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Washington Mutual Mortgage Pass-Through Certificates, WMALT Series 2007-OA3 – ‘8-K’ for 3/28/07 – EX-4.1

On:  Thursday, 4/12/07, at 1:29pm ET   ·   For:  3/28/07   ·   Accession #:  1277277-7-268   ·   File #:  333-130795-58

Previous ‘8-K’:  ‘8-K’ on / for 3/27/07   ·   Latest ‘8-K’:  This Filing

  in   Show  &   Hints

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/12/07  Washington Mutual Mtge...2007-OA3 8-K:9       3/28/07    5:4.4M                                   Kelly Cecelia Anne/FA

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     23K 
 2: EX-4.1      Instrument Defining the Rights of Security Holders  HTML   2.14M 
 3: EX-4.1      Printer-Friendly Duplicate Version of Exh. 4.1       PDF   1.36M 
                          (Psa - Wmalt 07-Oa3) --                                
                          exh41to8kpsawmalt07_oa3                                
 4: EX-99.1     Miscellaneous Exhibit                               HTML     29K 
 5: EX-99.2     Miscellaneous Exhibit                               HTML     28K 


EX-4.1   —   Instrument Defining the Rights of Security Holders


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EXHIBIT 4.1

EXECUTION VERSION

 

 

WaMu ASSET ACCEPTANCE CORP.,

as Depositor

and

WASHINGTON MUTUAL BANK,

as Servicer

and

LASALLE BANK NATIONAL ASSOCIATION,

as Trustee

and

CHRISTIANA BANK & TRUST COMPANY,

as Delaware Trustee

POOLING AND SERVICING AGREEMENT

$2,371,959,260.00

Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2007-OA3 Trust

WaMu Asset Acceptance Corp.

Washington Mutual Mortgage Pass-Through Certificates

WMALT Series 2007-OA3

Cut-Off Date: March 1, 2007


 

TABLE OF CONTENTS

 

 

Page

ARTICLE I

17

Section 1.01.Definitions

17

Adjusted Cap Rate

17

Adjusted Loan Group 1 Weighted Average Pass-Through Rate

19

Adjusted Loan Group 2 Weighted Average Pass-Through Rate

19

Adjusted Loan Group 3 Weighted Average Pass-Through Rate

19

Adjusted Loan Group 4 Net Weighted Average Pass-Through Rate

19

Adjusted Loan Group 5 Net Weighted Average Pass-Through Rate

19

Aggregate Certificate Principal Balance

19

Aggregate Class CX Weighted Average Certificate Interest Rate

19

Aggregate Groups 1-2 Weighted Average Pass-Through Rate

20

Aggregate Groups 3-5 Weighted Average Certificate Interest Rate

20

Aggregate Groups 3-5 Weighted Average Pass-Through Rate

20

Aggregate Maximum Class CX Interest Amount

20

Aggregate Maximum Class EX-PPP and Class 5X-PPP Interest Amount

21

Agreement

21

Appraised Value

21

Assigned Prepayment Premiums

22

Assignment of Proprietary Lease

22

Authenticating Agent

22

Authorized Denomination

22

Balloon Loan

22

Bankruptcy Loss

22

Beneficial Holder

23

Benefit Plan Opinion

23

Book-Entry Certificates

23

Business Day

23

Buydown Agreement

23

Buydown Fund

23

Buydown Fund Account

23

Buydown Loan

23

Carry-Forward Subsequent Recoveries Amount

24

Carryover Shortfall Amount

24

Carryover Shortfall Payment

26

Certificate

31

Certificate Account

31

Certificateholder or Holder

31

Certificate Interest Rate

31

Certificate Margin

31

Certificate of Trust

32

Certificate Principal Balance

32

Certificate Register and Certificate Registrar

32

Class

32

Class 1A Certificates

33

Class 1A-L Regular Interest

33

Class 2A Certificates

33

Class 2A-L Regular Interest

33

Class 4A-1 Certificates

33

Class 4A-1-L Regular Interest

34

Class 4A-2 Certificates

34

Class 4A-2-L Regular Interest

34

Class 4A-B Certificates

34

Class 4A-B-L Regular Interest

34

Class 5A Certificates

34

Class 5A-L Regular Interest

34

Class A Certificates

34

Class A-L Regular Interests

34

Class L-B-1 Certificates

34

Class L-B-1-L Regular Interest

34

Class L-B-2 Certificates

34

Class L-B-2-L Regular Interest

34

Class L-B-3 Certificates

34

Class L-B-3-L Regular Interest

35

Class L-B-4 Certificates

35

Class L-B-4-L Regular Interest

35

Class L-B-5 Certificates

35

Class L-B-5-L Regular Interest

35

Class L-B-6 Certificates

35

Class L-B-6-L Regular Interest

35

Class L-B-7 Certificates

35

Class L-B-7-L Regular Interest

35

Class L-B-8 Certificates

35

Class L-B-8-L Regular Interest

35

Class L-B-9 Certificates

35

Class L-B-9-L Regular Interest

35

Class L-B-10 Certificates

35

Class L-B-10-L Regular Interest

36

Class L-B-11 Certificates

36

Class L-B-11-L Regular Interest

36

Class L-B-12 Certificates

36

Class L-B-12-L Regular Interest

36

Class L-B-13 Certificates

36

Class L-B-13-L Regular Interest

36

Class L-B-14 Certificates

36

Class L-B-14-L Regular Interest

36

Class M-B-1 Certificates

36

Class M-B-1-L Regular Interest

36

Class M-B-2 Certificates

36

Class M-B-2-L Regular Interest

36

Class M-B-3 Certificates

36

Class M-B-3-L Regular Interest

37

Class M-B-4 Certificates

37

Class M-B-4-L Regular Interest

37

Class M-B-5 Certificates

37

Class M-B-5-L Regular Interest

37

Class M-B-6 Certificates

37

Class M-B-6-L Regular Interest

37

Class M-B-7 Certificates

37

Class M-B-7-L Regular Interest

37

Class M-B-8 Certificates

37

Class M-B-8-L Regular Interest

37

Class M-B-9 Certificates

37

Class M-B-9-L Regular Interest

37

Class M-B-10 Certificates

37

Class M-B-10-L Regular Interest

38

Class CA Group 1 Component

38

Class CA Group 2 Component

38

Class CA-1B Certificates

38

Class CA-1B Component

38

Class CA-1B Group 1 Component

38

Class CA-1B Group 2 Component

38

Class CA-1B-L Regular Interest

38

Class CA-1C Certificates

38

Class CA-1C Component

38

Class CA-1C Group 1 Component

38

Class CA-1C Group 2 Component

38

Class CA-1C-L Regular Interest

38

Class CX-1 Accrued Interest

38

Class CX-1 Certificates

40

Class CX-1 Subgroup 1-A IO Component

40

Class CX-1 Subgroup 1-A PO Component

40

Class CX-1 Subgroup 2-A IO Component

40

Class CX-1 Subgroup 2-A PO Component

40

Class CX-1-L Notional Amount

40

Class CX-1-L Regular Interest

40

Class CX-2-PPP Accrued Interest

40

Class CX-2-PPP Certificates

41

Class CX-2-PPP Subgroup 1-B IO Component

41

Class CX-2-PPP Subgroup 1-B PO Component

41

Class CX-2-PPP Subgroup 2-B IO Component

41

Class CX-2-PPP Subgroup 2-B PO Component

42

Class CX-2-PPP-L Notional Amount

42

Class CX-2-PPP-L Regular Interest

42

Class DA Group 3 Component

42

Class DA Group 4 Component

42

Class DA Group 5 Component

42

Class DA-1B Certificates

42

Class DA-1B Component

42

Class DA-1B Group 3 Component

42

Class DA-1B Group 4 Component

42

Class DA-1B Group 5 Component

42

Class DA-1B-L Regular Interest

42

Class DA-1C Certificates

42

Class DA-1C Component

42

Class DA-1C Group 3 Component

43

Class DA-1C Group 4 Component

43

Class DA-1C Group 5 Component

43

Class DA-1C-L Regular Interest

43

Class EX-PPP Accrued Interest

43

Class EX-PPP Certificates

44

Class EX-PPP Loan Group 3 IO Component

44

Class EX-PPP Loan Group 3 PO Component

44

Class EX-PPP Loan Group 4 IO Component

44

Class EX-PPP Loan Group 4 PO Component

44

Class EX-PPP-L Notional Amount

44

Class EX-PPP-L Regular Interest

44

Class FX Certificates

44

Class FX Notional Amount

44

Class FX-L Regular Interest

45

Class FX-M Regular Interest

45

Class FX-Subgroup 4-A Accrued Interest

45

Class FX-Subgroup 5-A Accrued Interest

45

Class 5X-PPP Accrued Interest

45

Class 5X-PPP Certificates

46

Class 5X-PPP-L Notional Amount

46

Class 5X-PPP-L Regular Interest

46

Class III-LT Principal Reduction Amounts

46

Class III-LT Regular Interests

46

Class III-LT1 Regular Interest

46

Class III-LT2 Principal Distribution Amount

46

Class III-LT2 Regular Interest

46

Class III-LT3 Principal Distribution Amount

46

Class III-LT3 Regular Interest

47

Class III-LT4 Principal Distribution Amount

47

Class III-LT4 Regular Interest

47

Class III-LT6 Principal Distribution Amount

47

Class III-LT6 Regular Interest

47

Class III-LT7 Principal Distribution Amount

47

Class III-LT7 Regular Interest

47

Class III-LT8 Principal Distribution Amount

47

Class III-LT8 Regular Interest

47

Class III-LT9 Regular Interest

47

Class III-LT10 Principal Distribution Amount

47

Class III-LT10 Regular Interest

48

Class III-LT11 Principal Distribution Amount

48

Class III-LT11 Regular Interest

48

Class III-LT12 Principal Distribution Amount

48

Class III-LT12 Regular Interest

48

Class III-LT14 Principal Distribution Amount

48

Class III-LT14 Regular Interest

48

Class III-LT15 Principal Distribution Amount

48

Class III-LT15 Regular Interest

48

Class III-LT16 Principal Distribution Amount

48

Class III-LT16 Regular Interest

48

Class III-LT18 Principal Distribution Amount

49

Class III-LT18 Regular Interest

49

Class III-LT19 Principal Distribution Amount

49

Class III-LT19 Regular Interest

49

Class III-LT20 Principal Distribution Amount

49

Class III-LT20 Regular Interest

49

Class III-LTY1 Principal Distribution Amount

49

Class III-LTY1 Regular Interest

49

Class III-LTY2 Principal Distribution Amount

49

Class III-LTY2 Regular Interest

49

Class III-LTY3 Principal Distribution Amount

49

Class III-LTY3 Regular Interest

49

Class III-LTY4 Principal Distribution Amount

50

Class III-LTY4 Regular Interest

50

Class III-LTY5 Principal Distribution Amount

50

Class III-LTY5 Regular Interest

50

Class Notional Amount

50

Class Principal Balance

50

Class R Certificates

52

Class R Residual Interests

52

Class R-1 Residual Interest

52

Class R-2 Residual Interest

52

Class R-3 Residual Interest

52

Class R-4 Residual Interest

52

Class X Certificates

52

Class X IO Component

52

Class X PO Component

52

Class X-L Regular Interests

52

Class Y Regular Interests

53

Class I-Y-1 Regular Interest

53

Class I-Y-1 Principal Distribution Amount

53

Class I-Y-2 Regular Interest

53

Class I-Y-2 Principal Distribution Amount

53

Class II-Y-1 Regular Interest

53

Class II-Y-1 Principal Distribution Amount

53

Class II-Y-2 Regular Interest

53

Class II-Y-2 Principal Distribution Amount

53

Class II-Y-3 Regular Interest

53

Class II-Y-3 Principal Distribution Amount

53

Class Y Principal Reduction Amounts

54

Class Z Regular Interests

54

Class Z Principal Reduction Amounts

54

Class I-Z-1 Regular Interest

54

Class I-Z-1 Principal Distribution Amount

54

Class I-Z-2 Regular Interest

54

Class I-Z-2 Principal Distribution Amount

54

Class II-Z-1 Regular Interest

55

Class II-Z-1 Principal Distribution Amount

55

Class II-Z-2 Regular Interest

55

Class II-Z-2 Principal Distribution Amount

55

Class II-Z-3 Regular Interest

55

Class II-Z-3 Principal Distribution Amount

55

Groups 1-2 Clean-Up Call Option Date

55

Groups 1-2 Excess Liquidation Proceeds

55

Groups 3-5 Clean-Up Call Option Date

55

Groups 3-5 Excess Liquidation Proceeds

55

Clean-Up Call Percentage

55

Clearing Agency

56

Closing Date

56

Code

56

Commission

56

Company

56

Complying Insurance Company

56

Component

56

Component Principal Balance

56

Cooperative

57

Cooperative Apartment

57

Cooperative Lease

57

Cooperative Loans

57

Cooperative Stock

57

Cooperative Stock Certificate

57

Corporate Trust Office

57

Corporation

58

Corresponding Class

58

Countrywide

58

Countrywide Agreement

59

Countrywide Compensating Interest

59

Countrywide Custodial Account

59

Countrywide Loans

59

Countrywide Servicing Addendum

59

Countrywide Servicing Fee

59

Credit Support Depletion Date

59

Cumulative Carry-Forward Subsequent Recoveries Amount

59

Current Loan-to-Value Ratio

60

Curtailment

60

Curtailment Shortfall

60

Custodial Account for P&I

60

Custodial Agreement

60

Custodian

60

Cut-Off Date

60

Definitive Certificates

60

Delaware Trustee

60

Depositary Agreement

60

Destroyed Mortgage Note

61

Determination Date

61

Disqualified Organization

61

Distribution Date

61

DTC

61

DTC Participant

61

Due Date

61

Eligible Institution

61

Eligible Investments

61

ERISA

63

ERISA Restricted Certificate

63

ERISA Super Restricted Certificate

63

Event of Default

63

Excess Liquidation Proceeds

63

Excess Subsequent Recoveries

63

Fannie Mae

63

FDIC

63

FHA

63

Final Maturity Date

63

Fitch

63

Freddie Mac

63

Group 1 Loans

63

Group 1 Senior Liquidation Amount

64

Group 1 Senior Percentage

64

Group 1 Senior Prepayment Percentage or Group 2 Senior Prepayment Percentage

64

Group 1 Senior Principal Distribution Amount

66

Group 1 Subordinate Balance

67

Group 1 Subordinate Percentage

67

Group 1 Subordinate Prepayment Percentage

67

Group 1 Weighted Average Certificate Interest Rate

67

Group 2 Loans

67

Group 2 Senior Liquidation Amount

67

Group 2 Senior Percentage

67

Group 2 Senior Prepayment Percentage

68

Group 2 Senior Principal Distribution Amount

68

Group 2 Subordinate Balance

68

Group 2 Subordinate Percentage

68

Group 2 Subordinate Prepayment Percentage

68

Group 2 Weighted Average Certificate Interest Rate

68

Group 3 Loans

68

Group 3 Senior Liquidation Amount

68

Group 3 Senior Percentage

69

Group 3 Senior Prepayment Percentage, Group 4 Senior Prepayment Percentage or Group 5 Senior Prepayment Percentage

69

Group 3 Senior Principal Distribution Amount

72

Group 3 Subordinate Balance

72

Group 3 Subordinate Percentage

72

Group 3 Subordinate Prepayment Percentage

72

Group 3 Weighted Average Certificate Interest Rate

73

Group 4 Loans

73

Group 4 Senior Liquidation Amount

73

Group 4 Senior Percentage

73

Group 4 Senior Prepayment Percentage

73

Group 4 Senior Principal Distribution Amount

73

Group 4 Subordinate Balance

73

Group 4 Subordinate Percentage

74

Group 4 Subordinate Prepayment Percentage

74

Group 4 Weighted Average Certificate Interest Rate

74

Group 5 Loans

74

Group 5 Senior Liquidation Amount

74

Group 5 Senior Percentage

74

Group 5 Senior Prepayment Percentage

74

Group 5 Senior Principal Distribution Amount

75

Group 5 Subordinate Balance

75

Group 5 Subordinate Percentage

75

Group 5 Subordinate Prepayment Percentage

75

Group 5 Weighted Average Certificate Interest Rate

75

Group L-B Certificates

75

Group L-B Percentage

75

Group L-B Subordinate Liquidation Amount

75

Group L-B Subordinate Principal Distribution Amount

76

Group L-B Subordinate Principal Prepayments Distribution Amount

76

Group L-B Weighted Average Pass-Through Rate

76

Group L-B-L Regular Interests

77

Group M-B Certificates

77

Group M-B Percentage

77

Group M-B Subordinate Liquidation Amount

77

Group M-B Subordinate Principal Distribution Amount

77

Group M-B Subordinate Principal Prepayments Distribution Amount

78

Group M-B Net Weighted Average Pass-Through Rate

78

Group M-B-L Regular Interests

78

Index

78

Indirect DTC Participants

79

Initial Group 2 Servicing Fee Shortfall Deposit

79

Initial Group 3 Servicing Fee Shortfall Deposit

79

Initial Group 4 Servicing Fee Shortfall Deposit

79

Initial Group 5 Servicing Fee Shortfall Deposit

79

Initial Interest Shortfall Deposit

79

Insurance Proceeds

79

Interest Distribution Amount

79

Interest Rate Adjustment Date

80

Interest Transfer Amount

80

Interest Transfer Amount Fraction

80

Investment Account

80

Investment Depository

80

Junior Subordinate Certificates

80

Last Scheduled Distribution Date

81

LIBOR

81

LIBOR Determination Date

81

Liquidated Mortgage Loan

81

Liquidation Principal

81

Liquidation Proceeds

81

Loan Group

81

Loan Group 1

81

Loan Group 1 Balance

81

Loan Group 1 Maximum Class CX Interest Amount

81

Loan Group 1 Weighted Average Pass-Through Rate

82

Loan Group 2

82

Loan Group 2 Balance

82

Loan Group 2 Maximum Class CX Interest Amount

82

Loan Group 2 Weighted Average Pass-Through Rate

83

Loan Group 3

83

Loan Group 3 Balance

83

Loan Group 3 Weighted Average Pass-Through Rate

83

Loan Group 4

83

Loan Group 4 Balance

83

Loan Group 4 Net Weighted Average Pass-Through Rate

83

Loan Group 5

84

Loan Group 5 Balance

84

Loan Group 5 Net Weighted Average Pass-Through Rate

84

Lowest Class B Owner

84

Marker Rate

84

Maximum Group L-B Rate

85

Maximum Group M-B Rate

85

Maximum Loan Group 1 Rate

85

Maximum Loan Group 2 Rate

85

Maximum Loan Group 3 Rate

85

Maximum Loan Group 4 Rate

85

Maximum Loan Group 5 Rate

85

Maximum Loan Group Rate

85

MERS

86

MERS Loan

86

MERS® System

86

MIN

86

Minimum Monthly Payment

86

MOM Loan

86

Monthly P&I Advance

86

Monthly Payment Adjustment Terms

86

Moody’s

86

Mortgage

86

Mortgage File

86

Mortgage Interest Rate

89

Mortgage Loan Margin

89

Mortgage Loan Purchase Agreement

89

Mortgage Loan Schedule

89

Mortgage Loans

90

Mortgage Note

90

Mortgage Pool

90

Mortgage Pool Assets

90

Mortgaged Property

91

Mortgagor

91

Negative Amortization Amount

91

Net Negative Amortization Amount

91

No-Delay Accrual Period

96

Nonrecoverable WMB Advance

96

Non-U.S. Person

96

Notice Addresses

96

Officer’s Certificate

97

One-Month LIBOR

97

One-Year MTA

97

Opinion of Counsel

97

Original Trust Agreement

97

OTS

97

Overcollateralization Amount

97

Overcollateralized Group

97

Ownership Interest

97

Pass-Through Entity

97

Pass-Through Rate

98

Paying Agent

98

Payoff

98

Payoff Earnings

98

Payoff Interest

98

Payoff Period

98

Percentage Interest

98

Permitted Transferee

99

Person

100

Plan Investor

100

Prepaid Monthly Payment

100

Prepayment Premium

100

Primary Insurance Policy

100

Principal Balance

100

Principal Payment

101

Principal Payment Amount

101

Principal Prepayment

101

Principal Prepayment Amount

101

Principal Transfer Amount

101

Prior Period

101

Prospectus

101

Rate Ceiling

101

Rate Floor

101

Rating Agency

101

Ratings

101

Reacquired Mortgage Loan

101

Realized Loss

102

Recognition Agreement

114

Record Date

114

Recording Documents

114

Reference Banks

114

Regular Interests

114

Regulation AB

114

Relief Act Shortfall

114

REMIC

115

REMIC Provisions

115

REMIC I

115

REMIC I Assets

115

REMIC I Available Distribution Amount

115

REMIC I Distribution Amount

116

REMIC I Regular Interests

117

REMIC II

117

REMIC II Assets

117

REMIC II Available Distribution Amount

117

REMIC II Distribution Amount

118

REMIC II Regular Interests

120

REMIC III

120

REMIC III Assets

120

REMIC III Available Distribution Amount

120

REMIC III Distribution Amount

120

REMIC III Principal Distribution Amount

123

REMIC III Regular Interests

123

REMIC IV

123

REMIC IV Assets

123

REMIC IV Available Distribution Amount

123

REMIC IV Distribution Amount

123

REMIC IV Regular Interests

142

Repurchase Price

142

Repurchase Proceeds

143

Residual Certificates

143

Residual Distribution Amount

143

Responsible Officer

144

ROV Mortgage Loan

144

S&P

144

Secretary of State

144

Securities Act

144

Security Agreement

144

Seller

144

Senior Certificates

144

Senior Subordinate Certificates

144

Servicer

144

Servicer Business Day

144

Servicing Fee Rate

144

Servicing Officer

144

Special Primary Insurance Policy

145

Special Primary Insurance Premium

145

Statutory Trust Statute

145

Streamlined Mortgage Loan

145

Subgroup

145

Subgroup L-Balance

145

Subgroup Fraction

145

Subgroup Weighted Average Pass-Through Rate

146

Subgroup 1-A

146

Subgroup 1-A Balance

146

Subgroup 1-A Mortgage Loans

146

Subgroup 1-A Weighted Average Pass-Through Rate

146

Subgroup 1-B

146

Subgroup 1-B Balance

146

Subgroup 1-B Mortgage Loans

146

Subgroup 1-B Weighted Average Pass-Through Rate

146

Subgroup 2-A

146

Subgroup 2-A Balance

147

Subgroup 2-A Mortgage Loans

147

Subgroup 2-A Weighted Average Pass-Through Rate

147

Subgroup 2-B

147

Subgroup 2-B Balance

147

Subgroup 2-B Mortgage Loans

147

Subgroup 2-B Weighted Average Pass-Through Rate

147

Subgroup 4-B

147

Subgroup 4-B Balance

147

Subgroup 4-B Mortgage Loans

147

Subgroup 5-B

147

Subgroup 5-B Balance

148

Subgroup 5-B Mortgage Loans

148

Subordinate Certificates

148

Subordinate Component Balance

148

Subordinate Percentage

148

Subordination Level

148

Subsequent Recoveries

148

Substitute Mortgage Loan

149

Substitution Price

149

Tax Matters Person

149

Termination Date

149

Termination Payment

149

Total Transfer Amount

150

Transfer

150

Transfer Rate

150

Transferee

150

Transferee Affidavit and Agreement

150

Trust

150

Trustee

150

UC Rate

150

Unadjusted Net Negative Amortization Amount

150

Uncollected Interest

150

Uncompensated Interest Shortfall

150

Undercollateralized Group

152

Underwriter

153

Uninsured Cause

153

U.S. Person

153

VA

153

Withdrawal Date

153

WMB Compensating Interest

153

WMB Loans

154

WMB Servicing Fee

154

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

154

Section 2.01.Creation of the Trust

154

Section 2.02.Restrictions on Activities of the Trust

155

Section 2.03.Separateness Requirements

156

Section 2.04.Conveyance of Mortgage Pool Assets; Assignment of Countrywide Agreement; Security Interest

157

Section 2.05.Delivery of Mortgage Files

158

Section 2.06.REMIC Election for REMIC I and REMIC II

159

Section 2.07.Acceptance by Trustee

161

Section 2.08.Representation and Warranty of the Company Concerning the Mortgage Loans

162

Section 2.09.Representations and Warranties of the Seller Concerning the Mortgage Loans

164

Section 2.10.Additional Provisions Relating to Repurchases of and Substitutions for Mortgage Loans by the Company or the Seller

165

Section 2.11.Acknowledgment of Transfer of Mortgage Pool Assets

166

Section 2.12.Conveyance of REMIC III Assets; Security Interest

166

Section 2.13.REMIC Election for REMIC III

167

Section 2.14.Acknowledgement of Transfer of REMIC III Assets

168

Section 2.15.Conveyance of REMIC IV Assets; Security Interest

168

Section 2.16.REMIC Election for REMIC IV

169

Section 2.17.Acknowledgement of Transfer of REMIC IV Assets

170

Section 2.18.Conveyance of Conveyed REMIC IV Regular Interests; Security Interest

171

Section 2.19.Acknowledgement of Transfer of Conveyed REMIC IV Regular Interests

172

Section 2.20.Legal Title

172

Section 2.21.Compliance with ERISA Requirements

172

Section 2.22.Additional Representation Concerning the Mortgage Loans

172

Section 2.23.Distributions to Certificates Outside of REMIC IV

172

ARTICLE III  Administration and Servicing of Mortgage Loans

173

Section 3.01.The Servicer

173

Section 3.02.The Custodial Accounts for P&I and Buydown Fund Accounts

176

Section 3.03.The Investment Account; Eligible Investments

177

Section 3.04.The Certificate Account

177

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

179

Section 3.06.Maintenance of Primary Insurance Policies; Collections Thereunder

180

Section 3.07.Maintenance of Hazard Insurance

181

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

181

Section 3.09.Realization Upon Defaulted Mortgage Loans

182

Section 3.10.Trustee to Cooperate; Release of Mortgage Files

184

Section 3.11.Compensation to the Servicer

185

Section 3.12.[Reserved.]

185

Section 3.13.Reports on Assessment of Compliance with Servicing Criteria and Servicing Compliance Statements

185

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

187

Section 3.15.[Reserved.]

187

Section 3.16.[Reserved.]

187

Section 3.17.[Reserved.]

187

Section 3.18.[Reserved.]

187

Section 3.19.Determination of LIBOR by Servicer 

187

Section 3.20.Assigned Prepayment Premiums 

188

Section 3.21.Additional Servicer Covenants 

190

ARTICLE IV  Payments to Certificateholders; Payment of Expenses

190

Section 4.01.Distributions to Holders of REMIC I and REMIC II Regular Interests and Class R-1 and Class R-2 Residual Interests

190

Section 4.02.Monthly P&I Advances; Distribution Reports to the Trustee

191

Section 4.03.Nonrecoverable WMB Advances

193

Section 4.04.Distributions to Holders of REMIC III Regular Interests and Class R-3 Residual Interest

193

Section 4.05.Distributions to Certificateholders; Payment of Special Primary Insurance Premiums

194

Section 4.06.Statements to Certificateholders

196

ARTICLE V  The Certificates

196

Section 5.01.The Certificates

196

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

204

Section 5.03.Registration of Transfer and Exchange of Certificates

204

Section 5.04.Mutilated, Destroyed, Lost or Stolen Certificates

205

Section 5.05.Persons Deemed Owners

205

Section 5.06.[Reserved.]

206

Section 5.07.Book-Entry for Book-Entry Certificates

206

Section 5.08.Notices to Clearing Agency

207

Section 5.09.Definitive Certificates

207

Section 5.10.Office for Transfer of Certificates

207

Section 5.11.Nature of Certificates

207

ARTICLE VI  The Company and the Servicer

208

Section 6.01.Liability of the Company and the Servicer

208

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

208

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

208

Section 6.04.Neither the Company nor the Servicer May Resign

209

Section 6.05.Trustee Access 

209

ARTICLE VII  Default

209

Section 7.01.Events of Default

209

Section 7.02.Trustee to Act; Appointment of Successor

212

Section 7.03.Notification to Certificateholders

214

ARTICLE VIII  Concerning the Trustees

215

Section 8.01.Duties of Trustees

215

Section 8.02.Certain Matters Affecting the Trustees

216

Section 8.03.Trustees Not Liable for Certificates or Mortgage Loans

217

Section 8.04.Trustees May Own Certificates

218

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

218

Section 8.06.Eligibility Requirements for Trustees

218

Section 8.07.Resignation and Removal of Trustees

219

Section 8.08.Successor Trustee

219

Section 8.09.Merger or Consolidation of Trustee

220

Section 8.10.Appointment of Co-Trustee or Separate Trustee

220

Section 8.11.Authenticating Agents

221

Section 8.12.Paying Agents

222

Section 8.13.Duties of Delaware Trustee

223

Section 8.14.Amendment to Certificate of Trust

223

Section 8.15.[Reserved.]

223

Section 8.16.Trustees Act on Behalf of Trust

223

Section 8.17.Limitation of Liability

223

Section 8.18.Trustee Report on Assessment of Compliance with Servicing Criteria

223

ARTICLE IX  Termination

224

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

224

Section 9.02.Additional Termination Requirements

228

Section 9.03.Trust Irrevocable

229

ARTICLE X  Miscellaneous Provisions

229

Section 10.01.Amendment

229

Section 10.02.Recordation of Agreement

231

Section 10.03.Limitation on Rights of Certificateholders

231

Section 10.04.Access to List of Certificateholders

232

Section 10.05.Governing Law

232

Section 10.06.Notices

233

Section 10.07.Compliance With Regulation AB

233

Section 10.08.Severability of Provisions

233

Section 10.09.Counterpart Signatures

233

Section 10.10.Benefits of Agreement

233

Section 10.11.Notices and Copies to Rating Agencies

233

Section 10.12.Covenant Not to Place Trust Into Bankruptcy

234

Section 10.13.Covenant Not to Place Company Into Bankruptcy

235

 


 

Appendix 1

Definitions of Class Y Principal Reduction Amounts and Class III-LT Principal Reduction Amounts

Exhibit A

Form of Certificates (other than Class R Certificates)

Exhibit B

Form of Class R Certificates

Exhibit C

[Reserved]

Exhibit D

Mortgage Loan Schedule

Exhibit E

[Reserved]

Exhibit F

[Reserved]

Exhibit G

[Reserved]

Exhibit H

Form of Additional Matter Incorporated Into the Certificates

Exhibit I

Transferor Certificate

Exhibit J

Transferee Affidavit And Agreement

Exhibit K

[Reserved]

Exhibit L

Form of Investment Letter

Exhibit M

Form of Trustee’s Certification Pursuant to Section 2.07

Exhibit N

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

Exhibit O

Officer’s Certificate With Respect to ERISA Matters Pursuant to Section 5.01(g)

Exhibit P

Officer’s Certificate With Respect to ERISA Matters Pursuant to Section 5.01(h)

  


This Pooling and Servicing Agreement, dated as of March 1, 2007 (this “Agreement”), is by and among WaMu Asset Acceptance Corp., as depositor (the “Company”), Washington Mutual Bank, as Servicer, LaSalle Bank National Association, as Trustee, and Christiana Bank & Trust Company, as Delaware Trustee.  Capitalized terms used in this Agreement and not otherwise defined have the meanings ascribed to such terms in Article I hereof.

PRELIMINARY STATEMENT

The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the sale to the Trust of the Mortgage Loans and certain other assets, (ii) the issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the issuance to the Company of the REMIC II Regular Interests and the Class R-2 Residual Interest representing in the aggregate the entire beneficial interest in REMIC II, (iv) the conveyance to the Trust of the REMIC I and REMIC II Regular Interests, (v) the issuance to the Company of the REMIC III Regular Interests and the Class R-3 Residual Interest representing in the aggregate the entire beneficial interest in REMIC III, (vi) the conveyance to the Trust of the REMIC III Regular Interests, (vii) the issuance to the Company of the REMIC IV Regular Interests (other than the Class FX Certificates) and the Class R-4 Residual Interest representing in the aggregate the entire beneficial interest in REMIC IV, (viii) the conveyance to the Trust of the REMIC IV Regular Interests and (ix) the issuance to the Company of the Certificates (other than the Class FX Certificates). The Company and the Servicer are entering into this Agreement, and the Trustee and the Delaware Trustee are each accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.

The Certificates issued hereunder, other than the Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus, dated March 22, 2007, and a Prospectus Supplement, dated March 26, 2007, of the Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated March 28, 2007.  The Trust created hereunder is the “Trust” described in the Prospectus and the Private Placement Memorandum and the Certificates are the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests, the REMIC IV 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 I-Y-1

 

Regular

 

Variable (2)

 

$162,652.80

 

January 2049

 

Class I-Y-2

 

Regular

 

Variable (3)

 

243,392.28

 

January 2049

 

Class I-Z-1

 

Regular

 

Variable (2)

 

325,142,942.23

 

January 2049

 

Class I-Z-2

 

Regular

 

Variable (3)

 

486,544,941.73

 

January 2049

 

Class R-1†

 

Residual

 

6.364%

 

100.00

 

January 2049

 

 

 

 

 

 

 

 

 

 

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

 

†              The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Groups 1-2 Excess Liquidation Proceeds.

 

(1)           Interest distributed to the REMIC I Regular Interests and the Class R-1 Residual Interest on each Distribution Date will have accrued at the applicable per annum Certificate Interest Rate on the applicable Class Principal Balance outstanding immediately before such Distribution Date.

 

(2)           For each Distribution Date, the Certificate Interest Rate on the Class I-Y-1 and Class I-Z-1 Regular Interests shall equal the Loan Group 1 Weighted Average Pass-Through Rate for such Distribution Date.

 

(3)           For each Distribution Date, the Certificate Interest Rate on the Class I-Y-2 and Class I-Z-2 Regular Interests shall equal the Loan Group 2 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 REMIC II Regular Interest and the Class R-2 Residual Interest

 

Type of Interest

 

Certificate Interest
Rate (1)

 

Initial Class
Principal
Balance

 

Final Maturity
Date*

 

Class II-Y-1

 

Regular

 

Variable (2)

 

$140,802.66

 

March 2049

 

Class II-Y-2

 

Regular

 

Variable (3)

 

465,296.21

 

March 2049

 

Class II-Y-3

 

Regular

 

Variable (4)

 

173,830.11

 

March 2049

 

Class II-Z-1

 

Regular

 

Variable (2)

 

281,466,212.65

 

March 2049

 

Class II-Z-2

 

Regular

 

Variable (3)

 

930,132,700.97

 

March 2049

 

Class II-Z-3

 

Regular

 

Variable (4)

 

347,486,389.09

 

March 2049

 

Class FX-M

 

Regular

 

Variable (5)

 

-----     

 

March 2049

 

Class R-2†

 

Residual

 

-----

 

-----     

 

March 2049

 

 

 

 

 

 

 

 

 

 

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

 

†              The Class R-2 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Groups 3-5 Excess Liquidation Proceeds.

 

(1)           Interest distributed to the REMIC II Regular Interests and the Class R-2 Residual Interest on each Distribution Date will have accrued at the applicable per annum Certificate Interest Rate on the applicable Class Principal Balance outstanding immediately before such Distribution Date or the applicable Class Notional Amount for such Distribution Date.

 

(2)           For each Distribution Date, the Certificate Interest Rate on the Class II-Y-1 and Class II-Z-1 Regular Interests shall equal the Loan Group 3 Weighted Average Pass-Through Rate for such Distribution Date.

 

(3)           For each Distribution Date, the Certificate Interest Rate on the Class II-Y-2 and Class II-Z-2 Regular Interests shall equal the Loan Group 4 Net Weighted Average Pass-Through Rate for such Distribution Date.

 

(4)           For each Distribution Date, the Certificate Interest Rate on the Class II-Y-2 and Class II-Z-2 Regular Interests shall equal the Loan Group 5 Net Weighted Average Pass-Through Rate for such Distribution Date.

 

(5)           For each Distribution Date, the Certificate Interest Rate on the Class FX-M Regular Interest shall equal the product of (i) a fraction, the numerator of which is the weighted average of (i) an amount on each Subgroup 4-A Loan which is calculated as follows: (a) for each Subgroup 4-A Loan that was in its initial three month fixed rate period in the calendar month immediately preceding such Distribution Date, 0.00% and (b) for each Subgroup 4-A Loan that was not in its initial three month fixed rate period in the calendar month immediately preceding such Distribution Date, the excess, if any, of the initial Mortgage Loan Margin for such mortgage loan over 1.475% and (ii) an amount on each Subgroup 5-A Loan which is calculated as follows: (a) for each Subgroup 5-A Loan that was in its initial three month fixed rate period in the calendar month immediately preceding such Distribution Date, 0.00% and (b) for each Subgroup 5-A Loan that was not in its initial three month fixed rate period in the calendar month immediately preceding such Distribution Date, the excess, if any, of the initial Mortgage Loan Margin for such mortgage loan over 2.125% and the denominator of which is 12.

The Class FX-M Regular Interest shall accrue interest on the Class FX Notional Amount.  The Class FX-M Regular Interest shall not be entitled to receive any distributions of principal.

 

 

 

 

 

 

 

 

 

 

 

 

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



REMIC III Interests

 

Class Designation for each REMIC III Regular Interest and the Class R-3 Residual Interest

 

Type of Interest

 

Certificate Interest
Rate (1)

 

Initial Class
Principal
Balance

 

Final Maturity
Date*

 

Class III-LTY1

 

Regular

 

Variable (2)

 

$162,652.80

 

January 2049

 

Class III-LTY2

 

Regular

 

Variable (3)

 

243,392.28

 

January 2049

 

Class III-LTY3

 

Regular

 

Variable (4)

 

140,802.66

 

March 2049

 

Class III-LTY4

 

Regular

 

Variable (5)

 

465,296.21

 

March 2049

 

Class III-LTY5

 

Regular

 

Variable (6)

 

173,830.11

 

March 2049

 

Class III-LT1

 

Regular

 

Variable (7)

 

811,440,749.07

 

January 2049

 

Class III-LT2

 

Regular

 

Variable (7)

 

40,604.70

 

January 2049

 

Class III-LT3

 

Regular

 

(8)

 

40,604.70

 

January 2049

 

Class III-LT4

 

Regular

 

Variable (9)

 

40,604.70

 

January 2049

 

Class III-LT6

 

Regular

 

Variable (7)

 

37,097.98

 

January 2049

 

Class III-LT7

 

Regular

 

(8)

 

44,111.41

 

January 2049

 

Class III-LT8

 

Regular

 

Variable (9)

 

44,111.41

 

January 2049

 

Class III-LT9

 

Regular

 

Variable (10)

 

1,558,383,363.35

 

March 2049

 

Class III-LT10

 

Regular

 

Variable (10)

 

77,993.26

 

March 2049

 

Class III-LT11

 

Regular

 

(8)

 

77,993.26

 

March 2049

 

Class III-LT12

 

Regular

 

Variable (11)

 

77,993.26

 

March 2049

 

Class III-LT14

 

Regular

 

Variable (10)

 

77,993.26

 

March 2049

 

Class III-LT15

 

Regular

 

(8)

 

77,993.26

 

March 2049

 

Class III-LT16

 

Regular

 

Variable (11)

 

77,993.26

 

March 2049

 

Class III-LT18

 

Regular

 

Variable (10)

 

77,993.26

 

March 2049

 

Class III-LT19

 

Regular

 

(8)

 

77,993.26

 

March 2049

 

Class III-LT20

 

Regular

 

Variable (11)

 

77,993.26

 

March 2049

 

Class FX-L

 

Regular

 

Variable (12)

 

-----     

 

March 2049

 

Class R-3 (13)

 

Residual

 

-----

 

-----     

 

March 2049

 

 

 

 

 

 

 

 

 

 

*             The Distribution Date in the specified month, which is two years following the month in which the latest maturing Mortgage Loan in the related Loan Group or Loan Groups, as applicable) matures.  For federal income tax purposes, for each Class of REMIC III Regular and Residual Interests, the “latest possible maturity date” shall be the Final Maturity Date.

 

(1)           Interest distributed to the REMIC III Regular Interests (other than the Class III-LT3 and Class III-LT7 Regular Interests, which shall not be entitled to receive any distributions of 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 or the applicable Class Notional Amount for such Distribution Date.

 

(2)           For each Distribution Date, the Certificate Interest Rate on the Class III-LTY1 Regular Interest shall equal the Loan Group 1 Weighted Average Pass-Through Rate for such Distribution Date.

 

(3)           For each Distribution Date, the Certificate Interest Rate on the Class III-LTY2 Regular Interest shall equal the Loan Group 2 Weighted Average Pass-Through Rate for such Distribution Date.

 

(4)           For each Distribution Date, the Certificate Interest Rate on the Class III-LTY3 Regular Interest shall equal the Loan Group 3 Weighted Average Pass-Through Rate for such Distribution Date.

 

(5)           For each Distribution Date, the Certificate Interest Rate on the Class III-LTY4 Regular Interest shall equal the Loan Group 4 Net Weighted Average Pass-Through Rate for such Distribution Date.

 

(6)           For each Distribution Date, the Certificate Interest Rate on the Class III-LTY5 Regular Interest shall equal the Loan Group 5 Net Weighted Average Pass-Through Rate for such Distribution Date.

 

(7)           For each Distribution Date, the Certificate Interest Rate on the Class III-LT1, Class III-LT2 and Class III-LT6 Regular Interests shall equal the weighted average of the Certificate Interest Rates for the Class I-Z-1 and Class I-Z-2 Regular Interests.

(8)           The Class III-LT3, Class III-LT7, Class III-LT11, Class III-LT15 and Class III-LT19 Regular Interests shall not be entitled to receive any distributions of interest.

 

(9)           For each Distribution Date, the Certificate Interest Rate on the Class III-LT4 and Class III-LT8 Regular Interests shall equal two (2) times the weighted average of the Certificate Interest Rates for the Class I-Z-1 and Class I-Z-2 Regular Interests.

 

(10)         For each Distribution Date, the Certificate Interest Rate on the Class III-LT9, Class III-LT10, Class III-                LT14 and Class III-LT18 Regular Interests shall equal the weighted average of the Certificate Interest                 Rates for the Class II-Z-1, Class II-Z-2 and Class II-Z-3 Regular Interests.

 

(11)         For each Distribution Date, the Certificate Interest Rate on the Class III-LT12, Class III LT-16 and Class III-LT20 Regular Interests shall equal two (2) times the weighted average of the Certificate Interest Rates for the Class II-Z-1, Class II-Z-2 and Class II-Z-3 Regular Interests.

 

(12)         For each Distribution Date, the Certificate Interest Rate on the Class FX-L Regular Interest shall equal the product of (i) a fraction, the numerator of which is the weighted average of (i) an amount on each Subgroup 4-A Loan which is calculated as follows: (a) for each Subgroup 4-A Loan that was in its initial three month fixed rate period in the calendar month immediately preceding such Distribution Date, 0.00% and (b) for each Subgroup 4-A Loan that was not in its initial three month fixed rate period in the calendar month immediately preceding such Distribution Date, the excess, if any, of the initial Mortgage Loan Margin for such mortgage loan over 1.475% and (ii) an amount on each Subgroup 5-A Loan which is calculated as follows: (a) for each Subgroup 5-A Loan that was in its initial three month fixed rate period in the calendar month immediately preceding such Distribution Date, 0.00% and (b) for each Subgroup 5-A Loan that was not in its initial three month fixed rate period in the calendar month immediately preceding such Distribution Date, the excess, if any, of the initial Mortgage Loan Margin for such mortgage loan over 2.125% and the denominator of which is 12.

The Class FX-L Regular Interest shall accrue interest on the Class FX Notional Amount.  The Class FX-L Regular Interest shall not be entitled to receive any distributions of principal.

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

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



REMIC IV Interests

 

Class Designation for each Class of REMIC IV Regular Interests and the Class R-4 Residual Interest

 

Type of Interest

 

Certificate Interest
Rate (1)

 

Initial Class
Principal
Balance

 

Final Maturity
Date*

 

 

Class 1A-L

 

Regular

 

Variable (2)(38)

 

$230,966,000.00

 

January 2049

 

Class 2A-L

 

Regular

 

Variable (3)(38)

 

345,618,000.00

 

January 2049

 

Class 3A-L

 

Regular

 

Variable (4)(38)

 

195,998,000.00

 

March 2049

 

Class 4A-1-L

 

Regular

 

Variable (5)(38)

 

435,772,000.00

 

March 2049

 

Class 4A-2-L

 

Regular

 

Variable (6)(38)

 

50,000,000.00

 

March 2049

 

Class 4A-B-L

 

Regular

 

Variable (7)(38)

 

161,924,000.00

 

March 2049

 

Class 5A-L

 

Regular

 

Variable (8)(38)

 

241,970,000.00

 

March 2049

 

Class CA-1B-L

 

Regular

 

Variable (9)(38)

 

72,074,000.00 (10)

 

January 2049

 

Class CA-1C-L

 

Regular

 

Variable (11)(38)

 

72,074,000.00 (12)

 

January 2049

 

Class DA-1B-L

 

Regular

 

Variable (13)(38)

 

135,709,000.00 (14)

 

March 2049

 

Class DA-1C-L

 

Regular

 

Variable (15)(38)

 

135,709,000.00 (16)

 

March 2049

 

Class CX-1-L

 

Regular

 

----- (17)(38)

 

0.00 (18)

 

January 2049

 

Class CX-2-PPP-L

 

Regular

 

----- (19)(38)

 

0.00 (18)

 

January 2049

 

Class EX-PPP-L

 

Regular

 

----- (20)(38)

 

0.00 (18)

 

March 2049

 

Class FX

 

Regular

 

Variable (21)

 

----- (22)

 

March 2049

 

Class 5X-PPP-L

 

Regular

 

----- (23)(38)

 

0.00 (18)

 

March 2049

 

Class L-B-1-L

 

Regular

 

Variable (24)(38)

 

16,243,000.00

 

January 2049

 

Class L-B-2-L

 

Regular

 

Variable (25)(38)

 

16,242,000.00

 

January 2049

 

Class L-B-3-L

 

Regular

 

Variable (26)(38)

 

6,090,000.00

 

January 2049

 

Class L-B-4-L

 

Regular

 

Variable (27)(38)

 

6,091,000.00

 

January 2049

 

Class L-B-5-L

 

Regular

 

Variable (28)(38)

 

6,091,000.00

 

January 2049

 

Class L-B-6-L

 

Regular

 

Variable (29)(38)

 

4,060,000.00

 

January 2049

 

Class L-B-7-L

 

Regular

 

Variable (30)(38)

 

4,061,000.00

 

January 2049

 

Class L-B-8-L

 

Regular

 

Variable (31)(38)

 

2,030,000.00

 

January 2049

 

Class L-B-9-L

 

Regular

 

Variable (32)(38)

 

4,060,000.00

 

January 2049

 

Class L-B-10-L

 

Regular

 

Variable (32)(38)

 

5,279,000.00

 

January 2049

 

Class L-B-11-L

 

Regular

 

Variable (32)(38)

 

4,060,000.00

 

January 2049

 

Class L-B-12-L

 

Regular

 

Variable (32)(38)

 

3,249,000.00

 

January 2049

 

Class L-B-13-L

 

Regular

 

Variable (32)(38)

 

6,497,000.00

 

January 2049

 

Class L-B-14-L

 

Regular

 

Variable (32)(38)

 

7,308,929.00

 

January 2049

 

Class M-B-1-L

 

Regular

 

Variable (33)(38)

 

35,097,000.00

 

March 2049

 

Class M-B-2-L

 

Regular

 

Variable (34)(38)

 

38,997,000.00

 

March 2049

 

Class M-B-3-L

 

Regular

 

Variable (35)(38)

 

11,699,000.00

 

March 2049

 

Class M-B-4-L

 

Regular

 

Variable (36)(38)

 

51,475,000.00

 

March 2049

 

Class M-B-5-L

 

Regular

 

Variable (37)(38)

 

19,499,000.00

 

March 2049

 

Class M-B-6-L

 

Regular

 

Variable (37)(38)

 

8,579,000.00

 

March 2049

 

Class M-B-7-L

 

Regular

 

Variable (37)(38)

 

8,579,000.00

 

March 2049

 

Class M-B-8-L

 

Regular

 

Variable (37)(38)

 

6,240,000.00

 

March 2049

 

Class M-B-9-L

 

Regular

 

Variable (37)(38)

 

6,239,000.00

 

March 2049

 

Class M-B-10-L

 

Regular

 

Variable (37)(38)

 

16,379,231.00

 

March 2049

 

Class R-3 (39)

 

Residual

 

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March 2049

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*             The Distribution Date in the specified month, which is two years following the month in which the latest maturing Mortgage Loan in the related Loan Group (or Loan Groups, as applicable) matures.  For federal income tax purposes, for each Class of REMIC IV Regular and Residual Interests, the “latest possible maturity date” shall be the Final Maturity Date.

 

(1)           Interest distributed to the REMIC IV Regular Interests (other than the Class CX-1-L, Class CX-2-PPP-L, Class EX-PPP-L and Class 5X-PPP-L Regular Interests) 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 or the applicable Class Notional Amount for such Distribution Date. Interest distributed to the Class CX-1-L, Class CX-2-PPP-L, Class EX-PPP-L and Class 5X-PPP-L Regular Interests on each Distribution Date will have accrued in the applicable amount specified in notes (17), (19), (20) and (23) of this table.

 

(2)           The Certificate Interest Rate on the Class 1A-L Regular Interest for each Distribution Date shall equal the lesser of (a) the Loan Group 1 Weighted Average Pass-Through Rate for such Distribution Date and (b) the applicable Index plus 0.74%.

 

(3)           The Certificate Interest Rate on the Class 2A-L Regular Interest for each Distribution Date shall equal the lesser of (a) the Loan Group 2 Weighted Average Pass-Through Rate for such Distribution Date and (b) the applicable Index plus 0.75%.

 

(4)           The Certificate Interest Rate on the Class 3A-L Regular Interest for each Distribution Date shall equal the lesser of (a) the Loan Group 3 Weighted Average Pass-Through Rate for such Distribution Date and (b) the applicable Index plus 0.77%.

 

(5)           The Certificate Interest Rate on the Class 4A-1-L Regular Interest for each Distribution Date shall equal the lesser of (a) the Loan Group 4 Net Weighted Average Pass-Through Rate for such Distribution Date and (b) the applicable Index plus 0.77%.

 

(6)           The Certificate Interest Rate on the Class 4A-2-L Regular Interest for each Distribution Date shall equal the lesser of (a) the Loan Group 4 Net Weighted Average Pass-Through Rate for such Distribution Date and (b) the applicable Index plus 0.70%.

 

(7)           The Certificate Interest Rate on the Class 4A-B-L Regular Interest for each Distribution Date shall equal the lesser of (a) the Loan Group 4 Net Weighted Average Pass-Through Rate for such Distribution Date and (b) the applicable Index plus 0.77%.

 

(8)           The Certificate Interest Rate on the Class 5A-L Regular Interest for each Distribution Date shall equal the lesser of (a) the Loan Group 5 Net Weighted Average Pass-Through Rate for such Distribution Date and (b) the applicable Index plus 1.25%.

 

(9)           The Certificate Interest Rate on the Class CA-1B Group 1 Component for (i) each Distribution Date on or before the Groups 1-2 Clean-Up Call Option Date shall equal the least of (a) the Adjusted Loan Group 1 Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.22% and (c) the Maximum Loan Group 1 Rate for such Distribution Date; and (ii) each Distribution Date after the Groups 1-2 Clean-Up Call Option Date, shall equal the least of (a) the Adjusted Loan Group 1 Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.44% and (c) the Maximum Loan Group 1 Rate for such Distribution Date.

 

The Certificate Interest Rate on the Class CA-1B Group 2 Component for (i) each Distribution Date on or before the Groups 1-2 Clean-Up Call Option Date shall equal the least of (a) the Adjusted Loan Group 2 Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.22% and (c) the Maximum Loan Group 2 Rate for such Distribution Date; and (ii) each Distribution Date after the Groups 1-2 Clean-Up Call Option Date, shall equal the least of (a) the Adjusted Loan Group 2 Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.22% and (c) the Maximum Loan Group 2 Rate for such Distribution Date.

 

 

(10)         For purposes of calculating distributions of principal and interest and the allocation of Realized Losses, the Class CA-1B-L Regular Interest shall be deemed to be comprised of two Components, the Class CA-1B Group 1 Component and the Class CA-1B Group 2 Component. Interest shall accrue on each of the Class CA-1B Group 1 Component Principal Balance and the Class CA-1B Group 2 Component Principal Balance. The initial Class CA-1B Group 1 Component Principal Balance and Class CA-1B Group 2 Component Principal Balance shall equal $28,871,000.00 and $43,203,000.00, respectively.

 

 

(11)         The Certificate Interest Rate on the Class CA-1C Group 1 Component for (i) each Distribution Date on or before the Groups 1-2 Clean-Up Call Option Date shall equal the least of (a) the Adjusted Loan Group 1 Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.28% and (c) the Maximum Loan Group 1 Rate for such Distribution Date; and (ii) each Distribution Date after the Groups 1-2 Clean-Up Call Option Date, shall equal the least of (a) the Adjusted Loan Group 1 Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.56% and (c) the Maximum Loan Group 1 Rate for such Distribution Date.

 

The Certificate Interest Rate on the Class CA-1C Group 2 Component for (i) each Distribution Date on or before the Groups 1-2 Clean-Up Call Option Date shall equal the least of (a) the Adjusted Loan Group 2 Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.28% and (c) the Maximum Loan Group 2 Rate for such Distribution Date; and (ii) each Distribution Date after the Groups 1-2 Clean-Up Call Option Date, shall equal the least of (a) the Adjusted Loan Group 2 Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.56% and (c) the Maximum Loan Group 2 Rate for such Distribution Date.

 

 

(12)         For purposes of calculating distributions of principal and interest and the allocation of Realized Losses, the Class CA-1C-L Regular Interest shall be deemed to be comprised of two Components, the Class CA-1C Group 1 Component and the Class CA-1C Group 2 Component. Interest shall accrue on each of the Class CA-1C Group 1 Component Principal Balance and the Class CA-1C Group 2 Component Principal Balance. The initial Class CA-1C Group 1 Component Principal Balance and Class CA-1C Group 2 Component Principal Balance shall equal $28,871,000.00 and $43,203,000.00, respectively.

 

 

 

 

(13)         The Certificate Interest Rate on the Class DA-1B Group 3 Component for (i) each Distribution Date on or before the Groups 3-5 Clean-Up Call Option Date shall equal the least of (a) the Adjusted Loan Group 3 Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.23% and (c) the Maximum Loan Group 3 Rate for such Distribution Date; and (ii) each Distribution Date after the Groups 3-5 Clean-Up Call Option Date, shall equal the least of (a) the Adjusted Loan Group 3 Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.46% and (c) the Maximum Loan Group 3 Rate for such Distribution Date.

 

The Certificate Interest Rate on the Class DA-1B Group 4 Component for (i) each Distribution Date on or before the Groups 3-5 Clean-Up Call Option Date shall equal the least of (a) the Adjusted Loan Group 4 Net Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.23% and (c) the Maximum Loan Group 4 Rate for such Distribution Date; and (ii) each Distribution Date after the Groups 3-5 Clean-Up Call Option Date, shall equal the least of (a) the Adjusted Loan Group 4 Net Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.46% and (c) the Maximum Loan Group 4 Rate for such Distribution Date.

 

The Certificate Interest Rate on the Class DA-1B Group 5 Component for (i) each Distribution Date on or before the Groups 3-5 Clean-Up Call Option Date shall equal the least of (a) the Adjusted Loan Group 5 Net Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.23% and (c) the Maximum Loan Group 5 Rate for such Distribution Date; and (ii) each Distribution Date after the Groups 3-5 Clean-Up Call Option Date, shall equal the least of (a) the Adjusted Loan Group 5 Net Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.46% and (c) the Maximum Loan Group 5 Rate for such Distribution Date.

 

 

(14)         For purposes of calculating distributions of principal and interest and the allocation of Realized Losses, the Class DA-1B-L Regular Interest shall be deemed to be comprised of three Components, the Class DA-1B Group 3 Component, Class DA-1B Group 4 Component and the Class DA-1B Group 5 Component. Interest shall accrue on each of the Class DA-1B Group 3 Component Principal Balance, the Class DA-1B Group 4 Component Principal Balance and the Class DA-1B Group 5 Component Principal Balance. The initial Class DA-1B Group 3 Component Principal Balance, Class DA-1B Group 4 Component Principal Balance and Class DA-1B Group 5 Component Principal Balance shall equal $24,500,000.00, $80,862,000.00 and $30,247,000.00, respectively.

 

 

(15)         The Certificate Interest Rate on the Class DA-1C Group 3 Component for (i) each Distribution Date on or before the Groups 3-5 Clean-Up Call Option Date shall equal the least of (a) the Adjusted Loan Group 3 Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.32% and (c) the Maximum Loan Group 3 Rate for such Distribution Date; and (ii) each Distribution Date after the Groups 3-5 Clean-Up Call Option Date, shall equal the least of (a) the Adjusted Loan Group 3 Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.64% and (c) the Maximum Loan Group 3 Rate for such Distribution Date.

 

The Certificate Interest Rate on the Class DA-1C Group 4 Component for (i) each Distribution Date on or before the Groups 3-5 Clean-Up Call Option Date shall equal the least of (a) the Adjusted Loan Group 4 Net Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.32% and (c) the Maximum Loan Group 4 Rate for such Distribution Date; and (ii) each Distribution Date after the Groups 3-5 Clean-Up Call Option Date, shall equal the least of (a) the Adjusted Loan Group 4 Net Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.64% and (c) the Maximum Loan Group 4 Rate for such Distribution Date.

 

The Certificate Interest Rate on the Class DA-1C Group 5 Component for (i) each Distribution Date on or before the Groups 3-5 Clean-Up Call Option Date shall equal the least of (a) the Adjusted Loan Group 5 Net Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.32% and (c) the Maximum Loan Group 5 Rate for such Distribution Date; and (ii) each Distribution Date after the Groups 3-5 Clean-Up Call Option Date, shall equal the least of (a) the Adjusted Loan Group 5 Net Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.64% and (c) the Maximum Loan Group 5 Rate for such Distribution Date.

 

 

(16)         For purposes of calculating distributions of principal and interest and the allocation of Realized Losses, the Class DA-1C-L Regular Interest shall be deemed to be comprised of three Components, the Class DA-1C Group 3 Component, Class DA-1C Group 4 Component and the Class DA-1C Group 5 Component. Interest shall accrue on each of the Class DA-1C Group 3 Component Principal Balance, the Class DA-1C Group 4 Component Principal Balance and the Class DA-1C Group 5 Component Principal Balance. The initial Class DA-1C Group 3 Component Principal Balance, Class DA-1C Group 4 Component Principal Balance and Class DA-1C Group 5 Component Principal Balance shall equal $24,500,000.00, $80,862,000.00 and $30,247,000.00, respectively.

 

 

(17)         For each Distribution Date, the Class CX-1-L Regular Interest shall accrue interest in an amount equal to the Class CX-1 Accrued Interest for such Distribution Date.

 

For REMIC purposes, interest shall accrue on the Class CX-1-L Regular Interest in an amount equal to the sum of the amounts calculated pursuant to clauses (1) and (2) below:

 

1.        one month’s interest at a rate equal to the Aggregate Groups 1-2 Weighted Average Pass-Through Rate minus the related Marker Rate, applied to a notional amount equal to the aggregate Class Principal Balance of the Class III-LT1, Class III-LTY1, Class III-LTY2, Class III-LT2 and Class III-LT6 Regular Interests; and

2.        one month’s interest at a rate equal to twice (two times) the Aggregate Groups 1-2 Weighted Average Pass-Through Rate minus twice the related Marker Rate, applied to a notional amount equal to the aggregate Class Principal Balance of the Class III-LT4 and Class III-LT8 Regular Interests.

 

 

(18)         For purposes of calculating distributions of principal and interest and the allocation of Realized Losses, (i) the Class CX-1-L Regular Interest shall be deemed to be comprised of two interest-only components (the Class CX-1 Subgroup 1-A IO Component and the Class CX-1 Subgroup 2-A IO Component) and two principal-only components (the Class CX-1 Subgroup 1-A PO Component and the Class CX-1 Subgroup 2-A PO Component), (ii) the Class CX-2-PPP-L Regular Interest shall be deemed to be comprised of two interest-only components (the Class CX-2-PPP Subgroup 1-B IO Component and the Class CX-2-PPP Subgroup 2-B IO Component) and two principal-only components (the Class CX-2-PPP Subgroup 1-B PO Component and the Class CX-2-PPP Subgroup 2-B PO Component), (iii) the Class EX-PPP-L Regular Interest shall be deemed to be comprised of two interest-only components (the Class EX-PPP Loan Group 3 IO Component and the EX-PPP Loan Group 4 IO Component) and two principal-only components (the EX-PPP Loan Group 3 PO Component and the EX-PPP Loan Group 4 PO Component) and (iv) the Class 5X-PPP-L Regular Interest shall be deemed to be comprised of an interest-only component and a principal-only component.  Interest, if any, shall be payable with respect to each interest-only component. The interest-only components shall not have a Class Principal Balance and principal shall not be payable with respect to the interest-only components. Each Class CX-1 principal-only component shall have a Component Principal Balance, which shall initially equal zero and shall thereafter be increased by the portion, if any, of Net Negative Amortization Amounts allocated to such principal-only component pursuant to the definition of “Net Negative Amortization Amount.” Each Class CX-2-PPP principal-only component shall have a Class Principal Balance, which shall initially equal zero and shall thereafter be increased by the portion, if any, of Net Negative Amortization Amounts allocated to such principal-only component pursuant to the definition of “Net Negative Amortization Amount.” Each Class EX-PPP principal-only component shall have a Class Principal Balance, which shall initially equal zero and shall thereafter be increased by the portion, if any, of Net Negative Amortization Amounts allocated to such principal-only component pursuant to the definition of “Net Negative Amortization Amount.”  The Class 5X-PPP principal-only component shall have a Class Principal Balance, which shall initially equal zero and shall thereafter be increased by the portion, if any, of Net Negative Amortization Amounts allocated to such principal-only component pursuant to the definition of “Net Negative Amortization Amount.”  Interest shall not accrue on the principal-only components. Solely for purposes of determining the Percentage Interest of each Class CX-1, Class CX-2-PPP, Class EX-PPP and Class 5X-PPP Certificate, each of the Class CX-1-L, Class CX-2-PPP-L, Class EX-PPP-L and Class 5X-PPP-L Regular Interest shall have a Class Notional Amount. Distributions of principal and interest to the Class CX-1-L, Class CX-2-PPP-L, Class EX-PPP-L and Class 5X-PPP-L Regular Interests shall not be calculated based on the Class Notional Amounts.

 

 

(19)         For each Distribution Date, the Class CX-2-PPP-L Regular Interest shall accrue interest in an amount equal to the Class CX-2-PPP Accrued Interest for such Distribution Date.

 

For REMIC purposes, interest shall accrue on the Class CX-2-PPP-L Regular Interest in an amount equal to the sum of the amounts calculated pursuant to clauses (1) and (2) below:

 

1.     one month’s interest at a rate equal to the Aggregate Groups 1-2 Weighted Average Pass-Through Rate minus the related Marker Rate, applied to a notional amount equal to the aggregate Class Principal Balance of the Class III-LT1, Class III-LTY1, Class III-LTY2, Class III-LT2 and Class III-LT6 Regular Interests; and

2.     one month’s interest at a rate equal to twice (two times) the Aggregate Groups 1-2 Weighted Average Pass-Through Rate minus twice the related Marker Rate, applied to a notional amount equal to the aggregate Class Principal Balance of the Class III-LT4 and Class III-LT8 Regular Interests.

 

 

(20)         For each Distribution Date, the Class EX-PPP-L Regular Interest shall accrue interest in an amount equal to the Class EX-PPP Accrued Interest for such Distribution Date.

 

For REMIC purposes, interest shall accrue on the Class EX-PPP-L Regular Interest in an amount equal to the sum of the amounts calculated pursuant to clauses (1) and (2) below:

 

1.     one month’s interest at a rate equal to the Aggregate Groups 3-5 Weighted Average Pass-Through Rate minus the related Marker Rate, applied to a notional amount equal to the aggregate Class Principal Balance of the Class III-LT9, Class III-LTY3, Class III-LTY4, Class III-LTY5, Class III-LT10, Class III-LT14, Class LT18 and Class III-LT6 Regular Interests; and

2.     one month’s interest at a rate equal to twice (two times) the Aggregate Groups 3-5 Weighted Average Pass-Through Rate minus twice the related Marker Rate, applied to a notional amount equal to the aggregate Class Principal Balance of the Class III-LT12, Class III-LT16 and Class III-LT20 Regular Interests.

 

 

(21)         For each Distribution Date, the Certificate Interest Rate on the Class FX Certificates shall equal the product of (i) a fraction, the numerator of which is the weighted average of (i) an amount on each Subgroup 4-A Loan which is calculated as follows: (a) for each Subgroup 4-A Loan that was in its initial three month fixed rate period in the calendar month immediately preceding such Distribution Date, 0.00% and (b) for each Subgroup 4-A Loan that was not in its initial three month fixed rate period in the calendar month immediately preceding such Distribution Date, the excess, if any, of the initial Mortgage Loan Margin for such mortgage loan over 1.475% and (ii) an amount on each Subgroup 5-A Loan which is calculated as follows: (a) for each Subgroup 5-A Loan that was in its initial three month fixed rate period in the calendar month immediately preceding such Distribution Date, 0.00% and (b) for each Subgroup 5-A Loan that was not in its initial three month fixed rate period in the calendar month immediately preceding such Distribution Date, the excess, if any, of the initial Mortgage Loan Margin for such mortgage loan over 2.125% and the denominator of which is 12.

 

(22)         The Class FX Certificates shall accrue interest on the Class FX Notional Amount.  The Class FX Certificates shall not be entitled to receive any distributions of principal.

 

 

(23)         For each Distribution Date, the Class 5X-PPP-L Regular Interest shall accrue interest in an amount equal to the Class 5X-PPP Accrued Interest for such Distribution Date.

 

For REMIC purposes, interest shall accrue on the Class EX-PPP-L Regular Interest in an amount equal to the sum of the amounts calculated pursuant to clauses (1) and (2) below:

 

1.     one month’s interest at a rate equal to the Aggregate Groups 3-5 Weighted Average Pass-Through Rate minus the related Marker Rate, applied to a notional amount equal to the aggregate Class Principal Balance of the Class III-LT9, Class III-LTY3, Class III-LTY4, Class III-LTY5, Class III-LT10, Class III-LT14, Class LT18 and Class III-LT6 Regular Interests; and

2.     one month’s interest at a rate equal to twice (two times) the Aggregate Groups 3-5 Weighted Average Pass-Through Rate minus twice the related Marker Rate, applied to a notional amount equal to the aggregate Class Principal Balance of the Class III-LT12, Class III-LT16 and Class III-LT20 Regular Interests.

 

 

(24)         The Certificate Interest Rate on the Class L-B-1-L Regular Interest for (i) each Distribution Date on or before the Groups 1-2 Clean-Up Call Option Date, shall equal the least of (a) the Group L-B Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.52% and (c) the Maximum Group L-B Rate for such Distribution Date; and (ii) each Distribution Date after the Groups 1-2 Clean-Up Call Option Date, shall equal the least of (a) the Group L-B Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.78% and (c) the Maximum Group L-B Rate for such Distribution Date.

 

 

(25)         The Certificate Interest Rate on the Class L-B-2-L Regular Interest for (i) each Distribution Date on or before the Groups 1-2 Clean-Up Call Option Date, shall equal the least of (a) the Group L-B Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.60% and (c) the Maximum Group L-B Rate for such Distribution Date; and (ii) each Distribution Date after the Groups 1-2 Clean-Up Call Option Date, shall equal the least of (a) the Group L-B Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.90% and (c) the Maximum Group L-B Rate for such Distribution Date.

 

 

(26)         The Certificate Interest Rate on the Class L-B-3-L Regular Interest for (i) each Distribution Date on or before the Groups 1-2 Clean-Up Call Option Date, shall equal the least of (a) the Group L-B Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.75% and (c) the Maximum Group L-B Rate for such Distribution Date; and (ii) each Distribution Date after the Groups 1-2 Clean-Up Call Option Date, shall equal the least of (a) the Group L-B Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 1.125% and (c) the Maximum Group L-B Rate for such Distribution Date.

 

 

(27)         The Certificate Interest Rate on the Class L-B-4-L Regular Interest for (i) each Distribution Date on or before the Groups 1-2 Clean-Up Call Option Date, shall equal the least of (a) the Group L-B Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.90% and (c) the Maximum Group L-B Rate for such Distribution Date; and (ii) each Distribution Date after the Groups 1-2 Clean-Up Call Option Date, shall equal the least of (a) the Group L-B Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 1.35% and (c) the Maximum Group L-B Rate for such Distribution Date.

 

 

(28)         The Certificate Interest Rate on the Class L-B-5-L Regular Interest for (i) each Distribution Date on or before the Groups 1-2 Clean-Up Call Option Date, shall equal the least of (a) the Group L-B Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 1.00% and (c) the Maximum Group L-B Rate for such Distribution Date; and (ii) each Distribution Date after the Groups 1-2 Clean-Up Call Option Date, shall equal the least of (a) the Group L-B Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 1.50% and (c) the Maximum Group L-B Rate for such Distribution Date.

 

 

(29)         The Certificate Interest Rate on the Class L-B-6-L Regular Interest for (i) each Distribution Date on or before the Groups 1-2 Clean-Up Call Option Date, shall equal the least of (a) the Group L-B Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 1.10% and (c) the Maximum Group L-B Rate for such Distribution Date; and (ii) each Distribution Date after the Groups 1-2 Clean-Up Call Option Date, shall equal the least of (a) the Group L-B Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 1.65% and (c) the Maximum Group L-B Rate for such Distribution Date.

 

 

(30)         The Certificate Interest Rate on the Class L-B-7-L Regular Interest for (i) each Distribution Date on or before the Groups 1-2 Clean-Up Call Option Date, shall equal the least of (a) the Group L-B Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 1.50% and (c) the Maximum Group L-B Rate for such Distribution Date; and (ii) each Distribution Date after the Groups 1-2 Clean-Up Call Option Date, shall equal the least of (a) the Group L-B Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 2.25% and (c) the Maximum Group L-B Rate for such Distribution Date.

 

 

(31)         The Certificate Interest Rate on the Class L-B-8-L Regular Interest for (i) each Distribution Date on or before the Groups 1-2 Clean-Up Call Option Date, shall equal the least of (a) the Group L-B Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 1.75% and (c) the Maximum Group L-B Rate for such Distribution Date; and (ii) each Distribution Date after the Groups 1-2 Clean-Up Call Option Date, shall equal the least of (a) the Group L-B Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 2.625% and (c) the Maximum Group L-B Rate for such Distribution Date.

 

 

(32)         The Certificate Interest Rate on the Class L-B-9-L, Class L-B-10-L, Class L-B-11-L, Class L-B-12-L, Class L-B-13-L and Class L-B-14-L Regular Interests for (i) each Distribution Date on or before the Groups 1-2 Clean-Up Call Option Date, shall equal the least of (a) the Group L-B Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 1.75% and (c) the Maximum Group L-B Rate for such Distribution Date; and (ii) each Distribution Date after the Groups 1-2 Clean-Up Call Option Date, shall equal the least of (a) the Group L-B Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 2.625% and (c) the Maximum Group L-B Rate for such Distribution Date.

 

 

(33)         The Certificate Interest Rate on the Class M-B-1-L Regular Interest for (i) each Distribution Date on or before the Groups 3-5 Clean-Up Call Option Date, shall equal the least of (a) the Group M-B Net Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.50% and (c) the Maximum Group M-B Rate for such Distribution Date; and (ii) each Distribution Date after the Groups 3-5 Clean-Up Call Option Date, shall equal the least of (a) the Group M-B Net Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.75% and (c) the Maximum Group M-B Rate for such Distribution Date.

 

 

(34)         The Certificate Interest Rate on the Class M-B-2-L Regular Interest for (i) each Distribution Date on or before the Groups 3-5 Clean-Up Call Option Date, shall equal the least of (a) the Group M-B Net Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.55% and (c) the Maximum Group M-B Rate for such Distribution Date; and (ii) each Distribution Date after the Groups 3-5 Clean-Up Call Option Date, shall equal the least of (a) the Group M-B Net Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.825% and (c) the Maximum Group M-B Rate for such Distribution Date.

 

 

(35)         The Certificate Interest Rate on the Class M-B-3-L Regular Interest for (i) each Distribution Date on or before the Groups 3-5 Clean-Up Call Option Date, shall equal the least of (a) the Group M-B Net Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.90% and (c) the Maximum Group M-B Rate for such Distribution Date; and (ii) each Distribution Date after the Groups 3-5 Clean-Up Call Option Date, shall equal the least of (a) the Group M-B Net Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 1.35% and (c) the Maximum Group M-B Rate for such Distribution Date.

 

 

(36)         The Certificate Interest Rate on the Class M-B-4-L Regular Interest for (i) each Distribution Date on or before the Groups 3-5 Clean-Up Call Option Date, shall equal the least of (a) the Group M-B Net Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 1.25% and (c) the Maximum Group M-B Rate for such Distribution Date; and (ii) each Distribution Date after the Groups 3-5 Clean-Up Call Option Date, shall equal the least of (a) the Group M-B Net Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 1.875% and (c) the Maximum Group M-B Rate for such Distribution Date.

 

 

(37)         The Certificate Interest Rate on the Class M-B-5-L, Class M-B-6-L, Class M-B-7-L, Class M-B-8-L, Class M-B-9-L and Class M-B-10-L Regular Interest for (i) each Distribution Date on or before the Groups 3-5 Clean-Up Call Option Date, shall equal the least of (a) the Group M-B Net Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 1.75% and (c) the Maximum Group M-B Rate for such Distribution Date; and (ii) each Distribution Date after the Groups 3-5 Clean-Up Call Option Date, shall equal the least of (a) the Group M-B Net Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 2.625% and (c) the Maximum Group M-B Rate for such Distribution Date.

 

 

(38)         For any Distribution Date, interest distributable to the Class 1A, Class 2A, Class CA-1B, Class CA-1C, Class CX-1, Class CX-2-PPP and Group L-B Certificates may not equal interest accrued at the Certificate Interest Rates for the Corresponding Classes of REMIC IV Regular Interests (or Components thereof, as applicable).  Interest may be distributable for the initial Distribution Date to some Classes of Class 1A, Class 2A, Class CA-1B, Class CA-1C and Group L-B Certificates, and interest may be distributable for any Distribution Date after the initial Distribution Date to some Classes of Class CA-1B, Class CA-1C and Group L-B Certificates, in an amount greater than interest accrued at the Certificate Interest Rate for the Corresponding Class of REMIC IV Regular Interests (or Components thereof, as applicable); and interest may be distributable to the Class CX-1 and Class CX-2-PPP Certificates in an amount less than interest accrued at the Certificate Interest Rate for the Corresponding Class of REMIC IV Regular Interests; in each case pursuant to the second paragraph of Section 4.05(a).

 

For any Distribution Date, interest distributable to the Class 3A, Class 4A, Class 4A-1, Class 4A-2, Class 4A-B, Class 5A, Class DA-1B, Class DA-1C, Class EX-PPP, Class 5X-PPP and Group M-B Certificates may not equal interest accrued at the Certificate Interest Rates for the Corresponding Classes of REMIC IV Regular Interests (or Components thereof, as applicable).  Interest may be distributable for the initial Distribution Date to some Classes of Class 3A, Class 4A, Class 4A-1, Class 4A-2, Class 4A-B, Class 5A, Class DA-1B, Class DA-1C and Group M-B Certificates, and interest may be distributable for any Distribution Date after the initial Distribution Date to some Classes of Class DA-1B, Class DA-1C and Group M-B Certificates, in an amount greater than interest accrued at the Certificate Interest Rate for the Corresponding Class of REMIC IV Regular Interests (or Components thereof, as applicable); and interest may be distributable to the Class EX-PPP and Class 5X-PPP Certificates in an amount less than interest accrued at the Certificate Interest Rate for the Corresponding Class of REMIC IV Regular Interests; in each case pursuant to the fifth paragraph of Section 4.05(a).

 

 

(39)         The Class R-4 Residual Interest shall be entitled to receive the applicable Residual Distribution Amount.  The Class R-4 Residual Interest shall not be entitled to receive any distributions of interest or principal.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As provided herein, with respect to REMIC IV, the Servicer will cause an election to be made on behalf of REMIC IV to be treated for federal income tax purposes as a REMIC.  The REMIC IV Regular Interests will be designated regular interests in REMIC IV and the Class R-4 Residual Interest will be designated the sole class of residual interest in REMIC IV, for purposes of the REMIC Provisions.

In addition, the Trust will issue the Class R Certificates, which will represent ownership of the Class R-1, Class R-2, Class R-3 and Class R-4 Residual Interests.

In addition, the Trust will issue (i) the Class 1A, Class 2A, Class CA-1B, Class CA-1C and Group L-B Certificates, each of which Class will represent ownership of (x) the Corresponding Class of REMIC IV Regular Interests and (y) the applicable rights specified in the second paragraph of Section 4.05(a), (ii) the Class CX-1 Certificates, which Class will represent ownership of (x) the Corresponding Class of REMIC IV Regular Interests and (y) the obligations specified in the second paragraph of Section 4.05(a), and (iii) the CX-2-PPP Certificates, which Class will represent ownership of (x) the Corresponding Class of REMIC IV Regular Interests, (y) the obligations specified in the second paragraph of Section 4.05(a) and (z) the rights specified in the fourth paragraph of Section 4.05(a).

In addition, the Trust will issue (i) the Class 3A, Class 4A, Class 4A-1, Class 4A-2, Class 4A-B, Class 5A, Class DA-1B, Class DA-1C and Group M-B Certificates, each of which Class will represent ownership of (x) the Corresponding Class of REMIC IV Regular Interests and (y) the applicable rights specified in the fifth paragraph of Section 4.05(a), (ii) the Class EX-PPP Certificates, which Class will represent ownership of (x) the Corresponding Class of REMIC IV Regular Interests and (y) the obligations specified in the fifth paragraph of Section 4.05(a), and (iii) the 5X-PPP Certificates, which Class will represent ownership of (x) the Corresponding Class of REMIC IV Regular Interests, (y) the obligations specified in the fifth paragraph of Section 4.05(a) and (z) the rights specified in the seventh paragraph of Section 4.05(a).

As of the Cut-Off Date, the Mortgage Loans have an aggregate Principal Balance of $2,371,959,260.73 and, as of the Closing Date, the Certificates have an Aggregate Certificate Principal Balance of $2,371,959,260.00.

W I T N E S S E T H :

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

WHEREAS, the Servicer is a federal savings association and has full power and authority to enter into this Agreement and to undertake the obligations undertaken by it herein;

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

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

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

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

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

WHEREAS, the Company has been duly authorized to create the Trust to (i) hold the Mortgage Loans and certain other property, (ii) issue the REMIC I Regular Interests and the Class R-1 Residual Interest, (iii) hold the REMIC I Regular Interests, (iv) issue the REMIC II Regular Interests and the Class R-2 Residual Interest, (iv) hold the REMIC II Regular Interests, (v) issue the REMIC III Regular Interests and the Class R-3 Residual Interest, (vi) hold the REMIC III Regular Interests, (vii) issue the REMIC IV Regular Interests and the Class R-4 Residual Interest, (viii) hold the REMIC IV Regular Interests (other than the Class FX Certificates) and (ix) issue the Certificates (other than the Class FX Certificates).

NOW, THEREFORE, in order to declare the terms and conditions upon which the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests, the REMIC IV 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, the REMIC III Regular Interests, the REMIC IV 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 the Class 1A-L Regular Interest, a fraction, expressed as a per annum rate, the numerator of which is equal to the product of (i) the amount of interest accrued on the Group 1 Loans at the Loan Group 1 Weighted Average Pass-Through Rate for that Distribution Date less the Net Negative Amortization Amount for Loan Group 1 and (ii) 12, and the denominator of which is equal to the Loan Group 1 Balance for such Distribution Date.

For any Distribution Date and the Class 2A-L Regular Interest, a fraction, expressed as a per annum rate, the numerator of which is equal to the product of (i) the amount of interest accrued on the Group 2 Loans at the Loan Group 2 Weighted Average Pass-Through Rate for that Distribution Date less the Net Negative Amortization Amount for Loan Group 2 and (ii) 12, and the denominator of which is equal to the Loan Group 2 Balance for such Distribution Date.

For any Distribution Date and the Class 3A-L Regular Interest, a fraction, expressed as a per annum rate, the numerator of which is equal to the product of (i) the amount of interest accrued on the Group 3 Loans at the Loan Group 3 Weighted Average Pass-Through Rate for that Distribution Date less the Net Negative Amortization Amount for Loan Group 3 and (ii) 12, and the denominator of which is equal to the Loan Group 3 Balance for such Distribution Date.

For any Distribution Date and the Class 4A-1-L, Class 4A-2-L and Class 4A-B-L Regular Interests, a fraction, expressed as a per annum rate, the numerator of which is equal to the product of (i) the amount of interest accrued on the Group 4 Loans at the Loan Group 4 Net Weighted Average Pass-Through Rate for that Distribution Date less the Net Negative Amortization Amount for Loan Group 4 and (ii) 12, and the denominator of which is equal to the Loan Group 4 Balance for such Distribution Date.

For any Distribution Date and the Class 5A-L Regular Interest, a fraction, expressed as a per annum rate, the numerator of which is equal to the product of (i) the amount of interest accrued on the Group 5 Loans at the Loan Group 5 Weighted Average Pass-Through Rate for that Distribution Date less the Net Negative Amortization Amount for Loan Group 5 and (ii) 12, and the denominator of which is equal to the Loan Group 5 Balance for such Distribution Date.

For any Distribution Date and each of the Class CA-1B Group 1 Component and the Class CA-1C Group 1 Component, a fraction, expressed as a per annum rate, the numerator of which is equal to the product of (i) the amount of interest accrued on the Group 1 Loans at the Loan Group 1 Weighted Average Pass-Through Rate for that Distribution Date less the Net Negative Amortization Amount for Loan Group 1 and (ii) 12, and the denominator of which is equal to the Loan Group 1 Balance for such Distribution Date, such fraction multiplied by a ratio, the numerator of which is 30 and the denominator of which is the actual number of days in the related No-Delay Accrual Period.

For any Distribution Date and each of the Class CA-1B Group 2 Component and the Class CA-1C Group 2 Component, a fraction, expressed as a per annum rate, the numerator of which is equal to the product of (i) the amount of interest accrued on the Group 2 Loans at the Loan Group 2 Weighted Average Pass-Through Rate for that Distribution Date less the Net Negative Amortization Amount for Loan Group 2 and (ii) 12, and the denominator of which is equal to the Loan Group 2 Balance for such Distribution Date, such fraction multiplied by a ratio, the numerator of which is 30 and the denominator of which is the actual number of days in the related No-Delay Accrual Period.

For any Distribution Date and each of the Class DA-1B Group 3 Component and the Class DA-1C Group 3 Component, a fraction, expressed as a per annum rate, the numerator of which is equal to the product of (i) the amount of interest accrued on the Group 3 Loans at the Loan Group 3 Weighted Average Pass-Through Rate for that Distribution Date less the Net Negative Amortization Amount for Loan Group 3 and (ii) 12, and the denominator of which is equal to the Loan Group 3 Balance for such Distribution Date, such fraction multiplied by a ratio, the numerator of which is 30 and the denominator of which is the actual number of days in the related No-Delay Accrual Period.

For any Distribution Date and each of the Class DA-1B Group 4 Component and the Class DA-1C Group 4 Component, a fraction, expressed as a per annum rate, the numerator of which is equal to the product of (i) the amount of interest accrued on the Group 4 Loans at the Loan Group 4 Weighted Average Pass-Through Rate for that Distribution Date less the Net Negative Amortization Amount for Loan Group 4 and (ii) 12, and the denominator of which is equal to the Loan Group 4 Balance for such Distribution Date, such fraction multiplied by a ratio, the numerator of which is 30 and the denominator of which is the actual number of days in the related No-Delay Accrual Period.

For any Distribution Date and each of the Class DA-1B Group 5 Component and the Class DA-1C Group 5 Component, a fraction, expressed as a per annum rate, the numerator of which is equal to the product of (i) the amount of interest accrued on the Group 5 Loans at the Loan Group 5 Weighted Average Pass-Through Rate for that Distribution Date less the Net Negative Amortization Amount for Loan Group 5 and (ii) 12, and the denominator of which is equal to the Loan Group 5 Balance for such Distribution Date, such fraction multiplied by a ratio, the numerator of which is 30 and the denominator of which is the actual number of days in the related No-Delay Accrual Period.

For any Distribution Date and any Class of Group L-B-L Regular Interests, the Group L-B Weighted Average Pass-Through Rate, computed for this purpose by (i) reducing the Loan Group 1 Weighted Average Pass-Through Rate by a per annum rate equal to a fraction, the numerator of which is the Net Negative Amortization Amount for Loan Group 1 multiplied by 12, and the denominator of which is the Loan Group 1 Balance for such Distribution Date,  and (ii) reducing the Loan Group 2 Weighted Average Pass-Through Rate by a per annum rate equal to a fraction, the numerator of which is the Net Negative Amortization Amount for Loan Group 2 multiplied by 12, and the denominator of which is equal to the Loan Group 2 Balance for such Distribution Date.

For any Distribution Date and any Class of Group M-B-L Regular Interests, the Group M-B Net Weighted Average Pass-Through Rate, computed for this purpose by (i) reducing the Loan Group 3 Weighted Average Pass-Through Rate by a per annum rate equal to a fraction, the numerator of which is the Net Negative Amortization Amount for Loan Group 3 multiplied by 12, and the denominator of which is the Loan Group 3 Balance for such Distribution Date, (ii) reducing the Loan Group 4 Net Weighted Average Pass-Through Rate by a per annum rate equal to a fraction, the numerator of which is the Net Negative Amortization Amount for Loan Group 4 multiplied by 12, and the denominator of which is equal to the Loan Group 4 Balance for such Distribution Date and (iii) reducing the Loan Group 5 Net Weighted Average Pass-Through Rate by a per annum rate equal to a fraction, the numerator of which is the Net Negative Amortization Amount for Loan Group 5 multiplied by 12, and the denominator of which is equal to the Loan Group 5 Balance for such Distribution Date.

Adjusted Loan Group 1 Weighted Average Pass-Through Rate:  For any Distribution Date, the product of (i) the Loan Group 1 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.

Adjusted Loan Group 2 Weighted Average Pass-Through Rate:  For any Distribution Date, the product of (i) the Loan Group 2 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.

Adjusted Loan Group 3 Weighted Average Pass-Through Rate:  For any Distribution Date, the product of (i) the Loan Group 3 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.

Adjusted Loan Group 4 Net Weighted Average Pass-Through Rate:  For any Distribution Date, the product of (i) the Loan Group 4 Net 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.

Adjusted Loan Group 5 Net Weighted Average Pass-Through Rate:  For any Distribution Date, the product of (i) the Loan Group 5 Net 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.

Aggregate Class CX Weighted Average Certificate Interest Rate: For any Distribution Date, the weighted average (weighted according to Class Principal Balance or Component Principal Balance, as applicable) of the Certificate Interest Rates on the Class 1A, Class 2A, Class CA-1B, Class CA-1C, Class CX-1, Class CX-2-PPP and Group L-B Certificates (or Components thereof, as applicable) (each of which Certificate Interest Rates, in the case of the Class CA-1B, Class CA-1C and Group L-B Certificates, shall be multiplied by a fraction, the numerator of which is the actual number of days in the related No-Delay Accrual Period and the denominator of which is 30).

Aggregate Groups 1-2 Weighted Average Pass-Through Rate:  For any Distribution Date, the weighted average of the Pass-Through Rates on the Group 1 and Group 2 Mortgage Loans as of the second preceding Due Date (after giving effect to (i) payments due on the Mortgage Loans on such Due Date and (ii) except for the first Distribution Date, any Payoffs on WMB Loans received on or before the 14th day of the calendar month of such Due Date).

Aggregate Groups 3-5 Weighted Average Certificate Interest Rate: For any Distribution Date, the weighted average (weighted according to Class Principal Balance or Component Principal Balance, as applicable) of the Certificate Interest Rates on the Class 3A, Class 4A-1, Class 4A-2, Class 4A-B, Class 5A, Class DA-1B, Class DA-1C, Class EX-PPP, Class FX, Class 5X-PPP and Group M-B Certificates (or Components thereof, as applicable) (each of which Certificate Interest Rates, in the case of the Class DA-1B, Class DA-1C and Group M-B Certificates, shall be multiplied by a fraction, the numerator of which is the actual number of days in the related No-Delay Accrual Period and the denominator of which is 30).

Aggregate Groups 3-5 Weighted Average Pass-Through Rate:  For any Distribution Date, the weighted average of the Pass-Through Rates on the Group 3, Group 4 and Group 5 Mortgage Loans as of the second preceding Due Date (after giving effect to (i) payments due on the Mortgage Loans on such Due Date and (ii) except for the first Distribution Date, any Payoffs on WMB Loans received on or before the 14th day of the calendar month of such Due Date).

Aggregate Maximum Class CX Interest Amount:  For any Distribution Date, the excess, if any, of

(x)        the product of (i) a fraction, the numerator of which is the weighted average of the Loan Group 1 Weighted Average Pass-Through Rate for such Distribution Date and the Loan Group 2 Weighted Average Pass-Through Rate for such Distribution Date and the denominator of which is 12, and (ii) the sum of the Loan Group 1 Balance and the Loan Group 2 Balance for such Distribution Date over

(y)        the product of (i) a fraction, the numerator of which is the Aggregate Class CX Weighted Average Certificate Interest Rate for such Distribution Date and the denominator of which is 12, and (ii) the sum of the Loan Group 1 Balance and the Loan Group 2 Balance for such Distribution Date reduced by the aggregate Class Principal Balance of the Class CX-1 and Class CX-2-PPP Certificates immediately before such Distribution Date.

If for any Distribution Date the sum of the Class CX-1 Accrued Interest and the Class CX-2-PPP Accrued Interest exceeds the Aggregate Maximum Class CX Interest Amount for such Distribution Date, then the amount of interest associated with each Class X IO Component (as provided for in clause (1) or (2) of the definition of “Class CX-1 Accrued Interest” or “Class CX-2-PPP Accrued Interest,” as applicable), if such amount is positive, shall equal its pro rata portion of the Loan Group 1 Maximum Class CX Interest Amount (in the case of the Class CX-1 Subgroup 1-A IO and Class CX-2-PPP Subgroup 1-B IO Components) or the Loan Group 2 Maximum Class CX Interest Amount (in the case of the Class CX-1 Subgroup 2-A IO and Class CX-2-PPP Subgroup 2-B IO Components) (allocated pro rata according to the amount of interest calculated for such Component pursuant to such clause (1) or (2) without regard to this paragraph).

Aggregate Maximum Class EX-PPP and Class 5X-PPP Interest Amount:  For any Distribution Date, the excess, if any, of

(x)        the product of (i) a fraction, the numerator of which is the weighted average of the Loan Group 3 Weighted Average Pass-Through Rate for such Distribution Date, the Loan Group 4 Net Weighted Average Pass-Through Rate for such Distribution Date and the Loan Group 5 Net Weighted Average Pass-Through Rate for such Distribution Date and the denominator of which is 12, and (ii) the sum of the Loan Group 3 Balance, the Loan Group 4 Balance and the Loan Group 5 Balance over

(y)        the product of (i) a fraction, the numerator of which is the Aggregate Groups 3-5 Weighted Average Certificate Interest Rate for such Distribution Date and the denominator of which is 12, and (ii) the sum of the Loan Group 3 Balance for such Distribution Date, the Loan Group 4 Balance for such Distribution Date and the Loan Group 5 Balance for such Distribution Date reduced by the aggregate Class Principal Balance of the Class EX-PPP and Class 5X-PPP Certificates immediately before such Distribution Date.

If for any Distribution Date the sum of the Class EX-PPP Accrued Interest and the Class 5X-PPP Accrued Interest exceeds the Aggregate Maximum Class EX-PPP and Class 5X-PPP Interest Amount for such Distribution Date, then the amount of interest associated with each Class X IO Component (as provided for in clause (1) or (2) of the definition of “Class EX-PPP Accrued Interest” or in the definition of “Class 5X-PPP Accrued Interest”), if such amount is positive, shall equal its pro rata portion of the Aggregate Maximum Class EX-PPP and Class 5X-PPP Interest Amount (allocated pro rata according to the amount of interest calculated for such Component without regard to this paragraph).

Agreement: The meaning specified in the introductory paragraph hereof.

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

Assigned Prepayment Premiums:  For any Distribution Date and any Loan Group, the sum of (a) all Prepayment Premiums collected on the Mortgage Loans in that Loan Group that are WMB Loans during the Payoff Period, (b) all payments made by the Servicer during the Payoff Period in respect of Prepayment Premiums on such Mortgage Loans pursuant to Section 3.20 and (c) all payments received by the Servicer from a Seller during the Payoff Period in respect of Prepayment Premiums on such Mortgage Loans pursuant to Section 3.4 of the Mortgage Loan Purchase Agreement.

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%.

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

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

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

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

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

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

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

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

Buydown Fund Account: A separate account created and maintained pursuant to Section 3.02 (a) with the corporate trust department of the Trustee or another financial institution selected by the Servicer, (b) within FDIC insured accounts created, maintained and monitored by the Servicer or (c) in a separate account in an Eligible Institution. Such account may be non-interest bearing or may bear interest. In the event that a Buydown Fund Account is established pursuant to clause (b) of the preceding sentence, amounts held in such Buydown Fund Account shall not exceed the level of deposit insurance coverage on such account; accordingly, more than one Buydown Fund Account may be established.

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

Carry-Forward Subsequent Recoveries Amount: For any Distribution Date and any of Loan Group 1 or Loan Group 2, the excess, if any, of (i) the Subsequent Recoveries for such Distribution Date for such Loan Group over (ii) the amount by which the Class Principal Balance of the Class of Group L-B Certificates with the lowest priority is increased in respect of Subsequent Recoveries for such Loan Group on such Distribution Date pursuant to the definition of “Class Principal Balance” herein.

For any Distribution Date and any of Loan Group 3, Loan Group 4 or Loan Group 5, the excess, if any, of (i) the Subsequent Recoveries for such Distribution Date for such Loan Group over (ii) the amount by which the Class Principal Balance of the Class of Group M-B Certificates with the lowest priority is increased in respect of Subsequent Recoveries for such Loan Group on such Distribution Date pursuant to the definition of “Class Principal Balance” herein.

Carryover Shortfall Amount: For the first Distribution Date and for any Class of Class 1A, Class 2A Class 3A, Class 4A-1, Class 4A-2, Class 4A-B and Class 5A Certificates, 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 Prior Period, at a Certificate Interest Rate equal to the applicable Index plus the applicable Certificate Margin for such Class for such Distribution Date over (b) the amount of interest that accrued on such Class Principal Balance, during the Prior Period, at the actual Certificate Interest Rate for such Class for such Distribution Date.

For any Distribution Date and for the Class CA-1B Certificates, the sum of the carryover shortfall amounts for each Class CA-1B Component, each calculated as the sum of: (i) the excess, if any, of (a) the amount of interest that would have accrued on the Component Principal Balance of such Class CA-1B Component 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 applicable Certificate Margin for such Class CA-1B Component for such Distribution Date and (2) the applicable Maximum Loan Group Rate for such Class CA-1B Component for such Distribution Date over (b) the amount of interest that accrued on such Component Principal Balance, during the No-Delay Accrual Period, at the actual Certificate Interest Rate for such Class CA-1B Component 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.

For any Distribution Date and for the Class CA-1C Certificates, the sum of the carryover shortfall amounts for each Class CA-1C Component, each calculated as the sum of: (i) the excess, if any, of (a) the amount of interest that would have accrued on the Component Principal Balance of such Class CA-1C Component 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 applicable Certificate Margin for such Class CA-1C Component for such Distribution Date and (2) the applicable Maximum Loan Group Rate for such Class CA-1C Component for such Distribution Date over (b) the amount of interest that accrued on such Component Principal Balance, during the No-Delay Accrual Period, at the actual Certificate Interest Rate for such Class CA-1C Component 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.

For any Distribution Date and for the Class DA-1B Certificates, the sum of the carryover shortfall amounts for each Class DA-1B Component, each calculated as the sum of: (i) the excess, if any, of (a) the amount of interest that would have accrued on the Component Principal Balance of such Class DA-1B Component 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 applicable Certificate Margin for such Class DA-1B Component for such Distribution Date and (2) the applicable Maximum Loan Group Rate for such Class DA-1B Component for such Distribution Date over (b) the amount of interest that accrued on such Component Principal Balance, during the No-Delay Accrual Period, at the actual Certificate Interest Rate for such Class DA-1B Component 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.

For any Distribution Date and for the Class DA-1C Certificates, the sum of the carryover shortfall amounts for each Class DA-1C Component, each calculated as the sum of: (i) the excess, if any, of (a) the amount of interest that would have accrued on the Component Principal Balance of such Class DA-1C Component 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 applicable Certificate Margin for such Class DA-1C Component for such Distribution Date and (2) the applicable Maximum Loan Group Rate for such Class DA-1C Component for such Distribution Date over (b) the amount of interest that accrued on such Component Principal Balance, during the No-Delay Accrual Period, at the actual Certificate Interest Rate for such Class DA-1C Component 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.

For any Distribution Date and for any Class of Group L-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 applicable Certificate Margin for such Class for such Distribution Date and (2) the Maximum Group L-B Rate 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.

For any Distribution Date and for any Class of Group M-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 applicable Certificate Margin for such Class for such Distribution Date and (2) the Maximum Group M-B Rate 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 the first Distribution Date and for any Class of Class 1A, Class 2A, Class CA-1B and Class CA-1C Certificates, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date and (b) such Class’ pro rata share of the aggregate Interest Distribution Amount for the Class CX-1-L and Class CX-2-PPP-L Regular Interests for such Distribution Date (such pro rata share calculated based on an allocation of such aggregate Interest Distribution Amount among the Class 1A, Class 2A, Class CA-1B and Class CA-1C Certificates pro rata according to Carryover Shortfall Amount for such Distribution Date).

For the first Distribution Date and for any Class of Class 3A, Class 4A-1, Class 4A-2, Class 4A-B, Class 5A, Class DA-1B and Class DA-1C Certificates, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date and (b) such Class’ pro rata share of the aggregate Interest Distribution Amount for the Class EX-PPP-L and Class 5X-PPP-L Regular Interests for such Distribution Date (such pro rata share calculated based on an allocation of such aggregate Interest Distribution Amount among the Class 3A, Class 4A-1, Class 4A-2, Class 4A-B, Class 5A, Class DA-1B and Class DA-1C Certificates pro rata according to Carryover Shortfall Amount for such Distribution Date).

For each Distribution Date after the first Distribution Date and for any Class of Class CA-1B and Class CA-1C Certificates, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date and (b) such Class’ pro rata share of the aggregate Interest Distribution Amount for the Class CX-1-L and Class CX-2-PPP-L Regular Interests for such Distribution Date (such pro rata share calculated based on an allocation of such aggregate Interest Distribution Amount between the Class CA-1B and Class CA-1C Certificates pro rata according to Carryover Shortfall Amount for such Distribution Date).

For each Distribution Date after the first Distribution Date and for any Class of Class DA-1B and Class DA-1C Certificates, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date and (b) such Class’ pro rata share of the aggregate Interest Distribution Amount for the Class EX-PPP-L and Class 5X-PPP-L Regular Interests for such Distribution Date (such pro rata share calculated based on an allocation of such aggregate Interest Distribution Amount between the Class DA-1B and Class DA-1C Certificates pro rata according to Carryover Shortfall Amount for such Distribution Date).

For the Class L-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 aggregate Interest Distribution Amount for the Class CX-1-L and Class CX-2-PPP-L Regular Interests for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class CA-1B and Class CA-1C Certificates and (if such Distribution Date is the first Distribution Date) for the Class 1A and Class 2A Certificates for such Distribution Date.

For the Class L-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 aggregate Interest Distribution Amount for the Class CX-1-L and Class CX-2-PPP-L Regular Interests for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class CA-1B, Class CA-1C and Class L-B-1 Certificates and (if such Distribution Date is the first Distribution Date) for the Class 1A and Class 2A Certificates for such Distribution Date.

For the Class L-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 aggregate Interest Distribution Amount for the Class CX-1-L and Class CX-2-PPP-L Regular Interests for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class CA-1B, Class CA-1C, Class L-B-1 and Class L-B-2 Certificates and (if such Distribution Date is the first Distribution Date) for the Class 1A and Class 2ACertificates for such Distribution Date.

For the Class L-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 aggregate Interest Distribution Amount for the Class CX-1-L and Class CX-2-PPP-L Regular Interests for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class CA-1B, Class CA-1C, Class L-B-1, Class L-B-2 and Class L-B-3 Certificates and (if such Distribution Date is the first Distribution Date) for the Class 1A and Class 2ACertificates for such Distribution Date.

For the Class L-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 aggregate Interest Distribution Amount for the Class CX-1-L and Class CX-2-PPP-L Regular Interests for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class CA-1B, Class CA-1C, Class L-B-1, Class L-B-2, Class L-B-3 and Class L-B-4 Certificates and (if such Distribution Date is the first Distribution Date) for the Class 1A and Class 2A Certificates for such Distribution Date.

For the Class L-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 aggregate Interest Distribution Amount for the Class CX-1-L and Class CX-2-PPP-L Regular Interests for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class CA-1B, Class CA-1C, Class L-B-1, Class L-B-2, Class L-B-3, Class L-B-4 and Class L-B-5 Certificates and (if such Distribution Date is the first Distribution Date) for the Class 1A and Class 2A Certificates for such Distribution Date.

For the Class L-B-7 Certificates for any Distribution Date, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date and (b) the excess, if any, of (i) the aggregate Interest Distribution Amount for the Class CX-1-L and Class CX-2-PPP-L Regular Interests for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class CA-1B, Class CA-1C, Class L-B-1, Class L-B-2, Class L-B-3, Class L-B-4, Class L-B-5 and Class L-B-6 Certificates and (if such Distribution Date is the first Distribution Date) for the Class 1A and Class 2A Certificates for such Distribution Date.

For the Class L-B-8 Certificates for any Distribution Date, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date and (b) the excess, if any, of (i) the aggregate Interest Distribution Amount for the Class CX-1-L and Class CX-2-PPP-L Regular Interests for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class CA-1B, Class CA-1C, Class L-B-1, Class L-B-2, Class L-B-3, Class L-B-4, Class L-B-5, Class L-B-6 and Class L-B-7 Certificates and (if such Distribution Date is the first Distribution Date) for the Class 1A and Class 2A Certificates for such Distribution Date.

For the Class L-B-9 Certificates for any Distribution Date, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date and (b) the excess, if any, of (i) the aggregate Interest Distribution Amount for the Class CX-1-L and Class CX-2-PPP-L Regular Interests for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class CA-1B, Class CA-1C, Class L-B-1, Class L-B-2, Class L-B-3, Class L-B-4, Class L-B-5, Class L-B-6, Class L-B-7 and Class L-B-8 Certificates and (if such Distribution Date is the first Distribution Date) for the Class 1A and Class 2ACertificates for such Distribution Date.

For the Class L-B-10 Certificates for any Distribution Date, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date and (b) the excess, if any, of (i) the aggregate Interest Distribution Amount for the Class CX-1-L and Class CX-2-PPP-L Regular Interests for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class CA-1B, Class CA-1C, Class L-B-1, Class L-B-2, Class L-B-3, Class L-B-4, Class L-B-5, Class L-B-6, Class L-B-7, Class L-B-8 and Class L-B-9 Certificates and (if such Distribution Date is the first Distribution Date) for the Class 1A and Class 2ACertificates for such Distribution Date.

For the Class L-B-11 Certificates for any Distribution Date, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date and (b) the excess, if any, of (i) the aggregate Interest Distribution Amount for the Class CX-1-L and Class CX-2-PPP-L Regular Interests for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class CA-1B, Class CA-1C, Class L-B-1, Class L-B-2, Class L-B-3, Class L-B-4, Class L-B-5, Class L-B-6, Class L-B-7, Class L-B-8, Class L-B-9 and Class L-B-10 Certificates and (if such Distribution Date is the first Distribution Date) for the Class 1A and Class 2A Certificates for such Distribution Date.

For the Class L-B-12 Certificates for any Distribution Date, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date and (b) the excess, if any, of (i) the aggregate Interest Distribution Amount for the Class CX-1-L and Class CX-2-PPP-L Regular Interests for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class CA-1B, Class CA-1C, Class L-B-1, Class L-B-2, Class L-B-3, Class L-B-4, Class L-B-5, Class L-B-6, Class L-B-7, Class L-B-8, Class L-B-9, Class L-B-10 and Class L-B-11 Certificates and (if such Distribution Date is the first Distribution Date) for the Class 1A and Class 2A Certificates for such Distribution Date.

For the Class L-B-13 Certificates for any Distribution Date, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date and (b) the excess, if any, of (i) the aggregate Interest Distribution Amount for the Class CX-1-L and Class CX-2-PPP-L Regular Interests for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class CA-1B, Class CA-1C, Class L-B-1, Class L-B-2, Class L-B-3, Class L-B-4, Class L-B-5, Class L-B-6, Class L-B-7, Class L-B-8, Class L-B-9, Class L-B-10, Class L-B-11 and Class L-B-12 Certificates and (if such Distribution Date is the first Distribution Date) for the Class 1A and Class 2A Certificates for such Distribution Date.

For the Class L-B-14 Certificates for any Distribution Date, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date and (b) the excess, if any, of (i) the aggregate Interest Distribution Amount for the Class CX-1-L and Class CX-2-PPP-L Regular Interests for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class CA-1B, Class CA-1C, Class L-B-1, Class L-B-2, Class L-B-3, Class L-B-4, Class L-B-5, Class L-B-6, Class L-B-7, Class L-B-8, Class L-B-9, Class L-B-10, Class L-B-11, Class L-B-12 and Class L-B-13 Certificates and (if such Distribution Date is the first Distribution Date) for the Class 1A and Class 2A Certificates for such Distribution Date.

 

For the Class M-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 aggregate Interest Distribution Amount for the Class EX-PPP-L and Class 5X-PPP-L Regular Interests for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class DA-1B and Class DA-1C Certificates and (if such Distribution Date is the first Distribution Date) for the Class 3A, Class 4A-1, Class 4A-2, Class 4A-B and Class 5ACertificates for such Distribution Date.

For the Class M-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 aggregate Interest Distribution Amount for the Class EX-PPP-L and Class 5X-PPP-L Regular Interests for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class DA-1B, Class DA-1C and Class M-B-1 Certificates and (if such Distribution Date is the first Distribution Date) for the Class 3A, Class 4A-1, Class 4A-2, Class 4A-B and Class 5A Certificates for such Distribution Date.

For the Class M-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 aggregate Interest Distribution Amount for the Class EX-PPP-L and Class 5X-PPP-L Regular Interests for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class DA-1B, Class DA-1C, Class M-B-1 and Class M-B-2 Certificates and (if such Distribution Date is the first Distribution Date) for the Class 3A, Class 4A-1, Class 4A-2, Class 4A-B and Class 5A Certificates for such Distribution Date.

For the Class M-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 aggregate Interest Distribution Amount for the Class EX-PPP-L and Class 5X-PPP-L Regular Interests for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class DA-1B, Class DA-1C, Class M-B-1, Class M-B-2 and Class M-B-3 Certificates and (if such Distribution Date is the first Distribution Date) for the Class 3A, Class 4A-1, Class 4A-2, Class 4A-B and Class 5A Certificates for such Distribution Date.

For the Class M-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 aggregate Interest Distribution Amount for the Class EX-PPP-L and Class 5X-PPP-L Regular Interests for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class DA-1B, Class DA-1C, Class M-B-1, Class M-B-2, Class M-B-3 and Class M-B-4 Certificates and (if such Distribution Date is the first Distribution Date) for the Class 3A, Class 4A-1, Class 4A-2, Class 4A-B and Class 5A Certificates for such Distribution Date.

For the Class M-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 aggregate Interest Distribution Amount for the Class EX-PPP-L and Class 5X-PPP-L Regular Interests for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class DA-1B, Class DA-1C, Class M-B-1, Class M-B-2, Class M-B-3, Class M-B-4 and Class M-B-5 Certificates and (if such Distribution Date is the first Distribution Date) for the Class 3A, Class 4A-1, Class 4A-2, Class 4A-B and Class 5ACertificates for such Distribution Date.

For the Class M-B-7 Certificates for any Distribution Date, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date and (b) the excess, if any, of (i) the aggregate Interest Distribution Amount for the Class EX-PPP-L and Class 5X-PPP-L Regular Interests for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class DA-1B, Class DA-1C, Class M-B-1, Class M-B-2, Class M-B-3, Class M-B-4, Class M-B-5 and Class M-B-6 Certificates and (if such Distribution Date is the first Distribution Date) for the Class 3A, Class 4A-1, Class 4A-2, Class 4A-B and Class 5ACertificates for such Distribution Date.

For the Class M-B-8 Certificates for any Distribution Date, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date and (b) the excess, if any, of (i) the aggregate Interest Distribution Amount for the Class EX-PPP-L and Class 5X-PPP-L Regular Interests for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class DA-1B, Class DA-1C, Class M-B-1, Class M-B-2, Class M-B-3, Class M-B-4, Class M-B-5, Class M-B-6 and Class M-B-7 Certificates and (if such Distribution Date is the first Distribution Date) for the Class 3A, Class 4A-1, Class 4A-2, Class 4A-B and Class 5A Certificates for such Distribution Date.

For the Class M-B-9 Certificates for any Distribution Date, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date and (b) the excess, if any, of (i) the aggregate Interest Distribution Amount for the Class EX-PPP-L and Class 5X-PPP-L Regular Interests for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class DA-1B, Class DA-1C, Class M-B-1, Class M-B-2, Class M-B-3, Class M-B-4, Class M-B-5, Class M-B-6, Class M-B-7 and Class M-B-8 Certificates and (if such Distribution Date is the first Distribution Date) for the Class 3A, Class 4A-1, Class 4A-2, Class 4A-B and Class 5A Certificates for such Distribution Date.

For the Class M-B-10 Certificates for any Distribution Date, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date and (b) the excess, if any, of (i) the aggregate Interest Distribution Amount for the Class EX-PPP-L and Class 5X-PPP-L Regular Interests for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class DA-1B, Class DA-1C, Class M-B-1, Class M-B-2, Class M-B-3, Class M-B-4, Class M-B-5, Class M-B-6, Class M-B-7, Class M-B-8 and Class M-B-9 Certificates and (if such Distribution Date is the first Distribution Date) for the Class 3A, Class 4A-1, Class 4A-2, Class 4A-B and Class 5A Certificates for such Distribution Date.

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

Certificate Account: The separate trust account created pursuant to Section 3.04 and maintained with the Trustee, the Investment Depository or any Eligible Institution, which account shall be entitled “Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2007-OA3 Trust Certificate Account”. Funds in the Certificate Account may be invested in Eligible Investments pursuant to Section 3.04(d) and reinvestment earnings thereon shall be paid to the Servicer as additional servicing compensation. Funds deposited in the Certificate Account (exclusive of the WMB Servicing Fee) shall be held in trust for the Certificateholders and for the uses and purposes set forth in Section 2.01, Section 3.04, Section 3.05, Section 4.01, Section 4.04 and Section 4.05.

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

Certificate Interest Rate: For each Class of REMIC I Regular Interests, REMIC II Regular Interests, REMIC III Regular Interests and REMIC IV Regular Interests or Component thereof, as applicable (other than the Class CX-1-L, Class CX-2-PPP-L, Class EX-PPP-L, Class 5X-PPP-L Regular Interests) and the Class R-1 Residual Interest, the per annum rate set forth as the Certificate Interest Rate for such Class or Component in the Preliminary Statement hereto.

Certificate Margin: For each Class or REMIC IV Regular Interests (or Component thereof, if applicable) and for any Distribution Date, the related margin for purposes of calculating the Certificate Interest Rate for such Class for such Distribution Date, as specified in the applicable note (or, in the case of any Component, in the applicable paragraph of the applicable note) to the table entitled “REMIC IV Interests” in the Preliminary Statement hereto.

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

Certificate Principal Balance:  For each Certificate of any Class, the portion of the related Class Principal Balance, if any, represented by such Certificate; provided, however, that each Class CX-1, Class CX-2-PPP, Class EX-PPP, Class FX and Class 5X-PPP Certificate will represent a portion of the related Class Principal Balance equal to its Percentage Interest in the Class CX-1-L Notional Amount, Class CX-2-PPP-L Notional Amount, Class EX-PPP-L Notional Amount, Class FX-L Notional Amount or the Class 5X-PPP-L Notional Amount, as applicable.

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 Group 1 and Group 2 Mortgage Loans from the REMIC I Available Distribution Amount, all REMIC II Regular Interests or the Class R-2 Residual Interest having the same priority and rights to payments on the Group 3, Group 4 and Group 5 Mortgage Loans from the REMIC II Available Distribution Amount, all REMIC III Regular Interests or the Class R-3 Residual Interest having the same priority and rights to payments on the REMIC I and REMIC II Regular Interests from the REMIC III Available Distribution Amount and all REMIC IV Regular Interests or the Class R-4 Residual Interest having the same priority and rights to payments on the REMIC III Regular Interests from the REMIC IV Available Distribution Amount, as applicable, which REMIC I Regular Interests, REMIC II Regular Interests, REMIC III Regular Interests, REMIC IV Regular Interests and Class R Residual Interests, as applicable, shall be designated as a separate Class, and which, in the case of the Certificates (including the Class R Certificates representing ownership of the Class R Residual Interests), shall be set forth in the applicable forms of Certificates attached hereto as Exhibits A and B. Each Class of REMIC I Regular Interests and the Class R-1 Residual Interest shall be entitled to receive the amounts allocated to such Class pursuant to the definition of “REMIC I Distribution Amount” only to the extent of the REMIC I Available Distribution Amount for such Distribution Date remaining after distributions in accordance with prior clauses of the definition of “REMIC I Distribution Amount,” each Class of REMIC II Regular Interests and the Class R-2 Residual Interest shall be entitled to receive the amounts allocated to such Class pursuant to the definition of “REMIC II Distribution Amount” only to the extent of the REMIC II Available Distribution Amount for such Distribution Date remaining after distributions in accordance with prior clauses of the definition of “REMIC II Distribution Amount,” each Class of REMIC III Regular Interests and the Class R-3 Residual Interest shall be entitled to receive the amounts allocated to such Class pursuant to the definition of “REMIC III Distribution Amount” only to the extent of the REMIC III Available Distribution Amount for such Distribution Date remaining after distributions in accordance with prior clauses of the definition of “REMIC III Distribution Amount” and each Class of REMIC IV Regular Interests and the Class R-4 Residual Interest shall be entitled to receive the amounts allocated to such Class pursuant to the definition of “REMIC IV Distribution Amount” only to the extent of the REMIC IV Available Distribution Amount for such Distribution Date remaining after distributions in accordance with prior clauses of the definition of “REMIC IV Distribution Amount.”

In addition to their rights to receive payments from the REMIC IV Available Distribution Amount on their Corresponding Class of REMIC IV Regular Interests, (i) the Class CA-1B, Class CA-1C and Group L-B Certificates (and, for the first Distribution Date, the Class 1A and Class 2A Certificates) shall be entitled to receive payments, if any, as specified in the second paragraph of Section 4.05(a) and (ii) the Class CX-2-PPP Certificates shall be entitled to receive payments, if any, as specified in the fourth paragraph of Section 4.05(a).  Notwithstanding the right of the Class CX-1 and Class CX-2-PPP Certificates to receive payments from the REMIC IV Available Distribution Amount on their Corresponding Classes of REMIC IV Regular Interests, the amount of such payments may be reduced as specified in the second paragraph of Section 4.05(a).

In addition to their rights to receive payments from the REMIC IV Available Distribution Amount on their Corresponding Class of REMIC IV Regular Interests, (i) the Class DA-1B, Class DA-1C and Group M-B Certificates (and, for the first Distribution Date, the Class 3A, Class 4A-1, Class 4A-2, Class 4A-B and Class 5A Certificates) shall be entitled to receive payments, if any, as specified in the fifth paragraph of Section 4.05(a), (ii) the Class EX-PPP Certificates shall be entitled to receive payments, if any, as specified in the seventh paragraph of Section 4.05(a) and (iii) the Class 5X-PPP Certificates shall be entitled to receive payments, if any, as specified in the seventh paragraph of Section 4.05(a).  Notwithstanding the right of the Class EX-PPP and Class 5X-PPP Certificates to receive payments from the REMIC IV Available Distribution Amount on their Corresponding Classes of REMIC IV Regular Interests, the amount of such payments may be reduced as specified in the fifth paragraph of Section 4.05(a).

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

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

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

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

c

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

Class 4A-1-L Regular Interest:  The uncertificated undivided beneficial interest in REMIC IV which constitutes a REMIC IV Regular Interest and is entitled to distributions as set forth herein.

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

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

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

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

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

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

Class A Certificates:  The Class 1A, Class 2A, Class 3A, Class 4A-1, Class 4A-2, Class 4A-B, Class 5A, Class CA-1B, Class CA-1C, Class DA-1B and Class DA-1C Certificates.

Class A-L Regular Interests:  The Class 1A-L, Class 2A-L, Class 3A-L, Class 4A-1-L, Class 4A-2-L, Class 4A-B-L, Class 5A-L, Class CA-1B-L, Class CA-1C-L, Class DA-1B-L and Class DA-1C-L Regular Interests.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Class L-B-10 Certificates:  The Certificates designated as “Class L-B-10” on the face thereof in substantially the form attached hereto as Exhibit A.

Class L-B-10-L Regular Interest:  The uncertificated undivided beneficial interest in REMIC IV which constitutes a REMIC IV Regular Interest and is entitled to distributions as set forth herein.

Class L-B-11 Certificates:  The Certificates designated as “Class L-B-11” on the face thereof in substantially the form attached hereto as Exhibit A.

Class L-B-11-L Regular Interest:  The uncertificated undivided beneficial interest in REMIC IV which constitutes a REMIC IV Regular Interest and is entitled to distributions as set forth herein.

Class L-B-12 Certificates:  The Certificates designated as “Class L-B-12” on the face thereof in substantially the form attached hereto as Exhibit A.

Class L-B-12-L Regular Interest:  The uncertificated undivided beneficial interest in REMIC IV which constitutes a REMIC IV Regular Interest and is entitled to distributions as set forth herein.

Class L-B-13 Certificates:  The Certificates designated as “Class L-B-13” on the face thereof in substantially the form attached hereto as Exhibit A.

Class L-B-13-L Regular Interest:  The uncertificated undivided beneficial interest in REMIC IV which constitutes a REMIC IV Regular Interest and is entitled to distributions as set forth herein.

Class L-B-14 Certificates:  The Certificates designated as “Class L-B-14” on the face thereof in substantially the form attached hereto as Exhibit A.

Class L-B-14-L Regular Interest:  The uncertificated undivided beneficial interest in REMIC IV which constitutes a REMIC IV Regular Interest and is entitled to distributions as set forth herein.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Class M-B-10 Certificates:  The Certificates designated as “Class M-B-10” on the face thereof in substantially the form attached hereto as Exhibit A.

Class M-B-10-L Regular Interest:  The uncertificated undivided beneficial interest in REMIC IV which constitutes a REMIC IV Regular Interest and is entitled to distributions as set forth herein.

Class CA Group 1 Component:  The Class CA-1B Group 1 or Class CA-1C Group 1 Component, as applicable.

Class CA Group 2 Component:  The Class CA-1B Group 2 or Class CA-1C Group 2 Component, as applicable.

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

Class CA-1B Component:  The Class CA-1B Group 1 Component or the Class CA-1B Group 2 Component, as applicable.

Class CA-1B Group 1 Component:  The portion of the Class CA-1B-L Regular Interest that is entitled to distributions in respect of the Class CA-1B Group 1 Component Principal Balance.

Class CA-1B Group 2 Component:  The portion of the Class CA-1B-L Regular Interest that is entitled to distributions on or in respect of the Class CA-1B Group 2 Component Principal Balance.

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

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

Class CA-1C Component:  The Class CA-1C Group 1 Component or the Class CA-1C Group 2 Component, as applicable.

Class CA-1C Group 1 Component:  The portion of the Class CA-1C-L Regular Interest that is entitled to distributions in respect of the Class CA-1C Group 1 Component Principal Balance.

Class CA-1C Group 2 Component:  The portion of the Class CA-1C-L Regular Interest that is entitled to distributions on or in respect of the Class CA-1C Group 2 Component Principal Balance.

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

Class CX-1 Accrued Interest:  For any Distribution Date, the sum of:

(1)        interest associated with the Class CX-1 Subgroup 1-A IO Component, which is the excess, if any, of

(x)        the sum of (A) the product of (i) a fraction, the numerator of which is the Subgroup 1-A Weighted Average Pass-Through Rate for such Distribution Date and the denominator of which is 12, and (ii) the Subgroup 1-A Balance for such Distribution Date, and (B) if Loan Group 1 is an Undercollateralized Group, the product of (i) the Interest Transfer Amount for Loan Group 1 for such Distribution Date and (ii) the Interest Transfer Amount Fraction for Subgroup 1-A for such Distribution Date over

(y)        the product of (i) a fraction, the numerator of which is the Group 1 Weighted Average Certificate Interest Rate for such Distribution Date and the denominator of which is 12, (ii) the sum of (a) the Class 1A Principal Balance immediately before such Distribution Date, (b) the aggregate Component Principal Balance of the Class CA Group 1 Components immediately before such Distribution Date, (c) the Subordinate Component Balance for Loan Group 1 immediately before such Distribution Date and (d) if Loan Group 1 is an Overcollateralized Group, the Overcollateralization Amount for Loan Group 1 for such Distribution Date and (iii) the Subgroup Fraction for Subgroup 1-A for such Distribution Date; and

(2)        interest associated with the Class CX-1 Subgroup 2-A IO Component, which is the excess, if any, of

(x)        the sum of (A) the product of (i) a fraction, the numerator of which is the Subgroup 2-A Weighted Average Pass-Through Rate for such Distribution Date and the denominator of which is 12, and (ii) the Subgroup 2-A Balance for such Distribution Date, and (B) if Loan Group 2 is an Undercollateralized Group, the product of (i) the Interest Transfer Amount for Loan Group 2 for such Distribution Date and (ii) the Interest Transfer Amount Fraction for Subgroup 2-A for such Distribution Date over

(y)        the product of (i) a fraction, the numerator of which is the Group 2 Weighted Average Certificate Interest Rate for such Distribution Date and the denominator of which is 12, (ii) the sum of (a) the Class 2A Principal Balance immediately before such Distribution Date, (b) the aggregate Component Principal Balance of the Class CA Group 2 Components immediately before such Distribution Date, (c) the Subordinate Component Balance for Loan Group 2 immediately before such Distribution Date and (d) if Loan Group 2 is an Overcollateralized Group, the Overcollateralization Amount for Loan Group 2 for such Distribution Date and (iii) the Subgroup Fraction for Subgroup 2-A for such Distribution Date;

provided, however, that if the sum of the Class CX-1 Accrued Interest and the Class CX-2-PPP Accrued Interest exceeds the Aggregate Maximum Class CX Interest Amount for such Distribution Date, then the amount above may be reduced in accordance with the definition of “Aggregate Maximum Class CX Interest Amount”.

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

Class CX-1 Subgroup 1-A IO Component:  The portion of the Class CX-1-L Regular Interest that is entitled to distributions of interest derived from Subgroup 1-A.

Class CX-1 Subgroup 1-A PO Component:  The portion of the Class CX-1-L Regular Interest that is entitled to distributions in respect of the Class CX-1 Subgroup 1-A Component Principal Balance.

Class CX-1 Subgroup 2-A IO Component:  The portion of the Class CX-1-L Regular Interest that is entitled to distributions of interest derived from Subgroup 2-A.

Class CX-1 Subgroup 2-A PO Component:  The portion of the Class CX-1-L Regular Interest that is entitled to distributions in respect of the Class CX-1 Subgroup 2-A Component Principal Balance.

Class CX-1-L Notional Amount:  The aggregate principal balance of the Subgroup 1-A and Subgroup 2-A Mortgage Loans as of the Cut-Off Date (after giving effect to payments due on those Mortgage Loans on that date).

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

Class CX-2-PPP Accrued Interest:  For any Distribution Date, the sum of:

(1)        interest associated with the Class CX-2-PPP Subgroup 1-B IO Component, which is the excess, if any, of

(x)        the sum of (A) the product of (i) a fraction, the numerator of which is the Subgroup 1-B Weighted Average Pass-Through Rate for such Distribution Date and the denominator of which is 12, and (ii) the Subgroup 1-B Balance for such Distribution Date, and (B) if Loan Group 1 is an Undercollateralized Group, the product of (i) the Interest Transfer Amount for Loan Group 1 for such Distribution Date and (ii) the Interest Transfer Amount Fraction for Subgroup 1-B for such Distribution Date over

(y)        the product of (i) a fraction, the numerator of which is the Group 1 Weighted Average Certificate Interest Rate for such Distribution Date and the denominator of which is 12, (ii) the sum of (a) the Class 1A Principal Balance immediately before such Distribution Date, (b) the aggregate Component Principal Balance of the Class CA Group 1 Components immediately before such Distribution Date, (c) the Subordinate Component Balance for Loan Group 1 immediately before such Distribution Date and (d) if Loan Group 1 is an Overcollateralized Group, the Overcollateralization Amount for Loan Group 1 for such Distribution Date and (iii) the Subgroup Fraction for Subgroup 1-B for such Distribution Date; and

(2)        interest associated with the Class CX-2-PPP Subgroup 2-B IO Component, which is the excess, if any, of

(x)        the sum of (A) the product of (i) a fraction, the numerator of which is the Subgroup 2-B Weighted Average Pass-Through Rate for such Distribution Date and the denominator of which is 12, and (ii) the Subgroup 2-B Balance for such Distribution Date, and (B) if Loan Group 2 is an Undercollateralized Group, the product of (i) the Interest Transfer Amount for Loan Group 2 for such Distribution Date and (ii) the Interest Transfer Amount Fraction for Subgroup 2-B for such Distribution Date over

(y)        the product of (i) a fraction, the numerator of which is the Group 2 Weighted Average Certificate Interest Rate for such Distribution Date and the denominator of which is 12, (ii) the sum of (a) the Class 2A Principal Balance immediately before such Distribution Date, (b) the aggregate Component Principal Balance of the Class CA Group 2 Components immediately before such Distribution Date, (c) the Subordinate Component Balance for Loan Group 2 immediately before such Distribution Date and (d) if Loan Group 2 is an Overcollateralized Group, the Overcollateralization Amount for Loan Group 2 for such Distribution Date and (iii) the Subgroup Fraction for Subgroup 2-B for such Distribution Date;

provided, however, that if the sum of the Class CX-1 Accrued Interest and the Class CX-2-PPP Accrued Interest exceeds the Aggregate Maximum Class CX Interest Amount for such Distribution Date, then the amount above may be reduced in accordance with the definition of “Aggregate Maximum Class CX Interest Amount”.

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

Class CX-2-PPP Subgroup 1-B IO Component:  The portion of the Class CX-2-PPP-L Regular Interest that is entitled to distributions of interest derived from Subgroup 1-B.

Class CX-2-PPP Subgroup 1-B PO Component:  The portion of the Class CX-2-PPP-L Regular Interest that is entitled to distributions in respect of the Class CX-2-PPP Subgroup 1-B Component Principal Balance.

Class CX-2-PPP Subgroup 2-B IO Component:  The portion of the Class CX-2-PPP-L Regular Interest that is entitled to distributions of interest derived from Subgroup 2-B.

Class CX-2-PPP Subgroup 2-B PO Component:  The portion of the Class CX-2-PPP-L Regular Interest that is entitled to distributions in respect of the Class CX-2-PPP Subgroup 2-B Component Principal Balance.

Class CX-2-PPP-L Notional Amount:  The aggregate principal balance of the Subgroup 1-B and Subgroup 2-B Mortgage Loans as of the Cut-Off Date (after giving effect to payments due on those Mortgage Loans on that date).

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

Class DA Group 3 Component:  The Class DA-1B Group 3 or Class DA-1C Group 3 Component, as applicable.

Class DA Group 4 Component:  The Class DA-1B Group 4 or Class DA-1C Group 4 Component, as applicable.

Class DA Group 5 Component:  The Class DA-1B Group 5 or Class DA-1C Group 5 Component, as applicable.

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

Class DA-1B Component:  The Class DA-1B Group 3 Component, the Class DA-1B Group 4 Component or the Class DA-1B Group 5 Component, as applicable.

Class DA-1B Group 3 Component:  The portion of the Class DA-1B-L Regular Interest that is entitled to distributions in respect of the Class DA-1B Group 3 Component Principal Balance.

Class DA-1B Group 4 Component:  The portion of the Class DA-1B-L Regular Interest that is entitled to distributions in respect of the Class DA-1B Group 4 Component Principal Balance.

Class DA-1B Group 5 Component:  The portion of the Class DA-1B-L Regular Interest that is entitled to distributions in respect of the Class DA-1B Group 5 Component Principal Balance.

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

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

Class DA-1C Component:  The Class DA-1C Group 3 Component, Class DA-1C Group 4 Component or the Class DA-1C Group 5 Component, as applicable.

Class DA-1C Group 3 Component:  The portion of the Class DA-1C-L Regular Interest that is entitled to distributions in respect of the Class DA-1C Group 3 Component Principal Balance.

Class DA-1C Group 4 Component:  The portion of the Class DA-1C-L Regular Interest that is entitled to distributions in respect of the Class DA-1C Group 4 Component Principal Balance.

Class DA-1C Group 5 Component:  The portion of the Class DA-1C-L Regular Interest that is entitled to distributions in respect of the Class DA-1C Group 5 Component Principal Balance.

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

Class EX-PPP Accrued Interest:  For any Distribution Date, the sum of:

(1)        interest associated with the Class EX-PPP Loan Group 3 IO Component, which is the excess, if any, of

(x)        the sum of (A) the product of (i) a fraction, the numerator of which is the Loan Group 3 Weighted Average Pass-Through Rate for such Distribution Date and the denominator of which is 12, and (ii) the Loan Group 3 Balance for such Distribution Date, and (B) if Loan Group 3 is an Undercollateralized Group, the Interest Transfer Amount for Loan Group 3 for such Distribution Date over

(y)        the product of (i) a fraction, the numerator of which is the Group 3 Weighted Average Certificate Interest Rate for such Distribution Date and the denominator of which is 12, (ii) the sum of (a) the Class 3A Principal Balance immediately before such Distribution Date, (b) the aggregate Component Principal Balance of the Class DA Group 3 Components immediately before such Distribution Date, (c) the Subordinate Component Balance for Loan Group 3 immediately before such Distribution Date and (d) if Loan Group 3 is an Overcollateralized Group, the Overcollateralization Amount for Loan Group 3 for such Distribution Date; and

(2)        interest associated with the Class EX-PPP Loan Group 4 IO Component, which is the excess, if any, of

(x)        the sum of (A) the product of (i) a fraction, the numerator of which is the Loan Group 4 Net Weighted Average Pass-Through Rate for such Distribution Date and the denominator of which is 12, and (ii) the Loan Group 4 Balance for such Distribution Date, and (B) if Loan Group 4 is an Undercollateralized Group, the Interest Transfer Amount for Loan Group 4 for such Distribution Date over

(y)        the product of (i) a fraction, the numerator of which is the Group 4 Weighted Average Certificate Interest Rate for such Distribution Date and the denominator of which is 12, (ii) the sum of (a) the Class 4A-1, Class 4A-2 and Class 4A-B Principal Balances immediately before such Distribution Date, (b) the aggregate Component Principal Balance of the Class DA Group 4 Components immediately before such Distribution Date, (c) the Subordinate Component Balance for Loan Group 4 immediately before such Distribution Date and (d) if Loan Group 4 is an Overcollateralized Group, the Overcollateralization Amount for Loan Group 4 for such Distribution Date;

provided, however, that if the sum of the Class EX-PPP Accrued Interest and the Class 5X-PPP Accrued Interest exceeds the Aggregate Maximum Class EX-PPP and Class 5X-PPP Interest Amount for such Distribution Date, then the amount above may be reduced in accordance with the definition of “Aggregate Maximum Class EX-PPP and Class 5X-PPP Interest Amount”.

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

Class EX-PPP Loan Group 3 IO Component:  The portion of the Class EX-PPP-L Regular Interest that is entitled to distributions of interest derived from Loan Group 3.

Class EX-PPP Loan Group 3 PO Component:  The portion of the Class EX-PPP-L Regular Interest that is entitled to distributions in respect of the Class EX-PPP Loan Group 3 Component Principal Balance.

Class EX-PPP Loan Group 4 IO Component:  The portion of the Class EX-PPP-L Regular Interest that is entitled to distributions of interest derived from Loan Group 4.

Class EX-PPP Loan Group 4 PO Component:  The portion of the Class EX-PPP-L Regular Interest that is entitled to distributions in respect of the Class EX-PPP Loan Group 4 Component Principal Balance.

Class EX-PPP-L Notional Amount:  The aggregate principal balance of the Group 3 and Group 4 Mortgage Loans as of the Cut-Off Date (after giving effect to payments due on those Mortgage Loans on that date).

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

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

Class FX Notional Amount:  For any Distribution Date, the sum of the Subgroup 4A and Subgroup 5A Balances for such Distribution Date.

Class FX-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 FX-M 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 FX-Subgroup 4-A Accrued Interest:  For each Distribution Date an amount equal to the product of (a) the weighted average of an amount on each mortgage loan in Subgroup 4-A which is calculated as follows: (i) for each mortgage loan in Subgroup 4-A that was in its initial three month fixed rate period in the calendar month immediately preceding such distribution date, 0.00% and (ii) for each mortgage loan in Subgroup 4-A that was not in its initial three month fixed rate period in the calendar month immediately preceding such distribution date, the excess, if any, of the initial Margin for such mortgage loan over 1.475% and (b) the Subgroup 4-A Balance.

Class FX-Subgroup 5-A Accrued Interest:  For each Distribution Date an amount equal to the product of (a) the weighted average of an amount on each mortgage loan in Subgroup 5-A which is calculated as follows: (i) for each mortgage loan in Subgroup 5-A that was in its initial three month fixed rate period in the calendar month immediately preceding such distribution date, 0.00% and (ii) for each mortgage loan in Subgroup 5-A that was not in its initial three month fixed rate period in the calendar month immediately preceding such distribution date, the excess, if any, of the initial Margin for such mortgage loan over 2.125% and (b) the Subgroup 5-A Balance.

Class 5X-PPP Accrued Interest:  For any Distribution Date, the excess, if any, of:

(x)        the sum of (A) the product of (i) a fraction, the numerator of which is the Loan Group 5 Net Weighted Average Pass-Through Rate for such Distribution Date and the denominator of which is 12, and (ii) the Loan Group 5 Balance for such Distribution Date, and (B) if Loan Group 5 is an Undercollateralized Group, the Interest Transfer Amount for Loan Group 5 for such Distribution Date over

(y)        the product of (i) a fraction, the numerator of which is the Group 5 Weighted Average Certificate Interest Rate for such Distribution Date and the denominator of which is 12, and (ii) the sum of (a) the Class 5A Principal Balance immediately before such Distribution Date, (b) the aggregate Component Principal Balance of the Class DA Group 5 Components immediately before such Distribution Date, (c) the Subordinate Component Balance for Loan Group 5 immediately before such Distribution Date and (d) if Loan Group 5 is an Overcollateralized Group, the Overcollateralization Amount for Loan Group 5 for such Distribution Date;

provided, however, that if the sum of the Class EX-PPP Accrued Interest and the Class 5X-PPP Accrued Interest exceeds the Aggregate Maximum Class EX-PPP and Class 5X-PPP Interest Amount for such Distribution Date, then the amount above may be reduced in accordance with the definition of “Aggregate Maximum Class EX-PPP and Class 5X-PPP Interest Amount”.

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

Class 5X-PPP-L Notional Amount:  The aggregate principal balance of the Group 5 Mortgage Loans as of the Cut-Off Date (after giving effect to payments due on those Mortgage Loans on that date).

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

Class III-LT Principal Reduction Amounts For any Distribution Date, the amounts by which the Class Principal Balances of the Class III-LTY1, Class III-LTY2, Class III-LTY3, Class III-LTY4, Class III-LTY5, Class III-LT1, Class III-LT2, Class III-LT3, Class III-LT4, Class III-LT6, Class III-LT7, Class III-LT8, Class III-LT9, Class III-LT10, Class III-LT11, Class III-LT12, Class III-LT14, Class III-LT15, Class III-LT16, Class III-LT18, Class III-LT19 and Class III-LT20 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 III-LT Regular Interests: The Class III-LTY1, Class III-LTY2, Class III-LTY3, Class III-LTY4, Class III-LTY5, Class III-LT1, Class III-LT2, Class III-LT3, Class III-LT4, Class III-LT6, Class III-LT7, Class III-LT8, Class III-LT9, Class III-LT10, Class III-LT11, Class III-LT12, Class III-LT14, Class III-LT15, Class III-LT16, Class III-LT18, Class III-LT19 and Class III-LT20 Regular Interests.

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

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

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

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

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

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

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

Class III-LT6 Principal Distribution Amount For any Distribution Date, the excess, if any, of the Class III-LT6 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class III-LT6 Regular Interest on such Distribution Date.

Class III-LT6 Regular Interest: The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein.

Class III-LT7 Principal Distribution Amount For any Distribution Date, the excess, if any, of the Class III-LT7 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class III-LT7 Regular Interest on such Distribution Date.

Class III-LT7 Regular Interest: The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein.

Class III-LT8 Principal Distribution Amount For any Distribution Date, the excess, if any, of the Class III-LT8 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class III-LT8 Regular Interest on such Distribution Date.

Class III-LT8 Regular Interest: The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein.

Class III-LT9 Regular Interest: The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein.

Class III-LT10 Principal Distribution Amount For any Distribution Date, the excess, if any, of the Class III-LT10 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class III-LT10 Regular Interest on such Distribution Date.

Class III-LT10 Regular Interest: The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein.

Class III-LT11 Principal Distribution Amount For any Distribution Date, the excess, if any, of the Class III-LT11 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class III-LT11 Regular Interest on such Distribution Date.

Class III-LT11 Regular Interest: The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein.

Class III-LT12 Principal Distribution Amount For any Distribution Date, the excess, if any, of the Class III-LT12 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class III-LT12 Regular Interest on such Distribution Date.

Class III-LT12 Regular Interest: The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein.

Class III-LT14 Principal Distribution Amount For any Distribution Date, the excess, if any, of the Class III-LT14 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class III-LT14 Regular Interest on such Distribution Date.

Class III-LT14 Regular Interest: The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein.

Class III-LT15 Principal Distribution Amount For any Distribution Date, the excess, if any, of the Class III-LT15 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class III-LT15 Regular Interest on such Distribution Date.

Class III-LT15 Regular Interest: The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein.

Class III-LT16 Principal Distribution Amount For any Distribution Date, the excess, if any, of the Class III-LT16 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class III-LT16 Regular Interest on such Distribution Date.

Class III-LT16 Regular Interest: The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein.

Class III-LT18 Principal Distribution Amount For any Distribution Date, the excess, if any, of the Class III-LT18 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class III-LT18 Regular Interest on such Distribution Date.

Class III-LT18 Regular Interest: The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein.

Class III-LT19 Principal Distribution Amount For any Distribution Date, the excess, if any, of the Class III-LT19 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class III-LT19 Regular Interest on such Distribution Date.

Class III-LT19 Regular Interest: The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein.

Class III-LT20 Principal Distribution Amount For any Distribution Date, the excess, if any, of the Class III-LT20 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class III-LT20 Regular Interest on such Distribution Date.

Class III-LT20 Regular Interest: The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein.

Class III-LTY1 Principal Distribution Amount For any Distribution Date, the amount, if any, distributed as principal to the Class I-Y-1 Regular Interest on such Distribution Date.

Class III-LTY1 Regular Interest: The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein.

Class III-LTY2 Principal Distribution Amount For any Distribution Date, the amount, if any, distributed as principal to the Class I-Y-2 Regular Interest on such Distribution Date.

Class III-LTY2 Regular Interest: The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein.

Class III-LTY3 Principal Distribution Amount For any Distribution Date, the amount, if any, distributed as principal to the Class II-Y-1 Regular Interest on such Distribution Date.

Class III-LTY3 Regular Interest: The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein.

Class III-LTY4 Principal Distribution Amount For any Distribution Date, the amount, if any, distributed as principal to the Class II-Y-2 Regular Interest on such Distribution Date.

Class III-LTY4 Regular Interest: The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein.

Class III-LTY5 Principal Distribution Amount For any Distribution Date, the amount, if any, distributed as principal to the Class II-Y-3 Regular Interest on such Distribution Date.

Class III-LTY5 Regular Interest: The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein.

Class Notional Amount:  With respect to the Class CX-1 Certificates and the Class CX-1-L Regular Interest, the Class CX-1-L Notional Amount. With respect to the Class CX-2-PPP Certificates and the Class CX-2-PPP-L Regular Interest, the Class CX-2-PPP-L Notional Amount. With respect to the Class EX-PPP Certificates and the Class EX-PPP-L Regular Interest, the Class EX-PPP-L Notional Amount. With respect to the Class FX Certificates and the Class FX-M and the Class FX-L Regular Interests, the Class FX Notional Amount With respect to the Class 5X-PPP Certificates and the Class 5X-PPP-L Regular Interest, the Class 5X-PPP-L Notional Amount.

Class Principal Balance:  For any Class of REMIC I, REMIC II, REMIC III or REMIC IV 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 (or, in the case of each of the Class CA-1B-L, Class CA-1C-L, Class CX-1-L and Class CX-2-PPP-L, Class DA-1B-L, Class DA-1C-L, Class EX-PPP-L and Class 5X-PPP-L Regular Interests, to the Components of such Class) from principal payments on the related Mortgage Loans or the REMIC I, REMIC II or REMIC III Regular Interests, as applicable, as reduced from time to time by (x) distributions of principal to such Class (or to the Components thereof) and (y) the portion of Realized Losses allocated to the Class Principal Balance of such Class (or to the Component Principal Balances of the Components thereof) 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 (or to the Component Principal Balances of the Components thereof) pursuant to the definition of “Net Negative Amortization Amount” with respect to a given Distribution Date; and for any Class of Certificates (other than the Class R and Class FX Certificates), the Class Principal Balance of the Corresponding Class of REMIC IV Regular Interests.  For any Distribution Date, the reduction of the Class Principal Balance of any Class of Certificates and REMIC IV Regular Interests pursuant to the definition of “Realized Loss” and the increase in the Class Principal Balance of any Class of Certificates and REMIC IV 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 definition of “REMIC IV Distribution Amount.” For any Distribution Date, the reduction of the Class Principal Balance of any Class of REMIC I, REMIC II or REMIC III Regular Interests pursuant to the definition of “Realized Loss” and the increase in the Class Principal Balance of any Class of REMIC I, REMIC II or REMIC III Regular Interests pursuant to the definition of “Net Negative Amortization Amount” shall be deemed effective before the determination and distribution of principal on such Class pursuant to the definitions of “REMIC I Distribution Amount,” “REMIC II Distribution Amount” and “REMIC III Distribution Amount.”

Notwithstanding the foregoing, (A) any amounts distributed in respect of Realized Losses allocable to principal pursuant to paragraph (I)(C)(xliii), (II)(A)(v), (II)(B)(v), (III)(D)(xxxi), (IV)(A)(v), (IV)(B)(v) or (IV)(B)(v) of the definition of “REMIC IV Distribution Amount” shall not cause a reduction in the Class Principal Balances of the REMIC IV Regular Interests or their Corresponding Classes, (B) any amounts distributed in respect of Realized Losses allocable to principal pursuant to clauses (I)(iv) and (II)(iv) of the definition of “REMIC III Distribution Amount” shall not cause a reduction in the Class Principal Balances of the REMIC III Regular Interests, (C) any amounts distributed in respect of Realized Losses allocable to principal pursuant to clause (d)(i) of the definition of “REMIC II Distribution Amount” shall not cause a reduction in the Class Principal Balances of the REMIC II Regular Interests and (D) any amounts distributed in respect of Realized Losses allocable to principal pursuant to clause (c)(i) 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 Group L-B Certificates with the lowest priority then outstanding (and its Corresponding Class of REMIC IV Regular Interests) shall be increased by an amount equal to the lesser of (i) the Subsequent Recoveries for Loan Group 1 and Loan Group 2 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).

In addition to the foregoing, on each Distribution Date, the Class Principal Balance of the Class of Group M-B Certificates with the lowest priority then outstanding (and its Corresponding Class of REMIC IV Regular Interests) shall be increased by an amount equal to the lesser of (i) the Subsequent Recoveries for Loan Group 3, Loan Group 4 and Loan Group 5 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 1A Certificates shall be referred to as the “Class 1A Principal Balance,” the Class Principal Balance for the Class 1A-L Regular Interest shall be referred to as the “Class 1A-L Principal Balance” and so on.  The Class Principal Balance for (i) each Class of Class CX-1-L, Class CX-2-PPP-L and Class EX-PPP Regular Interests and Class CX-1, Class CX-2-PPP and Class EX-PPP Certificates shall each be zero as of the Closing Date and shall increase after the Closing Date by the portion, if any, of the related Net Negative Amortization Amount allocated to the Class X PO Components of such Class pursuant to the definition of “Net Negative Amortization Amount” and (ii) the Class 5X-PPP-L Regular Interest and Class 5X-PPP Certificates shall each be zero as of the Closing Date and shall increase after the Closing Date by the portion, if any, of the related Net Negative Amortization Amount allocated to such Class 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, Class R-2, Class R-3 and Class R-4 Residual Interests, each of which Class of Residual Interests has been designated as the sole class of “residual interest” in REMIC I, REMIC II, REMIC III and REMIC IV, respectively, pursuant to Section 2.06, Section 2.06, Section 2.13 and Section 2.16, respectively, for purposes of Section 860G(a)(2) of the Code.

Class R Residual Interests: The Class R-1, Class R-2, Class R-3 and Class R-4 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.

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 2.13.

Class R-3 Residual Interest: The uncertificated undivided beneficial interest in REMIC III which has been designated as the single class of “residual interest” in REMIC III pursuant to Section 2.16.

Class R-4 Residual Interest: The uncertificated undivided beneficial interest in REMIC IV which has been designated as the single class of “residual interest” in REMIC IV pursuant to Section 2.16.

Class X Certificates:  The Class CX-1, Class CX-2-PPP, Class EX-PPP, Class FX and Class 5X-PPP Certificates.

Class X IO Component:  The Class CX-1 Subgroup 1-A IO Component, Class CX-1 Subgroup 2-A IO Component, Class CX-2-PPP Subgroup 1-B IO Component, Class CX-2-PPP Subgroup 2-B IO Component, Class EX-PPP Loan Group 3 IO Component or Class EX-PPP Loan Group 4 IO Component, as applicable.

Class X PO Component:  The Class CX-1 Subgroup 1-A PO Component, Class CX-1 Subgroup 2-A PO Component, Class CX-2-PPP Subgroup 1-B PO Component, Class CX-2-PPP Subgroup 2-B PO Component, Class EX-PPP Loan Group 3 PO Component or Class EX-PPP Loan Group 4 PO Component, as applicable.

Class X-L Regular Interests:  The Class CX-1-L, Class CX-2-PPP-L, Class EX-PPP-L, Class FX-PPP-L and Class 5X-PPP-L Regular Interests.

Class Y Regular Interests: The Class I-Y-1, Class I-Y-2, Class II-Y-1, Class II-Y-2 and Class II-Y-3 Regular Interests.

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

Class I-Y-1 Principal Distribution Amount:   For any Distribution Date, the excess, if any, of the Class I-Y-1 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class I-Y-1 Regular Interest on such Distribution Date.

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

Class I-Y-2 Principal Distribution Amount:    For any Distribution Date, the excess, if any, of the Class I-Y-2 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class I-Y-2 Regular Interest on such Distribution Date.

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

Class II-Y-1 Principal Distribution Amount:    For any Distribution Date, the excess, if any, of the Class II-Y-1 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class II-Y-1 Regular Interest on such Distribution Date.

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

Class II-Y-2 Principal Distribution Amount:    For any Distribution Date, the excess, if any, of the Class II-Y-2 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class II-Y-2 Regular Interest on such Distribution Date.

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

Class II-Y-3 Principal Distribution Amount:    For any Distribution Date, the excess, if any, of the Class II-Y-3 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class II-Y-3 Regular Interest on such Distribution Date.

Class Y Principal Reduction Amounts:   For any Distribution Date, the amounts by which the Class Principal Balances of the Class I-Y-1, Class I-Y-2, Class II-Y-1, Class II-Y-2 and Class II-Y-3 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 Z Regular Interests: The Class I-Z-1, Class I-Z-2, Class II-Z-1, Class II-Z-2 and Class II-Z-3 Regular Interests.

Class Z Principal Reduction Amounts: For any Distribution Date, the amounts by which the Class Principal Balances of the Class I-Z-1, Class I-Z-2, Class II-Z-1, Class II-Z-2 and Class II-Z-3 Regular Interests, respectively, will be reduced on such Distribution Date by the allocation of Realized Losses and the distribution of principal, which shall be in each case the excess of (A) the sum of (x) the excess of (1) the REMIC I Available Distribution Amount, in the case of the Class I-Z-1 and Class I-Z-2 Regular Interests and (2) the REMIC II Available Distribution Amount, in the case of the Class II-Z-1, Class II-Z-2 and Class II-Z-3 Regular Interests for the related Loan Group (i.e. the “related Loan Group” for the Class I-Z-1 Regular Interest is Loan Group 1, the “related Loan Group” for the Class I-Z-2 Regular Interest is Loan Group 2, the “related Loan Group” for the Class II-Z-1 Regular Interest is Loan Group 3, the “related Loan Group” for the Class II-Z-2 Regular Interest is Loan Group 4 and the “related Loan Group” for the Class II-Z-3 Regular Interest is Loan Group 5) over the sum of the amounts thereof distributable (i) in respect of interest on such Class Z Regular Interest and the related Class Y Regular Interest, (ii) to such Class Z Regular Interest and the related Class Y Regular Interest pursuant to (1) clause (c)(i) of the definition of “REMIC I Distribution Amount,” in the case of the Class I-Z-1 and Class I-Z-2 Regular Interests and (2) clause (d)(i) of the definition of “REMIC II Distribution Amount,” in the case of the Class II-Z-1, Class II-Z-2 and Class II-Z-3 Regular Interests and (iii) in the case of Loan Group 1, to the Class R‑1 Residual Interest and (y) the amount of Realized Losses allocable to principal for the related Loan Group over (B) the Class Y Principal Reduction Amount for the related Loan Group.

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

Class I-Z-1 Principal Distribution Amount: or any Distribution Date, the excess, if any, of the Class I-Z-1 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class I-Z-1 Regular Interest on such Distribution Date.

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

Class I-Z-2 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the Class I-Z-2 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class I-Z-2 Regular Interest on such Distribution Date.

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

Class II-Z-1 Principal Distribution Amount: or any Distribution Date, the excess, if any, of the Class II-Z-1 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class II-Z-1 Regular Interest on such Distribution Date.

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

Class II-Z-2 Principal Distribution Amount: or any Distribution Date, the excess, if any, of the Class II-Z-2 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class II-Z-2 Regular Interest on such Distribution Date.

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

Class II-Z-3 Principal Distribution Amount: or any Distribution Date, the excess, if any, of the Class II-Z-3 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class II-Z-3 Regular Interest on such Distribution Date.

Groups 1-2 Clean-Up Call Option Date:  The date on which the aggregate principal balance of the Group 1 and Group 2 Loans has been reduced to less than the Clean-Up Call Percentage of that balance as of the Cut-Off Date.

Groups 1-2 Excess Liquidation Proceeds: With respect to any Distribution Date, the sum of (i) the excess, if any, of aggregate Liquidation Proceeds and Insurance Proceeds received with respect to the Group 1 and Group 2 Loans during the Prior Period over the amount that would have been received if Payoffs had been made with respect to such Mortgage Loans during such Prior Period and (ii) any Excess Subsequent Recoveries for Loan Group 1 or Loan Group 2 for such Distribution Date.

Groups 3-5 Clean-Up Call Option Date:  The date on which the aggregate principal balance of the Group 3, Group 4 and Group 5 Loans has been reduced to less than the Clean-Up Call Percentage of that balance as of the Cut-Off Date.

Groups 3-5 Excess Liquidation Proceeds: With respect to any Distribution Date, the sum of (i) the excess, if any, of aggregate Liquidation Proceeds and Insurance Proceeds received with respect to the Group 3, Group 4 and Group 5 Loans during the Prior Period over the amount that would have been received if Payoffs had been made with respect to such Mortgage Loans during such Prior Period and (ii) any Excess Subsequent Recoveries for Loan Group 3, Loan Group 4 or Loan Group 5 for such Distribution 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: March 28, 2007.

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

Commission: The Securities and Exchange Commission.

Company: The meaning specified in the introductory paragraph hereof.

Complying Insurance Company: With respect to a transfer of a Certificate, a transferee that satisfies the following conditions: (i) such transferee is an insurance company, (ii) the source of funds 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 (iii) the conditions in Sections I and III of PTCE 95-60 have been satisfied.

Component:  The Class CA-1B Group 1 Component, the Class CA-1B Group 2 Component, the Class CA-1C Group 1 Component, the Class CA-1C Group 2 Component, the Class CX-1 Subgroup 1-A IO Component, the Class CX-1 Subgroup 1-A PO Component, the Class CX-1 Subgroup 2-A IO Component, the Class CX-1 Subgroup 2-A PO Component, the Class CX-2-PPP Subgroup 1-B IO Component,  the Class CX-2-PPP Subgroup 1-B PO Component, the Class CX-2-PPP Subgroup 2-B IO Component, the Class CX-2-PPP Subgroup 2-B Component, the Class DA-1B Group 3 Component, the Class DA-1B Group 4 Component, the Class DA-1B Group 5 Component, the Class DA-1C Group 3 Component, the Class DA-1C Group 4 Component, the Class DA-1C Group 5 Component, the Class EX-PPP Loan Group 3 IO Component, the Class EX-PPP Loan Group 3 PO Component, the Class EX-PPP Loan Group 4 IO Component or the Class EX-PPP Loan Group 4 PO Component, as applicable.

Component Principal Balance:  For any Component of the Class CA-1B-L, Class CA-1C-L, Class CX-1-L, Class CX-2-PPP-L, Class DA-1B-L, Class DA-1C-L and Class EX-PPP-L Regular Interests (other than the Class X IO Components), the applicable initial Component Principal Balance therefor set forth in the Preliminary Statement hereto, corresponding to the rights of the related Class in payments of principal due to be passed through to such Class in respect of such Component from principal payments on the REMIC IV Regular Interests, as reduced from time to time by (x) distributions of principal in reduction of such Component Principal Balance and (y) the portion of Realized Losses allocated in reduction of such Component Principal Balance 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 such Component Principal Balance pursuant to the definition of “Net Negative Amortization Amount” with respect to a given Distribution Date. For any Distribution Date, the reduction of each Component Principal Balance pursuant to the definition of “Realized Loss” and the increase in a Component Principal Balance pursuant to the definition of “Net Negative Amortization Amount” shall be deemed effective after the determination and distribution of principal in reduction of such Component Principal Balance pursuant to the definition of “REMIC IV Distribution Amount.”

Notwithstanding the foregoing, any amounts distributed in respect of Realized Losses allocable to principal pursuant to paragraph (I)(C)(xliii), (II)(A)(v), (II)(B)(v), (III)(D)(xxxi), (IV)(A)(v), (IV)(B)(v) or (IV)(C)(v) of the definition of “REMIC IV Distribution Amount” shall not cause a reduction in the Component Principal Balance of any Component of the Class CA-1B-L, Class CA-1C-L, Class CX-1-L, Class CX-2-PPP-L, Class DA-1B-L, Class DA-1C-L and Class EX-PPP-L Regular Interests. 

The Component Principal Balance for the Class CA-1B Group 1 Component shall be referred to as the “Class CA-1B Group 1 Component Principal Balance,” the Component Principal Balance for the Class CA-1B Group 2 Component shall be referred to as the “Class CA-1B Group 2 Component Principal Balance” and so on.  The Component Principal Balance for each Class X PO Component shall be zero as of the Closing Date and shall increase after the Closing Date by the portion, if any, of the related Net Negative Amortization Amount allocated to such Component pursuant to the definition of “Net Negative Amortization Amount”.

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 the related Cooperative Stock and the related Cooperative Lease, together with (i) the related Security Agreement, (ii) the related Cooperative Stock Certificate, (iii) the related assignment or mortgage of the Cooperative Lease, (iv) the related financing statements, (v) the related stock power or other similar instrument and (vi) the related Recognition Agreement

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

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

Corporate Trust Office:  The corporate trust office of the Trustee, at which at any particular time its corporate trust business with respect to this Agreement shall be administered, which office at the date of the execution of this Agreement is located at 135 South LaSalle Street, Suite 1511, Chicago, Illinois, 60603, Attention: Global Securities and Trust Services – WMALT Series 2007-OA3.

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 Certificates and the REMIC IV Regular Interests, the “Corresponding Class” shall be as indicated in the following table:

Class 1A-L

 

 

Class 1A

Class 2A-L

 

 

Class 2A

Class 3A-L

 

 

Class 3A

Class 4A-1-L

 

 

Class 4A-1

Class 4A-2-L

 

 

Class 4A-2

Class 4A-B-L

 

 

Class 4A-B

Class 5A-L

 

 

Class 5A

Class CA-1B-L

 

 

Class CA-1B

Class CA-1C-L

 

 

Class CA-1C

Class DA-1B-L

 

 

Class DA-1B

Class DA-1C-L

 

 

Class DA-1C

Class CX-1-L

 

 

Class CX-1

Class CX-2-PPP-L

 

 

Class CX-2-PPP

Class EX-PPP-L

 

 

Class EX-PPP

Class 5X-PPP-L

 

 

Class 5X-PPP

Class L-B-1-L

 

 

Class L-B-1

Class L-B-2-L

 

 

Class L-B-2

Class L-B-3-L

 

 

Class L-B-3

Class L-B-4-L

 

 

Class L-B-4

Class L-B-5-L

 

 

Class L-B-5

Class L-B-6-L

 

 

Class L-B-6

Class L-B-7-L

 

 

Class L-B-7

Class L-B-8-L

 

 

Class L-B-8

Class L-B-9-L

 

 

Class L-B-9

Class L-B-10-L

 

 

Class L-B-10

Class L-B-11-L

 

 

Class L-B-11

Class L-B-12-L

 

 

Class L-B-12

Class L-B-13-L

 

 

Class L-B-13

Class L-B-14-L

 

 

Class L-B-14

Class M-B-1-L

 

 

Class M-B-1

Class M-B-2-L

 

 

Class M-B-2

Class M-B-3-L

 

 

Class M-B-3

Class M-B-4-L

 

 

Class M-B-4

Class M-B-5-L

 

 

Class M-B-5

Class M-B-6-L

 

 

Class M-B-6

Class M-B-7-L

 

 

Class M-B-7

Class M-B-8-L

 

 

Class M-B-8

Class M-B-9-L

 

 

Class M-B-9

Class M-B-10-L

 

 

Class M-B-10

Countrywide: Countrywide Home Loans, Inc., or any successor thereto or assignee thereof under the Countrywide Agreement as provided therein, or any successor thereto appointed under this Agreement.

Countrywide Agreement: The Master Mortgage Loan Purchase and Servicing Agreement, dated as of November 1, 2005, as amended as of January 27, 2006 and March 28, 2007, by and between Washington Mutual Mortgage Securities Corp. and Countrywide Home Loans, Inc., as such agreement may hereafter be amended as permitted hereunder.

Countrywide Compensating Interest: For any Distribution Date, the amount (equal to the lesser of (i) the Prepayment Interest Shortfall Amount (as defined in the Countrywide Agreement) and (ii) the related Countrywide Servicing Fee) required to be deposited by Countrywide in the Countrywide Custodial Account with respect to the Countrywide Loans in the month of such Distribution Date pursuant to clause (ix) of the second paragraph of Section 11.04 of the Countrywide Servicing Addendum. For any Distribution Date, the Countrywide Compensating Interest for such Distribution Date shall be allocated among the Loan Groups, pro rata according to the aggregate Uncollected Interest Date with respect to the Mortgage Loans in each Loan Group

Countrywide Custodial Account: The “Custodial Account,” as defined in the Countrywide Agreement.

Countrywide Loans: The Mortgage Loans identified on the Mortgage Loan Schedule as being serviced by Countrywide Home Loans, Inc.

Countrywide Servicing Addendum: Exhibit 9 to the Countrywide Agreement.

Countrywide Servicing Fee: For each Countrywide Loan, the fee payable to Countrywide under the Countrywide Agreement, equal to 1/12 of the product of (i) the Servicing Fee Rate for such Countrywide Loan and (ii) the outstanding Principal Balance of such Countrywide Loan. In addition, Countrywide will be paid such additional servicing compensation as is provided under the Countrywide Agreement.

Credit Support Depletion Date: For (i) the Class 1A, Class 2A, Class CA-1B, Class CA-1C, Class CX-1 and Class CX-2-PPP Certificates The first Distribution Date on which the aggregate Class Principal Balance of the Group L-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 and (ii) the Class 3A, Class 4A-1, Class 4A-2, Class 4A-B, Class 5A, Class DA-1B, Class DA-1C, Class EX-PPP, Class FX and Class 5X-PPP Certificates The first Distribution Date on which the aggregate Class Principal Balance of the Group M-B Certificates has been or will be reduced to zero as a result of principal distributions thereon and the allocation of Realized Losses on such Distribution Date.

Cumulative Carry-Forward Subsequent Recoveries Amount: For any Distribution Date and any of Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4 or Loan Group 5, the sum of (i) the Carry-Forward Subsequent Recoveries Amount for such Distribution Date for such Loan Group and (ii) the Carry-Forward Subsequent Recoveries Amounts for prior Distribution Dates for such Loan Group to the extent such Carry-Forward Subsequent Recoveries Amounts have not been applied in reduction of Realized Losses on prior Distribution Dates pursuant to the first paragraph of the definition of “Realized Loss” herein.

Current Loan-to-Value Ratio: The Principal Balance of a Mortgage Loan as of the applicable date of substitution divided by the Appraised Value.

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 received in the Prior Period, an amount equal to one month’s interest on such Curtailment at the Pass-Through Rate for the applicable Mortgage Loan.

Custodial Account for P&I: A 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 selected 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 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. In the event that a Custodial Account for P&I is established pursuant to clause (c) it shall be entitled "[Name of Servicer] in trust for holders of Washington Mutual Mortgage Pass-Through Certificates, WMALT Series 2007-OA3."

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: Any 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 shall act as agent on behalf of the Trustee.  The reasonable fees and expenses of the Custodian shall be paid by the Servicer.

Cut-Off Date: March 1, 2007.

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

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

Depositary Agreement: The Letter of Representations, dated March 27, 2007 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 earlier than the 14th day and not later than the 18th day of the calendar month of the 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, REMIC III and REMIC IV Regular Interests and the Certificates, the 25th day (or, if such 25th day is not a Business Day, the Business Day immediately succeeding such 25th day) of each month, with the first such date being April 25, 2007.  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 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, 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 it receives notification of such downgrade.

Eligible Investments: The investment property or other property listed below:

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

(ii)                Repurchase agreements on obligations described in clause (i) of this definition of “Eligible Investments,” provided that the unsecured obligations of the party (including the institution acting as Trustee) 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 the institution acting as Trustee or any bank or trust company incorporated under the laws of the United States or any state, provided that the debt obligations of such bank or trust company (or, in the case of the principal bank in a bank holding company system, debt obligations of the bank holding company) at the date of acquisition thereof have one of the two highest short term debt ratings of the Rating Agencies and unsecured long term debt has one of the two highest unsecured long term debt ratings of the Rating Agencies;

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

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

(vi)              Securities (other than stripped bonds or stripped coupons) bearing interest or sold at a discount that are issued by any corporation incorporated under the laws of the United States or any state thereof and have the highest long-term unsecured rating available for such securities from the Rating Agencies; provided, however, that securities issued by any such corporation will not be Eligible 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 12L-B-1 funds, as contemplated under the rules promulgated by the 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 investment property or other property 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 or security be an Eligible Investment if such instrument or security (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.

ERISA Super Restricted Certificate: Any Junior Subordinate Certificate.

Event of Default: The meaning specified in Section 7.01.

Excess Liquidation Proceeds: With respect to any Distribution Date, the Groups 1-2 Excess Liquidation Proceeds and the Groups 3-5 Excess Liquidation Proceeds. sum of (i) the excess, if any, of aggregate Liquidation Proceeds and Insurance Proceeds received with respect to the Group 1 and Group 2 Loans during the Prior Period over the amount that would have been received if Payoffs had been made with respect to such Mortgage Loans during such Prior Period and (ii) any Excess Subsequent Recoveries for Loan Group 1 or Loan Group 2 for such Distribution Date.

Excess Subsequent Recoveries: For any Distribution Date and any Loan Group, the excess, if any, of (i) amounts received by the Servicer or Countrywide, as applicable, during the Prior Period in connection with the liquidation of defaulted Mortgage Loans in such Loan Group after such Mortgage Loans became Liquidated Mortgage Loans over (ii) the Subsequent Recoveries (other than any Repurchase Proceeds included therein) for such Loan Group for such Distribution Date.

Fannie Mae: The Federal National Mortgage Association and any successor thereto.

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

FHA: The Federal Housing Administration, or any successor thereto.

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

Fitch: Fitch Ratings, provided that at the applicable time it is a Rating Agency.

Freddie Mac: The Federal Home Loan Mortgage Corporation and any successor thereto.

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

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

Group 1 Senior Percentage: For any Distribution Date, the lesser of (i) 100% and (ii) the sum of the aggregate Class Principal Balance of the Class 1A and Residual Certificates and the aggregate Component Principal Balance of the Class CA Group 1, Class CX-1 Subgroup 1-A PO and Class CX-2-PPP Subgroup 1-B PO Components divided by the aggregate Principal Balance of the Group 1 Loans, in each case immediately before such Distribution Date.

Group 1 Senior Prepayment Percentage or Group 2 Senior Prepayment Percentage:  Subject to the immediately succeeding paragraph, (A) for any Distribution Date prior to the tenth anniversary of the first Distribution Date, each of the Group 1 Senior Prepayment Percentage and the Group 2 Senior Prepayment Percentage shall equal 100% and (B) for any Distribution Date on or after the tenth anniversary of the first Distribution Date, the Group 1 Senior Prepayment Percentage and the Group 2 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 Group 1 Senior Percentage or the Group 2 Senior Percentage, as applicable, for such Distribution Date plus 70% of the Subordinate Percentage for the related Loan Group for such Distribution Date; (2) for any such Distribution Date on or after the eleventh anniversary but before the twelfth anniversary of the first Distribution Date, the Group 1 Senior Percentage or the Group 2 Senior Percentage, as applicable, for such Distribution Date plus 60% of the Subordinate Percentage for the related Loan Group for such Distribution Date; (3) for any such Distribution Date on or after the twelfth anniversary but before the thirteenth anniversary of the first Distribution Date, the Group 1 Senior Percentage or the Group 2 Senior Percentage, as applicable, for such Distribution Date plus 40% of the Subordinate Percentage for the related Loan Group for such Distribution Date; (4) for any such Distribution Date on or after the thirteenth anniversary but before the fourteenth anniversary of the first Distribution Date, the Group 1 Senior Percentage or the Group 2 Senior Percentage, as applicable, for such Distribution Date plus 20% of the Subordinate Percentage for the related Loan Group for such Distribution Date; and (5) for any such Distribution Date thereafter, the Group 1 Senior Percentage or the Group 2 Senior Percentage, as applicable, for such Distribution Date; provided, however, that (x) for any Distribution Date on or prior to the Distribution Date in March 2010, if (i) the Group L-B Percentage for such Distribution Date is greater than or equal to twice the Group L-B Percentage as of the Closing Date and (ii) cumulative Realized Losses on the Group 1 and Group 2 Loans allocated to the Group L-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group L-B Certificates as of the Closing Date, do not exceed 20%, then the Group 1 Senior Prepayment Percentage and the Group 2 Senior Prepayment Percentage shall equal the Group 1 Senior Percentage or the Group 2 Senior Percentage, as applicable, for such Distribution Date plus 50% of the Subordinate Percentage for the related Loan Group for such Distribution Date and (y) for any Distribution Date after the Distribution Date in March 2010, if (i) the Group L-B Percentage for such Distribution Date is greater than or equal to twice the Group L-B Percentage as of the Closing Date and (ii) cumulative Realized Losses on the Group 1 and Group 2 Loans allocated to the Group L-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group L-B Certificates as of the Closing Date, do not exceed 30%, then the Group 1 Senior Prepayment Percentage and the Group 2 Senior Prepayment Percentage shall equal the Group 1 Senior Percentage or the Group 2 Senior Percentage, as applicable, for such Distribution Date.

Notwithstanding the immediately preceding paragraph, (A) for any Distribution Date, if the Group 1 Senior Percentage for such Distribution Date is greater than the Group 1 Senior Percentage as of the Closing Date or the Group 2 Senior Percentage for such Distribution Date is greater than the Group 2 Senior Percentage as of the Closing Date, then each of the Group 1 Senior Prepayment Percentage and the Group 2 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) through (d) below is met, then each of the Group 1 Senior Prepayment Percentage and the Group 2 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) through (d) below is met (unless either (x) the Group 1 Senior Percentage for such Distribution Date is greater than the Group 1 Senior Percentage as of the Closing Date, (y) the Group 2 Senior Percentage for such Distribution Date is greater than the Group 2 Senior Percentage as of the Closing Date or (z) there is no Earlier Distribution Date (as defined below), in each of which case each of the Group 1 Senior Prepayment Percentage and the Group 2 Senior Prepayment Percentage shall equal 100%), then each of the Group 1 Senior Prepayment Percentage and the Group 2 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) through (d) 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 Group 1 Senior Prepayment Percentage and the Group 2 Senior Prepayment Percentage shall equal the Group 1 Senior Percentage or the Group 2 Senior Percentage, as applicable, for the current Distribution Date plus 70% of the Subordinate Percentage for the related Loan Group 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 Group 1 Senior Prepayment Percentage and the Group 2 Senior Prepayment Percentage shall equal the Group 1 Senior Percentage or the Group 2 Senior Percentage, as applicable, for the current Distribution Date plus 60% of the Subordinate Percentage for the related Loan Group 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 Group 1 Senior Prepayment Percentage and the Group 2 Senior Prepayment Percentage shall equal the Group 1 Senior Percentage or the Group 2 Senior Percentage, as applicable, for the current Distribution Date plus 40% of the Subordinate Percentage for the related Loan Group 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 Group 1 Senior Prepayment Percentage and the Group 2 Senior Prepayment Percentage shall equal the Group 1 Senior Percentage or the Group 2 Senior Percentage, as applicable, for the current Distribution Date plus 20% of the Subordinate Percentage for the related Loan Group 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 Group 1 Senior Prepayment Percentage and the Group 2 Senior Prepayment Percentage shall equal the Group 1 Senior Percentage or the Group 2 Senior Percentage, as applicable, 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 Group 1 Loans which were 60 or more days delinquent as of such date (including Mortgage Loans in bankruptcy or foreclosure and Mortgaged Properties held by REMIC I) is greater than 50% of the Subordinate Component Balance for Loan Group 1 as of the current Distribution Date,

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

(c)        cumulative Realized Losses on the Group 1 Loans allocated to the Group L-B Certificates, as a percentage of the Subordinate Component Balance for Loan Group 1 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%, or

(d)        cumulative Realized Losses on the Group 2 Loans allocated to the Group L-B Certificates, as a percentage of the Subordinate Component Balance for Loan Group 2 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 (or Components thereof, as applicable) related to a Loan Group of Principal Prepayments in the percentage required would reduce the aggregate Class Principal Balance (or Component Principal Balance) of such Certificates (or Components) below zero, the Group 1 Senior Prepayment Percentage or the Group 2 Senior Prepayment Percentage, as applicable, for such Distribution Date shall be limited to the percentage necessary to reduce such aggregate Class Principal Balance (or Component Principal Balance) to zero.

Group 1 Senior Principal Distribution Amount:  For any Distribution Date, an amount equal to the sum of (a) the Group 1 Senior Percentage of the Principal Payment Amount for Loan Group 1, (b) the Group 1 Senior Prepayment Percentage of the Principal Prepayment Amount for Loan Group 1 and (c) the Group 1 Senior Liquidation Amount.

Group 1 Subordinate Balance:  For any date of determination, an amount equal to the then outstanding aggregate Principal Balance of the Group 1 Loans reduced by the sum of the aggregate Class Principal Balance of the Class 1A and Residual Certificates and the aggregate Component Principal Balance of the Class CA Group 1, Class CX-1 Subgroup 1-A PO and Class CX-2-PPP Subgroup 1-B PO Components.

Group 1 Subordinate Percentage: For any Distribution Date, the excess of 100% over the Group 1 Senior Percentage for such date.

Group 1 Subordinate Prepayment Percentage:  For any Distribution Date, the excess of 100% over the Group 1 Senior Prepayment Percentage for such Distribution Date; provided, however, that if the sum of the aggregate Class Principal Balance of the Class 1A and Residual Certificates and the aggregate Component Principal Balance of the Class CA Group 1, Class CX-1 Subgroup 1-A PO and Class CX-2-PPP Subgroup 1-B PO Components has been reduced to zero, then the Group 1 Subordinate Prepayment Percentage shall equal 100%.

Group 1 Weighted Average Certificate Interest Rate: For any Distribution Date, the weighted average of (a) the Certificate Interest Rates on the Class 1A Certificates, the Class CA Group 1 Components and the Group L-B Certificates (each of which Certificate Interest Rates, in the case of the Class CA Group 1 Components and the Group L-B Certificates, shall be multiplied by a fraction, the numerator of which is the actual number of days in the related No-Delay Accrual Period and the denominator of which is 30) and (b) if Loan Group 1 is an Overcollateralized Group, the Transfer Rate (such rates weighted, (i) in the case of the Certificate Interest Rate on the Class 1A Certificates and each Class CA Group 1 Component, according to the Class Principal Balance or Component Principal Balance thereof, as applicable, (ii) in the case of the Certificate Interest Rate on each Class of Group L-B Certificates, according to a fraction, the numerator of which is the product of the Class Principal Balance thereof and the Subordinate Component Balance for Loan Group 1 and the denominator of which is the aggregate Class Principal Balance of the Group L-B Certificates and (iii) in the case of the Transfer Rate, if applicable, according to the Overcollateralization Amount for Loan Group 1).

Group 2 Loans:  The Mortgage Loans designated on the Mortgage Loan Schedule as Group 2 Loans.

Group 2 Senior Liquidation Amount: For any Distribution Date, the sum of (A) the aggregate, for each Group 2 Loan which became a Liquidated Mortgage Loan during the Prior Period, of the lesser of: (i) the Group 2 Senior Percentage of the Principal Balance of such Mortgage Loan immediately before such Distribution Date and (ii) the Group 2 Senior Prepayment Percentage of the Liquidation Principal with respect to such Mortgage Loan and (B) the Group 2 Senior Prepayment Percentage of any Subsequent Recoveries for Loan Group 2.

Group 2 Senior Percentage: For any Distribution Date, the lesser of (i) 100% and (ii) the sum of the Class 2A Principal Balance and the aggregate Component Principal Balance of the Class CA Group 2, Class CX-1 Subgroup 2-A PO and Class CX-2-PPP Subgroup 2-B PO Components divided by the aggregate Principal Balance of the Group 2 Loans, in each case immediately before such Distribution Date.

Group 2 Senior Prepayment Percentage:  See the definition of “Group 1 Senior Prepayment Percentage or Group 2 Senior Prepayment Percentage”.

Group 2 Senior Principal Distribution Amount:  For any Distribution Date, an amount equal to the sum of (a) the Group 2 Senior Percentage of the Principal Payment Amount for Loan Group 2, (b) the Group 2 Senior Prepayment Percentage of the Principal Prepayment Amount for Loan Group 2 and (c) the Group 2 Senior Liquidation Amount.

Group 2 Subordinate Balance:  For any date of determination, an amount equal to the then outstanding aggregate Principal Balance of the Group 2 Loans reduced by the sum of the Class 2A Principal Balance and the aggregate Component Principal Balance of the Class CA Group 2, Class CX-1 Subgroup 2-A PO and Class CX-2-PPP Subgroup 2-B PO Components.

Group 2 Subordinate Percentage: For any Distribution Date, the excess of 100% over the Group 2 Senior Percentage for such date.

Group 2 Subordinate Prepayment Percentage:  For any Distribution Date, the excess of 100% over the Group 2 Senior Prepayment Percentage for such Distribution Date; provided, however, that if the sum of the Class 2A Principal Balance and the aggregate Component Principal Balance of the Class CA Group 2, Class CX-1 Subgroup 2-A PO and Class CX-2-PPP Subgroup 2-B PO Components has been reduced to zero, then the Group 2 Subordinate Prepayment Percentage shall equal 100%.

Group 2 Weighted Average Certificate Interest Rate: For any Distribution Date, the weighted average of (a) the Certificate Interest Rates on the Class 2A Certificates, the Class CA Group 2 Components and the Group L-B Certificates (each of which Certificate Interest Rates, in the case of the Class CA Group 2 Components and the Group L-B Certificates, shall be multiplied by a fraction, the numerator of which is the actual number of days in the related No-Delay Accrual Period and the denominator of which is 30) and (b) if Loan Group 2 is an Overcollateralized Group, the Transfer Rate (such rates weighted, (i) in the case of the Certificate Interest Rate on the Class 2A Certificates and each Class CA Group 2 Component, according to the Class Principal Balance or Component Principal Balance thereof, as applicable, (ii) in the case of the Certificate Interest Rate on each Class of Group L-B Certificates, according to a fraction, the numerator of which is the product of the Class Principal Balance thereof and the Subordinate Component Balance for Loan Group 2 and the denominator of which is the aggregate Class Principal Balance of the Group L-B Certificates and (iii) in the case of the Transfer Rate, if applicable, according to the Overcollateralization Amount for Loan Group 2).

Group 3 Loans:  The Mortgage Loans designated on the Mortgage Loan Schedule as Group 3 Loans.

Group 3 Senior Liquidation Amount: For any Distribution Date, the sum of (A) the aggregate, for each Group 3 Loan which became a Liquidated Mortgage Loan during the Prior Period, of the lesser of: (i) the Group 3 Senior Percentage of the Principal Balance of such Mortgage Loan immediately before such Distribution Date and (ii) the Group 3 Senior Prepayment Percentage of the Liquidation Principal with respect to such Mortgage Loan and (B) the Group 3 Senior Prepayment Percentage of any Subsequent Recoveries for Loan Group 3.

Group 3 Senior Percentage: For any Distribution Date, the lesser of (i) 100% and (ii) the sum of the aggregate Class Principal Balance of the Class 3A Certificates and the aggregate Component Principal Balance of the Class DA Group 3 and Class EX-PPP Loan Group 3 PO Components divided by the aggregate Principal Balance of the Group 3 Loans, in each case immediately before such Distribution Date.

Group 3 Senior Prepayment Percentage, Group 4 Senior Prepayment Percentage or Group 5 Senior Prepayment Percentage:  Subject to the immediately succeeding paragraph, (A) for any Distribution Date prior to the tenth anniversary of the first Distribution Date, each of the Group 3 Senior Prepayment Percentage, the Group 4 Senior Prepayment Percentage and the Group 5 Senior Prepayment Percentage shall equal 100% and (B) for any Distribution Date on or after the tenth anniversary of the first Distribution Date, the Group 3 Senior Prepayment Percentage, the Group 4 Senior Prepayment Percentage and the Group 5 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 Group 3 Senior Percentage, the Group 4 Senior Percentage or the Group 5 Senior Percentage, as applicable, for such Distribution Date plus 70% of the Subordinate Percentage for the related Loan Group for such Distribution Date; (2) for any such Distribution Date on or after the eleventh anniversary but before the twelfth anniversary of the first Distribution Date, the Group 3 Senior Percentage, the Group 4 Senior Percentage or the Group 5 Senior Percentage, as applicable, for such Distribution Date plus 60% of the Subordinate Percentage for the related Loan Group for such Distribution Date; (3) for any such Distribution Date on or after the twelfth anniversary but before the thirteenth anniversary of the first Distribution Date, the Group 3 Senior Percentage, the Group 4 Senior Percentage or the Group 5 Senior Percentage, as applicable, for such Distribution Date plus 40% of the Subordinate Percentage for the related Loan Group for such Distribution Date; (4) for any such Distribution Date on or after the thirteenth anniversary but before the fourteenth anniversary of the first Distribution Date, the Group 3 Senior Percentage, the Group 4 Senior Percentage or the Group 5 Senior Percentage, as applicable, for such Distribution Date plus 20% of the Subordinate Percentage for the related Loan Group for such Distribution Date; and (5) for any such Distribution Date thereafter, the Group 3 Senior Percentage, the Group 4 Senior Percentage or the Group 5 Senior Percentage, as applicable, for such Distribution Date;provided, however, that (x) for any Distribution Date on or prior to the Distribution Date in March 2010, if (i) the Group M-B Percentage for such Distribution Date is greater than or equal to twice the Group M-B Percentage as of the Closing Date and (ii) cumulative Realized Losses on the Group 3, Group 4 and Group 5 Loans allocated to the Group M-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group M-B Certificates as of the Closing Date, do not exceed 20%, then the Group 3 Senior Prepayment Percentage, the Group 4 Senior Prepayment Percentage and the Group 5 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage, the Group 4 Senior Percentage or the Group 5 Senior Percentage, as applicable, for such Distribution Date plus 50% of the Subordinate Percentage for the related Loan Group for such Distribution Date and (y) for any Distribution Date after the Distribution Date in March 2010, if (i) the Group M-B Percentage for such Distribution Date is greater than or equal to twice the Group M-B Percentage as of the Closing Date and (ii) cumulative Realized Losses on the Group 3, Group 4 and Group 5 Loans allocated to the Group M-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group M-B Certificates as of the Closing Date, do not exceed 30%, then the Group 3 Senior Prepayment Percentage, the Group 4 Senior Prepayment Percentage and the Group 5 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage, Group 4 Senior Percentage or the Group 5 Senior Percentage, as applicable, for such Distribution Date.

Notwithstanding the immediately preceding paragraph, (A) for any Distribution Date, if the Group 3 Senior Percentage for such Distribution Date is greater than the Group 3 Senior Percentage as of the Closing Date, the Group 4 Senior Percentage for such Distribution Date is greater than the Group 4 Senior Percentage as of the Closing Date or the Group 5 Senior Percentage for such Distribution Date is greater than the Group 5 Senior Percentage as of the Closing Date, then each of the Group 3 Senior Prepayment Percentage, the Group 4 Senior Prepayment Percentage and the Group 5 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) through (f) below is met, then each of the Group 3 Senior Prepayment Percentage, the Group 4 Senior Prepayment Percentage and the Group 5 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) through (f) below is met (unless either (w) the Group 3 Senior Percentage for such Distribution Date is greater than the Group 3 Senior Percentage as of the Closing Date, (x) the Group 4 Senior Percentage for such Distribution Date is greater than the Group 4 Senior Percentage as of the Closing Date, (y) the Group 5 Senior Percentage for such Distribution Date is greater than the Group 5 Senior Percentage as of the Closing Date or (z) there is no Earlier Distribution Date (as defined below), in each of which case each of the Group 3 Senior Prepayment Percentage, the Group 4 Senior Prepayment Percentage and the Group 5 Senior Prepayment Percentage shall equal 100%), then each of the Group 3 Senior Prepayment Percentage, the Group 4 Senior Prepayment Percentage and the Group 5 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) through (f) 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 Group 3 Senior Prepayment Percentage, the Group 4 Senior Prepayment Percentage and the Group 5 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage, the Group 4 Senior Percentage or the Group 5 Senior Percentage, as applicable, for the current Distribution Date plus 70% of the Subordinate Percentage for the related Loan Group 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 Group 3 Senior Prepayment Percentage, the Group 4 Senior Prepayment Percentage and the Group 5 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage, the Group 4 Senior Percentage or the Group 5 Senior Percentage, as applicable, for the current Distribution Date plus 60% of the Subordinate Percentage for the related Loan Group 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 Group 3 Senior Prepayment Percentage, the Group 4 Senior Prepayment Percentage and the Group 5 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage, the Group 4 Senior Percentage or the Group 5 Senior Percentage, as applicable, for the current Distribution Date plus 40% of the Subordinate Percentage for the related Loan Group 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 Group 3 Senior Prepayment Percentage, the Group 4 Senior Prepayment Percentage and the Group 5 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage, the Group 4 Senior Percentage or the Group 5 Senior Percentage, as applicable, for the current Distribution Date plus 20% of the Subordinate Percentage for the related Loan Group 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 Group 3 Senior Prepayment Percentage, the Group 4 Senior Prepayment Percentage and the Group 5 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage, the Group 4 Senior Percentage or the Group 5 Senior Percentage, as applicable, 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 Group 3 Loans which were 60 or more days delinquent as of such date (including Mortgage Loans in bankruptcy or foreclosure and Mortgaged Properties held by REMIC II) is greater than 50% of the Subordinate Component Balance for Loan Group 3 as of the current Distribution Date,

(b)        the mean aggregate Principal Balance, as of the Distribution Date in each of the immediately preceding six calendar months, of the Group 4 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 II) is greater than 50% of the Subordinate Component Balance for Loan Group 4 as of the current Distribution Date,

(c)        the mean aggregate Principal Balance, as of the Distribution Date in each of the immediately preceding six calendar months, of the Group 5 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 II) is greater than 50% of the Subordinate Component Balance for Loan Group 5 as of the current Distribution Date,

(d)        cumulative Realized Losses on the Group 3 Loans allocated to the Group M-B Certificates, as a percentage of the Subordinate Component Balance for Loan Group 3 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%,

(e)        cumulative Realized Losses on the Group 4 Loans allocated to the Group M-B Certificates, as a percentage of the Subordinate Component Balance for Loan Group 4 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% or

(f)         cumulative Realized Losses on the Group 5 Loans allocated to the Group M-B Certificates, as a percentage of the Subordinate Component Balance for Loan Group 5 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 (or Components thereof, as applicable) related to a Loan Group of Principal Prepayments in the percentage required would reduce the aggregate Class Principal Balance (or Component Principal Balance) of such Certificates (or Components) below zero, the Group 3 Senior Prepayment Percentage, the Group 4 Senior Prepayment Percentage or the Group 5 Senior Prepayment Percentage, as applicable, for such Distribution Date shall be limited to the percentage necessary to reduce such aggregate Class Principal Balance (or Component Principal Balance) to zero.

Group 3 Senior Principal Distribution Amount:  For any Distribution Date, an amount equal to the sum of (a) the Group 3 Senior Percentage of the Principal Payment Amount for Loan Group 3, (b) the Group 3 Senior Prepayment Percentage of the Principal Prepayment Amount for Loan Group 3 and (c) the Group 3 Senior Liquidation Amount.

Group 3 Subordinate Balance:  For any date of determination, an amount equal to the then outstanding aggregate Principal Balance of the Group 3 Loans reduced by the sum of the aggregate Class Principal Balance of the Class 3A Certificates and the aggregate Component Principal Balance of the Class DA Group 3 and Class EX-PPP Loan Group 3 PO Components.

Group 3 Subordinate Percentage: For any Distribution Date, the excess of 100% over the Group 3 Senior Percentage for such date.

Group 3 Subordinate Prepayment Percentage:  For any Distribution Date, the excess of 100% over the Group 3 Senior Prepayment Percentage for such Distribution Date; provided, however, that if the sum of the aggregate Class Principal Balance of the Class 3A Certificates and the aggregate Component Principal Balance of the Class DA Group 3 and Class EX-PPP Loan Group 3 PO Components has been reduced to zero, then the Group 3 Subordinate Prepayment Percentage shall equal 100%.

Group 3 Weighted Average Certificate Interest Rate: For any Distribution Date, the weighted average of (a) the Certificate Interest Rates on the Class 3A Certificates, the Class DA Group 3 Components and the Group M-B Certificates (each of which Certificate Interest Rates, in the case of the Class DA Group 3 Components and the Group M-B Certificates, shall be multiplied by a fraction, the numerator of which is the actual number of days in the related No-Delay Accrual Period and the denominator of which is 30) and (b) if Loan Group 3 is an Overcollateralized Group, the Transfer Rate (such rates weighted, (i) in the case of the Certificate Interest Rate on the Class 3A Certificates and each Class DA Group 3 Component, according to the Class Principal Balance or Component Principal Balance thereof, as applicable, (ii) in the case of the Certificate Interest Rate on each Class of Group M-B Certificates, according to a fraction, the numerator of which is the product of the Class Principal Balance thereof and the Subordinate Component Balance for Loan Group 3 and the denominator of which is the aggregate Class Principal Balance of the Group M-B Certificates and (iii) in the case of the Transfer Rate, if applicable, according to the Overcollateralization Amount for Loan Group 3).

Group 4 Loans:  The Mortgage Loans designated on the Mortgage Loan Schedule as Group 4 Loans.

Group 4 Senior Liquidation Amount: For any Distribution Date, the sum of (A) the aggregate, for each Group 4 Loan which became a Liquidated Mortgage Loan during the Prior Period, of the lesser of: (i) the Group 4 Senior Percentage of the Principal Balance of such Mortgage Loan immediately before such Distribution Date and (ii) the Group 4 Senior Prepayment Percentage of the Liquidation Principal with respect to such Mortgage Loan and (B) the Group 4 Senior Prepayment Percentage of any Subsequent Recoveries for Loan Group 4.

Group 4 Senior Percentage: For any Distribution Date, the lesser of (i) 100% and (ii) the sum of the aggregate Class Principal Balance of the Class 4A-1, Class 4A-2 and Class 4A-B Certificates and the aggregate Component Principal Balance of the Class DA Group 4 and Class EX-PPP Loan Group 4 PO Components divided by the aggregate Principal Balance of the Group 4 Loans, in each case immediately before such Distribution Date.

Group 4 Senior Prepayment Percentage:  See the definition of "Group 3 Senior Prepayment Percentage, the Group 4 Senior Prepayment Percentage and the Group 5 Senior Prepayment Percentage."

Group 4 Senior Principal Distribution Amount:  For any Distribution Date, an amount equal to the sum of (a) the Group 4 Senior Percentage of the Principal Payment Amount for Loan Group 4, (b) the Group 4 Senior Prepayment Percentage of the Principal Prepayment Amount for Loan Group 4 and (c) the Group 4 Senior Liquidation Amount.

Group 4 Subordinate Balance:  For any date of determination, an amount equal to the then outstanding aggregate Principal Balance of the Group 4 Loans reduced by the sum of the aggregate Class Principal Balance of the Class 4A-1, Class 4A-2 and Class 4A-B Certificates and the aggregate Component Principal Balance of the Class DA Group 4 and Class EX-PPP Loan Group 4 PO Components.

Group 4 Subordinate Percentage: For any Distribution Date, the excess of 100% over the Group 4 Senior Percentage for such date.

Group 4 Subordinate Prepayment Percentage:  For any Distribution Date, the excess of 100% over the Group 4 Senior Prepayment Percentage for such Distribution Date; provided, however, that if the sum of the aggregate Class Principal Balance of the Class 4A-1, Class 4A-2 and Class 4A-B Certificates and the aggregate Component Principal Balance of the Class DA Group 4 and Class EX-PPP Loan Group 4 PO Components has been reduced to zero, then the Group 4 Subordinate Prepayment Percentage shall equal 100%.

Group 4 Weighted Average Certificate Interest Rate: For any Distribution Date, the weighted average of (a) the Certificate Interest Rates on the Class 4A-1, Class 4A-2 and Class 4A-B Certificates, the Class DA Group 4 Components and the Group M-B Certificates (each of which Certificate Interest Rates, in the case of the Class DA Group 4 Components and the Group M-B Certificates, shall be multiplied by a fraction, the numerator of which is the actual number of days in the related No-Delay Accrual Period and the denominator of which is 30) and (b) if Loan Group 4 is an Overcollateralized Group, the Transfer Rate (such rates weighted, (i) in the case of the Certificate Interest Rate on the Class 4A-1, Class 4A-2 and Class 4A-B Certificates and each Class DA Group 4 Component, according to the Class Principal Balance or Component Principal Balance thereof, as applicable, (ii) in the case of the Certificate Interest Rate on each Class of Group M-B Certificates, according to a fraction, the numerator of which is the product of the Class Principal Balance thereof and the Subordinate Component Balance for Loan Group 4 and the denominator of which is the aggregate Class Principal Balance of the Group M-B Certificates and (iii) in the case of the Transfer Rate, if applicable, according to the Overcollateralization Amount for Loan Group 4).

Group 5 Loans:  The Mortgage Loans designated on the Mortgage Loan Schedule as Group 5 Loans.

Group 5 Senior Liquidation Amount: For any Distribution Date, the sum of (A) the aggregate, for each Group 5 Loan which became a Liquidated Mortgage Loan during the Prior Period, of the lesser of: (i) the Group 5 Senior Percentage of the Principal Balance of such Mortgage Loan immediately before such Distribution Date and (ii) the Group 5 Senior Prepayment Percentage of the Liquidation Principal with respect to such Mortgage Loan and (B) the Group 5 Senior Prepayment Percentage of any Subsequent Recoveries for Loan Group 5.

Group 5 Senior Percentage: For any Distribution Date, the lesser of (i) 100% and (ii) the sum of the aggregate Class Principal Balance of the Class 5A and Class 5X-PPP Certificates and the aggregate Component Principal Balance of the Class DA Group 5 Components divided by the aggregate Principal Balance of the Group 5 Loans, in each case immediately before such Distribution Date.

Group 5 Senior Prepayment Percentage:  See the definition of "Group 3 Senior Prepayment Percentage, the Group 4 Senior Prepayment Percentage and the Group 5 Senior Prepayment Percentage."

Group 5 Senior Principal Distribution Amount:  For any Distribution Date, an amount equal to the sum of (a) the Group 5 Senior Percentage of the Principal Payment Amount for Loan Group 5, (b) the Group 5 Senior Prepayment Percentage of the Principal Prepayment Amount for Loan Group 5 and (c) the Group 5 Senior Liquidation Amount.

Group 5 Subordinate Balance:  For any date of determination, an amount equal to the then outstanding aggregate Principal Balance of the Group 5 Loans reduced by the sum of the aggregate Class Principal Balance of the Class 5A and Class 5X-PPP Certificates and the aggregate Component Principal Balance of the Class DA Group 4 Components.

Group 5 Subordinate Percentage: For any Distribution Date, the excess of 100% over the Group 5 Senior Percentage for such date.

Group 5 Subordinate Prepayment Percentage:  For any Distribution Date, the excess of 100% over the Group 5 Senior Prepayment Percentage for such Distribution Date; provided, however, that if the sum of the aggregate Class Principal Balance of the Class 5A and Class 5X-PPP Certificates and the aggregate Component Principal Balance of the Class DA Group 5 Components has been reduced to zero, then the Group 5 Subordinate Prepayment Percentage shall equal 100%.

Group 5 Weighted Average Certificate Interest Rate: For any Distribution Date, the weighted average of (a) the Certificate Interest Rates on the Class 5A and Class 5X-PPP Certificates, the Class DA Group 5 Components and the Group M-B Certificates (each of which Certificate Interest Rates, in the case of the Class DA Group 5 Components and the Group M-B Certificates, shall be multiplied by a fraction, the numerator of which is the actual number of days in the related No-Delay Accrual Period and the denominator of which is 30) and (b) if Loan Group 5 is an Overcollateralized Group, the Transfer Rate (such rates weighted, (i) in the case of the Certificate Interest Rate on the Class 5A and Class 5X-PPP Certificates and each Class DA Group 5 Component, according to the Class Principal Balance or Component Principal Balance thereof, as applicable, (ii) in the case of the Certificate Interest Rate on each Class of Group M-B Certificates, according to a fraction, the numerator of which is the product of the Class Principal Balance thereof and the Subordinate Component Balance for Loan Group 5 and the denominator of which is the aggregate Class Principal Balance of the Group M-B Certificates and (iii) in the case of the Transfer Rate, if applicable, according to the Overcollateralization Amount for Loan Group 4).

Group L-B Certificates: The Class L-B-1, Class L-B-2, Class L-B-3, Class L-B-4, Class L-B-5, Class L-B-6, Class L-B-7, Class L-B-8, Class L-B-9, Class L-B-10, Class L-B-11, Class L-B-12, Class L-B-13 and Class L-B-14 Certificates.

Group L-B Percentage:  For any date of determination, the aggregate Class Principal Balance of the Group L-B Certificates divided by the then outstanding aggregate Principal Balance of the Group 1 and Group 2 Loans.

Group L-B Subordinate Liquidation Amount:  For any Distribution Date, the excess, if any, of the sum of (A) the aggregate of Liquidation Principal for all Group 1 and Group 2 Loans which became Liquidated Mortgage Loans during the Prior Period and (B) any Subsequent Recoveries for such Distribution Date for Loan Group 1 and Loan Group 2, over the sum of the Group 1 Senior Liquidation Amount and the Group 2 Senior Liquidation Amount for such Distribution Date.

Group L-B Subordinate Principal Distribution Amount:  For any Distribution Date, the excess of (A) the sum of (i) the Group 1 Subordinate Percentage of the Principal Payment Amount for Loan Group 1, (ii) the Group 2 Subordinate Percentage of the Principal Payment Amount for Loan Group 2, (iii) the Group L-B Subordinate Principal Prepayments Distribution Amount (without regard to the proviso in the definition thereof) and (iv) the Group L-B Subordinate Liquidation Amount, over (B) the sum of (i) the amounts, if any, paid from the REMIC IV Available Distribution Amount pursuant to clause (X) of the sentence immediately following paragraph (I)(C) of the definition of “REMIC IV Distribution Amount,” and (ii) the amounts, if any, paid from the REMIC IV Available Distribution Amount pursuant to clause (Y) of the sentence immediately following paragraph (I)(C) of the definition of “REMIC IV Distribution Amount.”

For any Distribution Date, the Group L-B Subordinate Principal Distribution Amount shall be allocated pro rata, by Class Principal Balance, among the Classes of Group L-B-L Regular Interests and paid in the order of distribution to such Classes pursuant to clause (I)(C) of the definition of “REMIC IV 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 Group L-B-L Regular Interests is less than such Subordination Level as of the Closing Date, then the pro rata portion of the Group L-B Subordinate Principal Prepayments Distribution Amount, if any, otherwise allocable to such Class or Classes of Group L-B-L Regular Interests shall be allocated to the more senior Classes of Group L-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 Group L-B-L Regular Interests shall be as follows: Class L-B-1-L, Class L-B-2-L, Class L-B-3-L, Class L-B-4-L, Class L-B-5-L, Class L-B-6-L, Class L-B-7-L, Class L-B-8-L, Class L-B-9-L, Class L-B-10-L, Class L-B-11-L, Class L-B-12-L, Class L-B-13-L and Class L-B-14-L.

Group L-B Subordinate Principal Prepayments Distribution Amount:  For any Distribution Date, the sum of (i) the Group 1 Subordinate Prepayment Percentage of the Principal Prepayment Amount for Loan Group 1 and (ii) the Group 2 Subordinate Prepayment Percentage of the Principal Prepayment Amount for Loan Group 2; provided, however, that if the amount specified in clause (B) of the definition of “Group L-B Subordinate Principal Distribution Amount” is greater than the sum of the amounts specified in clauses (A)(i), (A)(ii), and (A)(iv) of such definition, then the Group L-B Subordinate Principal Prepayments Distribution Amount shall be reduced by the amount of such excess.

Group L-B Weighted Average Pass-Through Rate:  For any Distribution Date, the product of (I) 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, and (II) a fraction, the numerator of which is the sum of (i) the product of (x) the Loan Group 1 Weighted Average Pass-Through Rate and (y) the Subordinate Component Balance for Loan Group 1 immediately before that Distribution Date and (ii) the product of (x) the Loan Group 2 Weighted Average Pass-Through Rate and (y) the Subordinate Component Balance for Loan Group 2 immediately before that Distribution Date and the denominator of which is the sum of the Subordinate Component Balances for Loan Group 1 and Loan Group 2 immediately before that Distribution Date.

Group L-B-L Regular Interests:  The Class L-B-1-L, Class L-B-2-L, Class L-B-3-L, Class L-B-4-L, Class L-B-5-L, Class L-B-6-L, Class L-B-7-L, Class L-B-8-L, Class L-B-9-L, Class L-B-10-L, Class L-B-11-L, Class L-B-12-L, Class L-B-13-L and Class L-B-14-L Regular Interests.

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

Group M-B Percentage:  For any date of determination, the aggregate Class Principal Balance of the Group M-B Certificates divided by the then outstanding aggregate Principal Balance of the Group 3, Group 4 and Group 5 Loans.

Group M-B Subordinate Liquidation Amount:  For any Distribution Date, the excess, if any, of the sum of (A) the aggregate of Liquidation Principal for all Group 3, Group 4 and Group 5 Loans which became Liquidated Mortgage Loans during the Prior Period and (B) any Subsequent Recoveries for such Distribution Date for Loan Group 3, Loan Group 4 and Loan Group 5, over the sum of the Group 3 Senior Liquidation Amount, the Group 4 Senior Liquidation Amount and the Group 5 Senior Liquidation Amount for such Distribution Date.

Group M-B Subordinate Principal Distribution Amount:  For any Distribution Date, the excess of (A) the sum of (i) the Group 3 Subordinate Percentage of the Principal Payment Amount for Loan Group 3, (ii) the Group 4 Subordinate Percentage of the Principal Payment Amount for Loan Group 4, (iii) the Group 5 Subordinate Percentage of the Principal Payment Amount for Loan Group 5, (iv) the Group M-B Subordinate Principal Prepayments Distribution Amount (without regard to the proviso in the definition thereof) and (iv) the Group M-B Subordinate Liquidation Amount, over (B) the sum of (i) the amounts, if any, paid from the REMIC IV Available Distribution Amount pursuant to clause (X) of the sentence immediately following paragraph (III)(D) of the definition of “REMIC IV Distribution Amount,” and (ii) the amounts, if any, paid from the REMIC IV Available Distribution Amount pursuant to clause (Y) of the sentence immediately following paragraph (III)(D) of the definition of “REMIC IV Distribution Amount.”

For any Distribution Date, the Group M-B Subordinate Principal Distribution Amount shall be allocated pro rata, by Class Principal Balance, among the Classes of Group M-B-L Regular Interests and paid in the order of distribution to such Classes pursuant to clause (III)(D) of the definition of “REMIC IV 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 Group M-B-L Regular Interests is less than such Subordination Level as of the Closing Date, then the pro rata portion of the Group M-B Subordinate Principal Prepayments Distribution Amount, if any, otherwise allocable to such Class or Classes of Group M-B-L Regular Interests shall be allocated to the more senior Classes of Group M-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 Group M-B-L Regular Interests shall be as follows: Class M-B-1-L, Class M-B-2-L, Class M-B-3-L, Class M-B-4-L, Class M-B-5-L, Class M-B-6-L, Class M-B-7-L, Class M-B-8-L, Class M-B-9-L and Class M-B-10-L.

Group M-B Subordinate Principal Prepayments Distribution Amount:  For any Distribution Date, the sum of (i) the Group 3 Subordinate Prepayment Percentage of the Principal Prepayment Amount for Loan Group 3, (ii) the Group 4 Subordinate Prepayment Percentage of the Principal Prepayment Amount for Loan Group 4 and (iii) the Group 5 Subordinate Prepayment Percentage of the Principal Prepayment Amount for Loan Group 5; provided, however, that if the amount specified in clause (B) of the definition of “Group M-B Subordinate Principal Distribution Amount” is greater than the sum of the amounts specified in clauses (A)(i), (A)(ii), (A)(iii) and (A)(v) of such definition, then the Group M-B Subordinate Principal Prepayments Distribution Amount shall be reduced by the amount of such excess.

Group M-B Net Weighted Average Pass-Through Rate:  For any Distribution Date, the product of (I) 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, and (II) a fraction, the numerator of which is the sum of (i) the product of (x) the Loan Group 3 Weighted Average Pass-Through Rate and (y) the Subordinate Component Balance for Loan Group 3 immediately before that Distribution Date, (ii) the product of (x) the Loan Group 4 Net Weighted Average Pass-Through Rate and (y) the Subordinate Component Balance for Loan Group 4 immediately before that Distribution Date and (iii) the product of (x) the Loan Group 5 Net Weighted Average Pass-Through Rate and (y) the Subordinate Component Balance for Loan Group 5 immediately before that Distribution Date and the denominator of which is the sum of the Subordinate Component Balances for Loan Group 3, Loan Group 4 and Loan Group 5 immediately before that Distribution Date.

Group M-B-L Regular Interests:  The Class M-B-1-L, Class M-B-2-L, Class M-B-3-L, Class M-B-4-L, Class M-B-5-L, Class M-B-6-L, Class M-B-7-L, Class M-B-8-L, Class M-B-9-L and Class M-B-10-L Regular Interests.

Index:  For each Mortgage Loan, initially, either One-Year MTA, One-Month LIBOR or COFI, as set forth on the Mortgage Loan Schedule.  For each Mortgage Loan and each Interest Rate Adjustment Date, (a) the One-Year MTA or One-Month LIBOR figure used to calculate the Mortgage Interest Rate will be the most recent One-Year MTA or One-Month LIBOR figure available as of fifteen days before such Interest Rate Adjustment Date and (b) the COFI figure used to calculate the Mortgage Interest Rate will be the most recent COFI figure available as of such Interest Rate Adjustment Date. The index figure used for each interest rate adjustment date will be the most recently available index as of the interest rate adjustment date. In the event such initial Index (or a substitute index) is no longer available, the Servicer will select a substitute index in accordance with the Mortgage Note.

For the Class 1A-L, Class 2-A-L, Class 3-A-L, Class 4A-1-L, Class 4A-2-L and Class 4A-B-L Regular Interests and the Class 1A, Cass 2A, Class 3A, Class 4A-1, Class 4A-2 and Class 4A-B Certificates, One-Year MTA.  For each Distribution Date, the One-Year MTA figure used to calculate the Certificate Interest Rate for such Distribution Date for such Classes will be the most recent One-Year MTA figure available as of fifteen days before the beginning of the Prior Period.  In the event One-Year MTA (or a substitute index) is no longer available, the substitute index selected for the Mortgage Loans will be the substitute index for such Classes.

For the Class 5A-L Regular Interest and the Class 5A Certificates, COFI.  For each Distribution Date, the COFI figure used to calculate the Certificate Interest Rate for such Distribution Date for such Classes will be the most recent COFI figure available at the beginning of the Prior Period. In the event COFI (or a substitute index) is no longer available, the substitute index selected for the Mortgage Loans will be the substitute index for such Classes.

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 Group 2 Servicing Fee Shortfall Deposit:  As defined in Section 2.01.

Initial Group 3 Servicing Fee Shortfall Deposit:  As defined in Section 2.01.

Initial Group 4 Servicing Fee Shortfall Deposit:  As defined in Section 2.01.

Initial Group 5 Servicing Fee Shortfall Deposit:  As defined in Section 2.01.

Initial Interest Shortfall Deposit:  As defined in Section 2.01.

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 and any FHA insurance policy or VA guaranty, to the extent such amounts are not released to the Mortgagor in accordance with prudent mortgage loan servicing practices.

Interest Distribution Amount:  For any Distribution Date, (a) for any Class of REMIC I Regular Interests, REMIC II Regular Interests, REMIC III Regular Interests and REMIC IV Regular Interests and the Class R-1 Residual Interest (other than the Class CA-1B-L, Class CA-1C-L, Class CX-1-L, Class CX-2-PPP-L, Class DA-1B-L, Class DA-1C-L, Class EX-PPP and Class 5X-PPP-L Regular Interests) and any Class CA-1B, Class CA-1C, Class DA-1B or Class DA-1C Component, the amount of interest accrued during the Prior Period (or in the case of the Class CA-1B, Class CA-1C, Class DA-1B and Class DA-1C Components and the Group L-B-L and Group M-B-L Regular Interests, during the No-Delay Accrual Period), at the related Certificate Interest Rate for such Class or Component for such Distribution Date on the respective Class Principal Balance or Component Principal Balance immediately before such Distribution Date (or in the case of the Class FX Certificates, on the Class FX Notional Amount for such Distribution Date, unless otherwise stated in the definition of "REMIC IV Distribution Amount") and (b) for the Class 5X-PPP-L Regular Interest, the Class 5X-PPP Accrued Interest and for any Class X IO Component, interest accrued during the Prior Period in the amount specified in the applicable clause of the definition of Class CX-1 Accrued Interest,” Class CX-2-PPP Accrued Interest” or "Class EX-PPP Accrued Interest," in each case reduced by Net Negative Amortization Amounts, Uncompensated Interest Shortfall and the interest portion of Realized Losses allocated to such Class or Component 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 REMIC I Regular Interests, REMIC II Regular Interests, REMIC III Regular Interests and REMIC IV Regular Interests and the Class R-1 Residual Interest shall be made on the basis of a 360-day year of twelve 30-day months, except that for the Class CA-1B, Class CA-1C, Class DA-1B and Class DA-1C Components and the Group L-B-L and Group M-B-L Regular Interests the computation of interest accrued thereon shall be made on the basis of the actual number of days in the No-Delay Accrual Period and assuming a 360 day year.

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

Interest Transfer Amount: On any Distribution Date for an Undercollateralized Group, an amount equal to one month’s interest on the applicable Principal Transfer Amount at the weighted average of the Certificate Interest Rates on the Class A Certificates (or Components thereof, as applicable) related to such Undercollateralized Group, plus any interest accrued on such Class A Certificates (or Components thereof) remaining unpaid from prior Distribution Dates.

Interest Transfer Amount Fraction: For Subgroup 1-A or Subgroup 1-B for any Distribution Date, a fraction, the numerator of which is (a) the product of (i) the Subgroup L-Balance for such Subgroup for such Distribution Date and (ii) the Subgroup Weighted Average Pass-Through Rate for such Subgroup for such Distribution Date, and the denominator of which is (b) the sum of the amount described in clause (a) of this sentence calculated for each of Subgroup 1-A and Subgroup 1-B.

For Subgroup 2-A or Subgroup 2-B for any Distribution Date, a fraction, the numerator of which is (a) the product of (i) the Subgroup L-Balance for such Subgroup for such Distribution Date and (ii) the Subgroup Weighted Average Pass-Through Rate for such Subgroup for such Distribution Date, and the denominator of which is (b) the sum of the amount described in clause (a) of this sentence calculated for each of Subgroup 2-A and Subgroup 2-B.

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.

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 L-B-12, Class L-B-13, Class L-B-14, Class M-B-8, Class M-B-9 and Class M-B-10 Certificates.

Last Scheduled Distribution Date: With respect to any Class ofCertificates related to (i) either of Loan Group 1 or Loan Group 2, the Distribution Date in [February 2047] and (ii) any of Loan Group 3, Loan Group 4 or Loan Group 5, the Distribution Date in [April 2047].

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 are open for conducting transactions in foreign currency and exchange prior to the 25th day of the month preceding the Distribution Date (and in the case of the initial Distribution Date, the second day on which banks in London are open for conducting transactions in foreign currency and exchange prior to the Closing Date).

Liquidated Mortgage Loan: A (i) WMB Loan (other than a WMB 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 WMB Loan, whether from Insurance Proceeds, Liquidation Proceeds or otherwise, or (ii) a defaulted Countrywide Loan that has been liquidated through trustee’s sale, foreclosure sale or otherwise, in accordance with the Countrywide Agreement. 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 and Insurance Proceeds received with respect to each Mortgage Loan which became a Liquidated Mortgage Loan during the Prior Period (but not in excess of the principal balance thereof).

Liquidation Proceeds: Amounts received and retained in connection with the liquidation of defaulted Mortgage Loans, whether through foreclosure or otherwise, other than Insurance Proceeds and other than Subsequent Recoveries, and (except for purposes of the definition of “Realized Loss”) after deduction of amounts reimbursable to the Servicer under Section 3.05(a)(i) and (ii) hereof or to Countrywide under Section 11.05(ii), (iii) and (vii) of the Countrywide Servicing Addendum, as applicable.

Loan Group: Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4 or Loan Group 5, as applicable.

Loan Group 1: The group of Mortgage Loans comprised of the Group 1 Loans.

Loan Group 1 Balance: For any Distribution Date, the aggregate principal balance of the Group 1 Loans as of the second preceding Due Date (after giving effect to (i) payments due on such Mortgage Loans on such Due Date and (ii) except for the first Distribution Date, any Payoffs on WMB Loans in such Loan Group received on or before the 14th day of the calendar month of such Due Date).

Loan Group 1 Maximum Class CX Interest Amount:  For any Distribution Date, the lesser of:

(a)        the excess, if any, of

(x)        the sum of (A) the product of (i) a fraction, the numerator of which is the Loan Group 1 Weighted Average Pass-Through Rate for such Distribution Date and the denominator of which is 12, and (ii) the Loan Group 1 Balance for such Distribution Date, and (B) if Loan Group 1 is an Undercollateralized Group, the Interest Transfer Amount for Loan Group 1 for such Distribution Date over

(y)        the product of (i) a fraction, the numerator of which is the Group 1 Weighted Average Certificate Interest Rate for such Distribution Date and the denominator of which is 12, and (ii) the sum of (a) the Class 1A Principal Balance immediately before such Distribution Date, (b) the aggregate Component Principal Balance of the Class CA Group 1 Components immediately before such Distribution Date, (c) the Subordinate Component Balance for Loan Group 1 immediately before such Distribution Date and (d) if Loan Group 1 is an Overcollateralized Group, the Overcollateralization Amount for Loan Group 1 for such Distribution Date; and

(b)        the Aggregate Maximum Class CX Interest Amount for such Distribution Date.

Loan Group 1 Weighted Average Pass-Through Rate:  For any Distribution Date, the weighted average of the Pass-Through Rates on the Group 1 Loans as of the second preceding Due Date (after giving effect to (i) payments due on such Mortgage Loans on such Due Date and (ii) except for the first Distribution Date, any Payoffs on WMB Loans in such Loan Group received on or before the 14th day of the calendar month of such Due Date).

Loan Group 2:  The group of Mortgage Loans comprised of the Group 2 Loans.

Loan Group 2 Balance: For any Distribution Date, the aggregate principal balance of the Group 2 Loans as of the second preceding Due Date (after giving effect to (i) payments due on such Mortgage Loans on such Due Date and (ii) except for the first Distribution Date, any Payoffs on WMB Loans in such Loan Group received on or before the 14th day of the calendar month of such Due Date).

Loan Group 2 Maximum Class CX Interest Amount:  For any Distribution Date, the lesser of:

(a)        the excess, if any, of

(x)        the sum of (A) the product of (i) a fraction, the numerator of which is the Loan Group 2 Weighted Average Pass-Through Rate for such Distribution Date and the denominator of which is 12, and (ii) the Loan Group 2 Balance for such Distribution Date, and (B) if Loan Group 2 is an Undercollateralized Group, the Interest Transfer Amount for Loan Group 2 for such Distribution Date over

(y)        the product of (i) a fraction, the numerator of which is the Group 2 Weighted Average Certificate Interest Rate for such Distribution Date and the denominator of which is 12, and (ii) the sum of (a) the Class 2A Principal Balance immediately before such Distribution Date, (b) the aggregate Component Principal Balance of the Class CA Group 2 Components immediately before such Distribution Date, (c) the Subordinate Component Balance for Loan Group 2 immediately before such Distribution Date and (d) if Loan Group 2 is an Overcollateralized Group, the Overcollateralization Amount for Loan Group 2 for such Distribution Date; and

(b)        the Aggregate Maximum Class CX Interest Amount for such Distribution Date.

Loan Group 2 Weighted Average Pass-Through Rate:  For any Distribution Date, the weighted average of the Pass-Through Rates on the Group 2 Loans as of the second preceding Due Date (after giving effect to (i) payments due on such Mortgage Loans on such Due Date and (ii) except for the first Distribution Date, any Payoffs on WMB Loans in such Loan Group received on or before the 14th day of the calendar month of such Due Date).

Loan Group 3:  The group of Mortgage Loans comprised of the Group 3 Loans.

Loan Group 3 Balance: For any Distribution Date, the aggregate principal balance of the Group 3 Loans as of the second preceding Due Date (after giving effect to (i) payments due on such Mortgage Loans on such Due Date and (ii) except for the first Distribution Date, any Payoffs on WMB Loans in such Loan Group received on or before the 14th day of the calendar month of such Due Date).

Loan Group 3 Weighted Average Pass-Through Rate:  For any Distribution Date, the weighted average of the Pass-Through Rates on the Group 3 Loans as of the second preceding Due Date (after giving effect to (i) payments due on such Mortgage Loans on such Due Date and (ii) except for the first Distribution Date, any Payoffs on WMB Loans in such Loan Group received on or before the 14th day of the calendar month of such Due Date).

Loan Group 4:  The group of Mortgage Loans comprised of the Group 4 Loans.

Loan Group 4 Balance: For any Distribution Date, the aggregate principal balance of the Group 4 Loans as of the second preceding Due Date (after giving effect to (i) payments due on such Mortgage Loans on such Due Date and (ii) except for the first Distribution Date, any Payoffs on WMB Loans in such Loan Group received on or before the 14th day of the calendar month of such Due Date).

Loan Group 4 Net Weighted Average Pass-Through Rate:  For any Distribution Date (i) the weighted average of the Pass-Through Rates of the Group 4 Loans as of the second preceding Due Date (after giving effect to (a) the payments due on those mortgage loans on that Due Date and (b) except for the first Distribution Date, any Payoffs on WMB Loans received on or before the 14th day of the calendar month of that Due Date) reduced by (ii) a fraction, the numerator of which is the product of (a) the weighted average of an amount for that Distribution Date on each Subgroup 4-A Loan which is calculated as follows: (i) for each Subgroup 4-A Loan that was in its initial three month fixed rate period in the calendar month immediately preceding such Distribution Date, 0.00% and (ii) for each Subgroup 4-A Loan that was not in its initial three month fixed rate period in the calendar month immediately preceding such Distribution Date, the excess, if any, of the initial Mortgage Loan Margin for such Mortgage Loan over [__]% and (b) the Subgroup 4-A Balance and the denominator is the Loan Group 4 Balance.

Loan Group 5:  The group of Mortgage Loans comprised of the Group 5 Loans.

Loan Group 5 Balance: For any Distribution Date, the aggregate principal balance of the Group 5 Loans as of the second preceding Due Date (after giving effect to (i) payments due on such Mortgage Loans on such Due Date and (ii) except for the first Distribution Date, any Payoffs on WMB Loans in such Loan Group received on or before the 14th day of the calendar month of such Due Date).

Loan Group 5 Net Weighted Average Pass-Through Rate:  For any Distribution Date (i) the weighted average of the Pass-Through Rates of the Group 5 Loans as of the second preceding Due Date (after giving effect to (a) the payments due on those mortgage loans on that Due Date and (b) except for the first Distribution Date, any Payoffs on WMB Loans received on or before the 14th day of the calendar month of that Due Date) reduced by (ii) a fraction, the numerator of which is the product of (a) the weighted average of an amount for that Distribution Date on each Subgroup 5-A Loan which is calculated as follows: (i) for each Subgroup 5-A Loan that was in its initial three month fixed rate period in the calendar month immediately preceding such Distribution Date, 0.00% and (ii) for each Subgroup 5-A Loan that was not in its initial three month fixed rate period in the calendar month immediately preceding such Distribution Date, the excess, if any, of the initial Mortgage Loan Margin for such Mortgage Loan over [__]% and (b) the Subgroup 5-A Balance and the denominator is the Loan Group 5 Balance.

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

Marker Rate:  With respect to the Class CX-1 Certificates or the Class CX-1-L Regular Interest and any Distribution Date, in relation to the Class III-LT1, Class III-LT2, Class III-LT3, Class III-LT4, Class III-LT6, Class III-LT7, Class III-LT8, Class III-LTY1 and Class III-LTY2 Regular Interests, a per annum rate equal to two (2) times the weighted average of the Certificate Interest Rates for the Class III-LT2 and Class III-LT3 Regular Interests. With respect to the Class CX-2 Certificates or the Class CX-2-L Regular Interest and any Distribution Date, in relation to the Class III-LT1, Class III-LT2, Class III-LT3, Class III-LT4, Class III-LT6, Class III-LT7, Class III-LT8, Class III-LTY1 and Class III-LTY2 Regular Interests, a per annum rate equal to two (2) times the weighted average of the Certificate Interest Rates for the Class III-LT6 and Class III-LT7 Regular Interests.

With respect to the Class EX-PPP Certificates or the Class EX-PPP-L Regular Interest and any Distribution Date, in relation to the Class III-LT9, Class III-LT10, Class III-LT11, Class III-LT12, Class III-LT14, Class III-LT15, Class III-LT16, Class III-LT18, Class III-LT19, Class III-LT20, Class III-LTY3, Class III-LTY4 and Class III-LTY5 Regular Interests, a per annum rate equal to two (2) times the weighted average of the Certificate Interest Rates for the Class III-LT10, Class III-LT14, Class III-LT11 and Class III-LT15 Regular Interests. With respect to the Class 5X-PPP Certificates or the Class 5X-PPP-L Regular Interest and any Distribution Date, in relation to the Class III-LT9, Class III-LT10, Class III-LT11, Class III-LT12, Class III-LT14, Class III-LT15, Class III-LT16, Class III-LT18, Class III-LT19, Class III-LT20, Class III-LTY3, Class III-LTY4 and Class III-LTY5 Regular Interests, a per annum rate equal to two (2) times the weighted average of the Certificate Interest Rates for the Class III-LT18 and Class III-LT19 Regular Interests.

Maximum Group L-B Rate:  For any Distribution Date, the Group L-B Weighted Average Pass-Through Rate modified as follows: for purposes of calculating the Pass-Through Rate for each Mortgage Loan, the Rate Ceiling for such Mortgage Loan will be substituted for the Mortgage Interest Rate for such Mortgage Loan.

Maximum Group M-B Rate:  For any Distribution Date, the Group M-B Net Weighted Average Pass-Through Rate modified as follows: for purposes of calculating the Pass-Through Rate for each Mortgage Loan, the Rate Ceiling for such Mortgage Loan will be substituted for the Mortgage Interest Rate for such Mortgage Loan.

Maximum Loan Group 1 Rate:  For any Distribution Date, the Adjusted Loan Group 1 Weighted Average Pass-Through Rate, modified as follows:  for purposes of calculating the Pass-Through Rate for each related Mortgage Loan, the Rate Ceiling for such Mortgage Loan will be substituted for the Mortgage Interest Rate for such Mortgage Loan.

Maximum Loan Group 2 Rate:  For any Distribution Date, the Adjusted Loan Group 2 Weighted Average Pass-Through Rate, modified as follows:  for purposes of calculating the Pass-Through Rate for each related Mortgage Loan, the Rate Ceiling for such Mortgage Loan will be substituted for the Mortgage Interest Rate for such Mortgage Loan.

Maximum Loan Group 3 Rate:  For any Distribution Date, the Adjusted Loan Group 3 Weighted Average Pass-Through Rate, modified as follows:  for purposes of calculating the Pass-Through Rate for each related Mortgage Loan, the Rate Ceiling for such Mortgage Loan will be substituted for the Mortgage Interest Rate for such Mortgage Loan.

Maximum Loan Group 4 Rate:  For any Distribution Date, the Adjusted Loan Group 4 Net Weighted Average Pass-Through Rate, modified as follows:  for purposes of calculating the Pass-Through Rate for each related Mortgage Loan, the Rate Ceiling for such Mortgage Loan will be substituted for the Mortgage Interest Rate for such Mortgage Loan.

Maximum Loan Group 5 Rate:  For any Distribution Date, the Adjusted Loan Group 5 Net Weighted Average Pass-Through Rate, modified as follows:  for purposes of calculating the Pass-Through Rate for each related Mortgage Loan, the Rate Ceiling for such Mortgage Loan will be substituted for the Mortgage Interest Rate for such Mortgage Loan.

Maximum Loan Group Rate: For each Class CA-1B, Class CA-1C, Class DA-1B or Class DA-1C Component and for any Distribution Date, the maximum rate for purposes of calculating the Certificate Interest Rate for such Component for such Distribution Date, as specified in clause (c) of the applicable paragraph of the applicable note to the table entitled “REMIC IV Interests” in the Preliminary Statement hereto.

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 related 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.

Minimum Monthly Payment:  For each Mortgage Loan, the scheduled payment of interest or principal and interest 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) which is due on the related Due Date for such Mortgage Loan.

MOM Loan: A MERS 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 related Mortgage.

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

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 the applicable time it is 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, (X) with respect to each Mortgage Loan that is not a Cooperative Loan:

(i)                  The original Mortgage Note endorsed (A) in blank, without recourse, (B) to the Trustee, without recourse, or (C) to the Trust, without recourse, and all intervening endorsements evidencing a complete chain of endorsements from the originator to the endorser last endorsing the Mortgage Note, or, in the event of any Destroyed Mortgage Note, a copy or a duplicate original of the Mortgage Note (or portion thereof, as applicable), together with an original lost note affidavit from the originator of the Mortgage Loan, the Seller or the Company stating that the original Mortgage Note (or portion thereof, as applicable) was lost, misplaced or destroyed, together with a copy of the Mortgage Note (or portion thereof, as applicable); provided, however, that in the event that either (a) Washington Mutual Bank or Washington Mutual Bank fsb is the Seller of the Mortgage Loan or (b) Washington Mutual Mortgage Securities Corp. is the Seller of the Mortgage Loan and purchased the Mortgage Loan from Washington Mutual Bank or Washington Mutual Bank fsb, then the Mortgage Note need not be endorsed in blank or to the Trustee or the Trust as provided above, but, if not so endorsed, shall be made payable to, or properly endorsed to, Washington Mutual Bank or Washington Mutual Bank fsb, as applicable;

(ii)                The Buydown Agreement, if applicable;

(iii)               (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 assignment of the Mortgage duly executed and acknowledged in recordable form (A) in blank, (B) to the Trustee or (C) to the 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 person executing the assignment described in clause (y); 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 Seller, the Servicer, Countrywide 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 assignment of the Mortgage duly executed and acknowledged in recordable form (A) in blank, (B) to the Trustee or (C) to the 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, the Seller, the Servicer or Countrywide as described above, of all intervening assignments evidencing a complete chain of assignment from the originator to the person executing the assignment described in clause (y);

provided, however, that in the event that either (a) Washington Mutual Bank or Washington Mutual Bank fsb is the Seller of the Mortgage Loan or (b) Washington Mutual Mortgage Securities Corp. is the Seller of the Mortgage Loan and purchased the Mortgage Loan from Washington Mutual Bank or Washington Mutual Bank fsb, then the Mortgage File need not include an assignment of the Mortgage executed in blank or to the Trustee 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 Washington Mutual Bank or Washington Mutual Bank fsb, include a complete chain of assignments of the related Mortgage from the originator of such Mortgage Loan to Washington Mutual Bank or Washington Mutual Bank fsb, 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, (B) to the Trustee, without recourse, or (C) to the Trust, without recourse, and all intervening endorsements evidencing a complete chain of endorsements from the originator to the endorser last endorsing the Mortgage Note, or, in the event of any Destroyed Mortgage Note, a copy or a duplicate original of the Mortgage Note (or portion thereof, as applicable), together with an original lost note affidavit from the originator of the Cooperative Loan, the Seller or the Company, 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 (or portion thereof, as applicable); provided, however, that in the event that either (a) Washington Mutual Bank or Washington Mutual Bank fsb is the Seller of the Mortgage Loan or (b) Washington Mutual Mortgage Securities Corp. is the Seller of the Mortgage Loan and purchased the Mortgage Loan from Washington Mutual Bank or Washington Mutual Bank fsb, then the Mortgage Note need not be endorsed in blank or to the Trustee or the Trust as provided above, but, if not so endorsed, shall be made payable to, or properly endorsed to, Washington Mutual Bank or Washington Mutual Bank fsb, as applicable;

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

(iii)               The Cooperative Stock Certificate, 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 or amendments thereof, each with evidence of recording thereof, perfecting the security interest granted under the Security Agreement and the Assignment of Proprietary Lease;

(vii)             Copies of the filed UCC assignments or amendments of the UCC financing statements described in clause (vi) above showing an unbroken chain of assignments from the originator to the Trustee or the Trust, each with evidence of recording thereof;

(viii)           Executed assignments of the interest of the originator in the Security Agreement, the Assignment of Proprietary Lease and the Recognition Agreement, showing an unbroken chain of assignments from the originator to the Trustee or 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 that either (a) Washington Mutual Bank or Washington Mutual Bank fsb is the Seller of the Mortgage Loan or (b) Washington Mutual Mortgage Securities Corp. is the Seller of the Mortgage Loan and purchased the Mortgage Loan from Washington Mutual Bank or Washington Mutual Bank fsb, 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 Trustee or the Trust as provided in clause (Y)(vii) above, but the Mortgage File shall, unless the Cooperative Loan was originated by Washington Mutual Bank or Washington Mutual Bank fsb, include a UCC assignment or amendment of such UCC financing statement to Washington Mutual Bank or Washington Mutual Bank fsb, as applicable, 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 Trustee or the Trust as provided in clause (Y)(viii) above, but the Mortgage File shall, unless the Cooperative Loan was originated by Washington Mutual Bank or Washington Mutual Bank fsb, include an assignment of such interest to Washington Mutual Bank or Washington Mutual Bank fsb, as applicable.

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.

Mortgage Loan Purchase Agreement: With respect to (i) any Group 1 or Group 2 Loan, the Mortgage Loan Purchase and Sale Agreement, dated as of December 28, 2005, between the Company and Washington Mutual Mortgage Securities Corp., as supplemented and amended by the Term Sheet, dated the Closing Date, between the Company and Washington Mutual Mortgage Securities Corp. and relating to the related Certificates and (ii) any Group 3, Group 4 or Group 5 Loan, the Mortgage Loan Purchase and Sale Agreement, dated as of October 25, 2005, between the Company and Washington Mutual Bank, as supplemented and amended by the Term Sheet, dated the Closing Date, between the Company and Washington Mutual Bank and relating to the related Certificates.

Mortgage Loan Schedule: The schedule or schedules, 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 Appraised 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, under the Mortgage Note and the Rate Ceiling and Mortgage Loan Margin under the Mortgage Note, and the Index, the initial Interest Rate Adjustment Date and the 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,

(ix)              the Servicing Fee Rate,

(x)                the servicer of such Mortgage Loan (which may be shown on a separate schedule), and

(xi)              the applicable term during which a Prepayment Premium, if any, may be imposed on such Mortgage Loan (which shall be shown on a separate schedule),

(xii)             its Loan Group, and

(xiii)           its Subgroup.

Mortgage Loans: The mortgage loans and cooperative loans (if any), including each Substitute Mortgage Loan, listed on the Mortgage Loan Schedule. With respect to each Mortgage Loan that is a Cooperative Loan, “Mortgage Loan” shall include, but not be limited to, the Mortgage Note and the related 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 Minimum Monthly Payments due after the Cut-Off Date and all other payments and distributions collected with respect to the Mortgage Loans on or 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 WMB Servicing Fee); (iii) the Countrywide Custodial Account, the Custodial Accounts for P&I and 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 WMB Servicing Fee or the Countrywide 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; and (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.

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 Note.  “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 (ii) the Minimum Monthly Payment due on such Mortgage Loan on such Due Date.

Net Negative Amortization Amount: For any Distribution Date and (a) any Loan Group, the excess, if any, of (i) the aggregate of Negative Amortization Amounts with respect to the Mortgage Loans in such Loan Group for the Due Date in the calendar month of such Distribution Date over (ii) the sum of (x) Curtailments received during the Prior Period from the Mortgage Loans in such Loan Group and (y) Payoffs received during the applicable Payoff Period from the Mortgage Loans in such Loan Group and (b) any Subgroup, the Net Negative Amortization for the related Loan Group, allocated to the related Subgroup or Subgroups pro rata according to such Subgroup's Unadjusted Net Negative Amortization.

For any Distribution Date and Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4 or Loan Group 5, (a) the Net Negative Amortization Amount for such Distribution Date and such Loan Group shall be allocated to the (i) Class I-Z-1 Regular Interest (in the case of Loan Group 1), (ii) Class I-Z-2 Regular Interest (in the case of Loan Group 2), (iii) Class II-Z-1 Regular Interest (in the case of Loan Group 3), (iv) Class II-Z-2 Regular Interest (in the case of Loan Group 4) or (v) Class II-Z-3 Regular Interest (in the case of Loan Group 5) in reduction of the Interest Distribution Amount for such Class, and (b) the Class Principal Balance of the Class I-Z-1 Regular Interest, Class I-Z-2 Regular Interest, Class II-Z-1 Regular Interest, Class II-Z-2 Regular Interest or Class II-Z-3 Regular Interest, as applicable, shall be increased by such Net Negative Amortization Amount allocated thereto for such Distribution Date.

For any Distribution Date, (a) the Net Negative Amortization Amount for Loan Group 1 and Loan Group 2 for such Distribution Date shall be allocated to the Class III-LT-1 Regular Interest, in reduction of the Interest Distribution Amount for such Class, (b) the Class III-LT-1 Principal Balance shall be increased by such Net Negative Amortization Amount for such Distribution Date, (c) the Net Negative Amortization Amount for Loan Group 3, Loan Group 4 and Loan Group 5 for such Distribution Date shall be allocated to the Class III-LT-9 Regular Interest, in reduction of the Interest Distribution Amount for such Class and (d) the Class III-LT-9 Principal Balance shall be increased by such Net Negative Amortization Amount for such Distribution Date.

(I) For any Distribution Date and each of Subgroup 1-A, Subgroup 1-B, Subgroup 2-A, Subgroup 2-B, Loan Group 1 and Loan Group 2, the Net Negative Amortization Amount for such Distribution Date and such Subgroup or Loan Group shall be allocated among the REMIC IV Regular Interests (or Components thereof, as applicable) as follows:

(i)         first, (a) the Net Negative Amortization Amount for Subgroup 1-A, to the Class CX-1 Subgroup 1-A IO Component in reduction of the Interest Distribution Amount for such Component, until such amount is reduced to zero, (b) the Net Negative Amortization Amount for Subgroup 2-A, to the Class CX-1 Subgroup 2-A IO Component in reduction of the Interest Distribution Amount for such Component, until such amount is reduced to zero, (c) the Net Negative Amortization Amount for Subgroup 1-B, to the Class CX-2-PPP Subgroup 1-B IO Component in reduction of the Interest Distribution Amount for such Component, until such amount is reduced to zero and (d) the Net Negative Amortization Amount for Subgroup 2-B, to the Class CX-2-PPP Subgroup 2-B IO Component in reduction of the Interest Distribution Amount for such Component, until such amount is reduced to zero;

(ii)        second, (a) the Net Negative Amortization Amount for Subgroup 1-A remaining after the allocation pursuant to clause (i)(a) above, to the Class CX-2-PPP Subgroup 1-B IO Component in reduction of the remaining portion of the Interest Distribution Amount for such Component, until such remaining amount is reduced to zero, (b) the Net Negative Amortization Amount for Subgroup 2-A remaining after the allocation pursuant to clause (i)(b) above, to the Class CX-2-PPP Subgroup 2-B IO Component in reduction of the remaining portion of the Interest Distribution Amount for such Component, until such remaining amount is reduced to zero, (c) the Net Negative Amortization Amount for Subgroup 1-B remaining after the allocation pursuant to clause (i)(c) above, to the Class CX-1 Subgroup 1-A IO Component in reduction of the remaining portion of the Interest Distribution Amount for such Component, until such remaining amount is reduced to zero, and (d) the Net Negative Amortization Amount for  Subgroup 2-B remaining after the allocation pursuant to clause (i)(d) above, to the Class CX-1 Subgroup 2-A IO Component in reduction of the remaining portion of the Interest Distribution Amount for such Component, until such remaining amount is reduced to zero;

(iii)       third, (a) the Net Negative Amortization Amount for Subgroup 1-A remaining after the allocation pursuant to clauses (i)(a) and (ii)(a) above, to the Class CX-1 Subgroup 2-A IO Component in reduction of the remaining portion of the Interest Distribution Amount for such Component, until such remaining amount is reduced to zero, (b) the Net Negative Amortization Amount for  Subgroup 2-A remaining after the allocation pursuant to clauses (i)(b) and (ii)(b) above, to the Class CX-1 Subgroup 1-A IO Component in reduction of the remaining portion of the Interest Distribution Amount for such Component, until such remaining amount is reduced to zero, (c) the Net Negative Amortization Amount for Subgroup 1-B remaining after the allocation pursuant to clauses (i)(c) and (ii)(c) above, to the Class CX-2-PPP Subgroup 2-B IO Component in reduction of the remaining portion of the Interest Distribution Amount for such Component, until such remaining amount is reduced to zero, and (d) the Net Negative Amortization Amount for  Subgroup 2-B remaining after the allocation pursuant to clauses (i)(d) and (ii)(d) above, to the Class CX-2-PPP Subgroup 1-B IO Component in reduction of the remaining portion of the Interest Distribution Amount for such Component, until such remaining amount is reduced to zero;

(iv)       fourth, (a) the Net Negative Amortization Amount for Subgroup 1-A remaining after the allocation pursuant to clauses (i)(a), (ii)(a) and (iii)(a) above, to the Class CX-2-PPP Subgroup 2-B IO Component in reduction of the remaining portion of the Interest Distribution Amount for such Component, until such remaining amount is reduced to zero, (b) the Net Negative Amortization Amount for  Subgroup 2-A remaining after the allocation pursuant to clauses (i)(b), (ii)(b) and (iii)(b) above, to the Class CX-2-PPP Subgroup 1-B IO Component in reduction of the remaining portion of the Interest Distribution Amount for such Component, until such remaining amount is reduced to zero, (c) the Net Negative Amortization Amount for Subgroup 1-B remaining after the allocation pursuant to clauses (i)(c), (ii)(c) and (iii)(c) above, to the Class CX-1 Subgroup 2-A IO Component in reduction of the remaining portion of the Interest Distribution Amount for such Component, until such remaining amount is reduced to zero, and (d) the Net Negative Amortization Amount for  Subgroup 2-B remaining after the allocation pursuant to clauses (i)(d), (ii)(d) and (iii)(d) above, to the Class CX-1 Subgroup 1-A IO Component in reduction of the remaining portion of the Interest Distribution Amount for such Component, until such remaining amount is reduced to zero;

(v)        fifth, the Net Negative Amortization Amount for Loan Group 1 remaining after the allocations pursuant to clauses (i), (ii), (iii) and (iv) above, to the Class 1A-L and Group L-B-L Regular Interests and the Class CA Group 1 Components in proportion to the excess, if any, for each such Class or Component of (x) the amount of interest accrued during the No-Delay Accrual Period or Prior Period, as applicable, on the Class Principal Balance or Component Principal Balance for such Class or Component at the applicable Certificate Interest Rate for such Class or Component, over (y) the amount of interest that would have accrued during the No-Delay Accrual Period or Prior Period, as applicable, on the Class Principal Balance or Component Principal Balance for such Class or Component had the Certificate Interest Rate for such Class or Component equaled the Adjusted Cap Rate for such Class or Component and for such Distribution Date (such excess, in the case of each Class of Group L-B-L Regular Interests, multiplied by a fraction, the numerator of which is the Subordinate Component Balance for Loan Group 1 and the denominator of which is the aggregate Class Principal Balance of the Group L-B-L Regular Interests), in reduction of the Interest Distribution Amount for each such Class or Component; and

(vi)       sixth, the Net Negative Amortization Amount for Loan Group 2 remaining after the allocations pursuant to clauses (i), (ii), (iii) and (iv) above, to the Class 2A-L and Group L-B-L Regular Interests and the Class CA Group 2 Components in proportion to the excess, if any, for each such Class or Component of (x) the amount of interest accrued during the No-Delay Accrual Period or Prior Period, as applicable, on the Class Principal Balance or Component Principal Balance for such Class or Component at the applicable Certificate Interest Rate for such Class or Component, over (y) the amount of interest that would have accrued during the No-Delay Accrual Period or Prior Period, as applicable, on the Class Principal Balance or Component Principal Balance for such Class or Component had the Certificate Interest Rate for such Class or Component equaled the Adjusted Cap Rate for such Class or Component and for such Distribution Date (such excess, in the case of each Class of Group L-B-L Regular Interests, multiplied by a fraction, the numerator of which is the Subordinate Component Balance for Loan Group 2 and the denominator of which is the aggregate Class Principal Balance of the Group L-B-L Regular Interests), in reduction of the Interest Distribution Amount for each such Class or Component.

(II) For any Distribution Date and each of Loan Group 3, Loan Group 4 and Loan Group 5, the Net Negative Amortization Amount for such Distribution Date and such Loan Group shall be allocated among the REMIC IV Regular Interests (or Components thereof, as applicable) as follows:

(i)         first, (a) the Net Negative Amortization Amount for Loan Group 3, to the Class EX-PPP Loan Group 3 IO Component in reduction of the Interest Distribution Amount for such Component, until such amount is reduced to zero, (b) the Net Negative Amortization Amount for Loan Group 4, to the Class EX-PPP Loan Group 4 IO Component in reduction of the Interest Distribution Amount for such Component, until such amount is reduced to zero and (c) the Net Negative Amortization Amount for Loan Group 5, to the Class 5X-PPP-L Regular Interest in reduction of the Interest Distribution Amount for such Class, until such amount is reduced to zero;

(ii)        second, (a) the Net Negative Amortization Amount for Loan Group 3 remaining after the allocation pursuant to clause (i)(a) above, to the Class EX-PPP Loan Group 4 IO Component in reduction of the remaining portion of the Interest Distribution Amount for such Component, until such remaining amount is reduced to zero and (b) the Net Negative Amortization Amount for Loan Group 4 remaining after the allocation pursuant to clause (i)(b) above, to the Class EX-PPP Loan Group 4 IO Component in reduction of the remaining portion of the Interest Distribution Amount for such Component, until such remaining amount is reduced to zero;

(iii)       third, (a) the Net Negative Amortization Amount for Loan Group 3 remaining after the allocation pursuant to clauses (i)(a) and (ii)(a) above, to the Class 5X-PPP-L Regular Interest in reduction of the remaining portion of the Interest Distribution Amount for such Class (pro rata with the allocation in clause (iii)(b), if any), until such remaining amount is reduced to zero, (b) the Net Negative Amortization Amount for Loan Group 4 remaining after the allocation pursuant to clauses (i)(b) and (ii)(b) above, to the Class 5X-PPP-L Regular Interest in reduction of the remaining portion of the Interest Distribution Amount for such Class (pro rata with the allocation in clause (iii)(a), if any), until such remaining amount is reduced to zero and (c) the Net Negative Amortization Amount for Loan Group 5 remaining after the allocation pursuant to clause (i)(c) above, to the Class EX-PPP Loan Group 3 IO and Class EX-PPP Loan Group 4 IO Components in reduction of the remaining portion of the Interest Distribution Amount for such Components (pro rata according to the remaining interest amount for the Class EX-PPP Loan Group 3 IO and Class EX-PPP Loan Group 4 IO Components after the allocations in clauses (i) and (ii) above), until such remaining amount is reduced to zero;

(iv)       fourth, the Net Negative Amortization Amount for Loan Group 3 remaining after the allocations pursuant to clauses (i), (ii) and (iii) above, to the Class 3A-L and Group M-B-L Regular Interests and the Class CA Group 3 Components in proportion to the excess, if any, for each such Class or Component of (x) the amount of interest accrued during the No-Delay Accrual Period or Prior Period, as applicable, on the Class Principal Balance or Component Principal Balance for such Class or Component at the applicable Certificate Interest Rate for such Class or Component, over (y) the amount of interest that would have accrued during the No-Delay Accrual Period or Prior Period, as applicable, on the Class Principal Balance or Component Principal Balance for such Class or Component had the Certificate Interest Rate for such Class or Component equaled the Adjusted Cap Rate for such Class or Component and for such Distribution Date (such excess, in the case of each Class of Group M-B-L Regular Interests, multiplied by a fraction, the numerator of which is the Subordinate Component Balance for Loan Group 3 and the denominator of which is the aggregate Class Principal Balance of the Group M-B-L Regular Interests), in reduction of the Interest Distribution Amount for each such Class or Component;

(v)        fifth, the Net Negative Amortization Amount for Loan Group 4 remaining after the allocations pursuant to clauses (i), (ii) and (iii) above, to the Class 4A-L, Class 4A-1-L, Class 4A-2-L, Class 4A-B-L and Group M-B-L Regular Interests and the Class CA Group 4 Components in proportion to the excess, if any, for each such Class or Component of (x) the amount of interest accrued during the No-Delay Accrual Period or Prior Period, as applicable, on the Class Principal Balance or Component Principal Balance for such Class or Component at the applicable Certificate Interest Rate for such Class or Component, over (y) the amount of interest that would have accrued during the No-Delay Accrual Period or Prior Period, as applicable, on the Class Principal Balance or Component Principal Balance for such Class or Component had the Certificate Interest Rate for such Class or Component equaled the Adjusted Cap Rate for such Class or Component and for such Distribution Date (such excess, in the case of each Class of Group M-B-L Regular Interests, multiplied by a fraction, the numerator of which is the Subordinate Component Balance for Loan Group 4 and the denominator of which is the aggregate Class Principal Balance of the Group M-B-L Regular Interests), in reduction of the Interest Distribution Amount for each such Class or Component; and

(vi)       sixth, the Net Negative Amortization Amount for Loan Group 5 remaining after the allocations pursuant to clauses (i), (ii) and (iii) above, to the Class 5A-L and Group M-B-L Regular Interests and the Class CA Group 5 Components in proportion to the excess, if any, for each such Class or Component of (x) the amount of interest accrued during the No-Delay Accrual Period or Prior Period, as applicable, on the Class Principal Balance or Component Principal Balance for such Class or Component at the applicable Certificate Interest Rate for such Class or Component, over (y) the amount of interest that would have accrued during the No-Delay Accrual Period or Prior Period, as applicable, on the Class Principal Balance or Component Principal Balance for such Class or Component had the Certificate Interest Rate for such Class or Component equaled the Adjusted Cap Rate for such Class or Component and for such Distribution Date (such excess, in the case of each Class of Group M-B-L Regular Interests, multiplied by a fraction, the numerator of which is the Subordinate Component Balance for Loan Group 5 and the denominator of which is the aggregate Class Principal Balance of the Group M-B-L Regular Interests), in reduction of the Interest Distribution Amount for each such Class or Component.

For any Distribution Date, the Class Principal Balance or Component Principal Balance, as applicable, for each Class of REMIC IV Regular Interests (other than the Class X-L Regular Interests) or Component thereof, as applicable, shall be increased by the amount allocated in reduction of the Interest Distribution Amount for such Class (or Component) pursuant to the to immediately preceding sentences, as applicable, and the Component Principal Balance for each Class X PO Component shall be increased by the amount allocated in reduction of the Interest Distribution Amount for the Class X IO Component related to the same Subgroup or Loan group, as applicable.

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 WMB Advance: With respect to any WMB Mortgage Loan, any advance which the Servicer shall determine to be a Nonrecoverable WMB 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, 1301 Second Avenue, WMC 3501A, Seattle, WA 98101, or such other address as may hereafter be furnished to the Trustee in writing by the Company, (b) in the case of the Servicer, 2210 Enterprise Drive, Florence, SC 29501, Attention: Vice President, Investor Reporting, with a copy to: Washington Mutual Legal Department, 1301 Second Avenue, WMC 3501, Seattle, WA 98101, Fax No: (206) 377-6244, Attention: WaMu, and with a copy to Washington Mutual Mortgage Securities Corp., 75 North Fairway Drive, Vernon Hills, Illinois 60061, Attention: Bond Administration, 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, 300 Delaware Avenue, Suite 714, Wilmington, DE 19801, Attention: Corporate Trust Administration, 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 LaSalle Bank National Association, 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, New York 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.

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-Month LIBOR: The average of interbank offered rates for one-month U.S. dollar-denominated deposits in the London market, as published in The Wall Street Journal.

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 March 1, 2007, between the Company and the Delaware Trustee, providing for the creation of the Trust.

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

Overcollateralization Amount:  For any Overcollateralized Group for any Distribution Date, the excess, if any, of (a) the aggregate Principal Balance of the Mortgage Loans in such Loan Group over (b) the sum of (i) the sum of the Class Principal Balances (or Component Principal Balances, if applicable) of the Class A-L and Class X-L Regular Interests (or Components thereof, if applicable) related to such Loan Group and (ii) the Subordinate Component Balance for such Loan Group, in each case immediately prior to such Distribution Date.

Overcollateralized Group:  Either (i) either of Loan Group 1 or Loan Group 2, if on any Distribution Date such Loan Group is not an Undercollateralized Group and the other of such Loan Groups is an Undercollateralized Group and (ii) any of Loan Group 3, Loan Group 4 or Loan Group 5, if on any Distribution Date such Loan Group or Loan Groups is not an Undercollateralized Group or Undercollateralized Groups and the other or others of such Loan Groups is an Undercollateralized Group.

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 excess, if any, of the Mortgage Interest Rate for such Mortgage Loan over the sum of (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 payment by or on behalf of a Mortgagor 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 WMB 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 WMB 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 WMB Servicing Fee) not required to be distributed as WMB Compensating Interest on such Distribution Date, aggregate Payoff Interest shall be paid to the Servicer as additional servicing compensation.

Payoff Period: For the WMB Loans and for the first Distribution Date, the period from the Cut-Off Date through April 14, 2007, inclusive; and for the WMB Loans 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. For the Countrywide Loans and for any Distribution Date, the Prior Period for such Distribution Date.

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 related Class Notional Amount evidenced by such Certificate divided by the related Class 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-five percent (95%) and (y) its Certificate Principal Balance divided by the Aggregate Certificate Principal Balance of the Certificates (or, with respect to its rights in connection with Section 5.09, by the aggregate Class Principal Balance of the Book-Entry Certificates); provided, however, that the percentage in clause (x) above shall be increased by one percent (1%) upon the retirement of each Class of 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, REMIC II, REMIC III or REMIC IV 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, government or any agency or political subdivision thereof, or any other entity or organization, whether or not a legal entity.

Plan Investor: With respect to a transfer of a Certificate, 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.

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 by the Servicer or Countrywide, as applicable, until so applied.

Prepayment Premium:  With respect to any WMB Mortgage Loan, any fee or premium required to be paid by the Mortgagor if the Mortgagor voluntarily prepays such WMB Mortgage Loan in full as provided in the related Mortgage Note or Mortgage, except for any such fee or premium required to be paid more than three years after origination thereof.

Primary Insurance Policy: With respect to any Mortgage Loan, a primary policy of mortgage guaranty insurance, if any, on such Mortgage Loan (including any Special Primary Insurance Policy).

Principal Balance: Except as used in Sections 2.08, 3.09 and 9.01 and except for purposes of the definition of Repurchase Price, for any date of 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 (or, in the case of a Substitute Mortgage Loan, its principal balance on its date of substitution, after deduction of all scheduled principal payments due on or before such date, whether or not received), reduced by all amounts distributed or to be distributed to, and any Realized Loss allocated or to be allocated to, Certificateholders through such date 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 (other than, if such date of determination occurs earlier in the month than the Distribution Date, any Negative Amortization Amount for such Mortgage Loan for the Due Date in the month of determination).

For purposes of the definition of Repurchase Price and as used in Sections 2.08, 3.09 and 9.01, for any date of 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 (or, in the case of a Substitute Mortgage Loan, its principal balance on its date of substitution, after deduction of all scheduled principal payments due on or before such 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.

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

Principal Payment Amount: For any Distribution Date and for any Loan Group, the sum with respect to the Mortgage Loans in such Loan Group of (i) the scheduled principal payments (if any) on the Mortgage Loans due on the related Due Date, (ii) the principal portion of Repurchase Proceeds received during the Prior Period (other than any Repurchase Proceeds included in Subsequent Recoveries for such Distribution Date) 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 and for any Loan Group, the sum with respect to the Mortgage Loans in such Loan Group of (i) Curtailments received during the Prior Period from such Mortgage Loans and (ii) Payoffs received during the applicable Payoff Period from such Mortgage Loans, such sum reduced (but not to less than zero) by the aggregate of Negative Amortization Amounts with respect to such Mortgage Loans for the Due Date in the calendar month of such Distribution Date.

Principal Transfer Amount:  For any Distribution Date for each Undercollateralized Group, the excess, if any, of (a) the sum of the Class Principal Balances (or Component Principal Balances, if applicable) of the Class A-L and Class X-L Regular Interests (or Components thereof, if applicable) related to such Loan Group over (b) the aggregate Principal Balance of the Mortgage Loans in such Loan Group, in each case immediately prior to such Distribution Date.

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

Prospectus: The Prospectus, dated March 22, 2007, and the Prospectus Supplement, dated March 26, 2007, of the Company.

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

Rate Floor: The minimum 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.

Reacquired Mortgage Loan: A Mortgage Loan for which another Mortgage Loan is substituted pursuant to and in accordance with the provisions of Section 2.08.

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 immediately before such Distribution Date and (b) the aggregate amount of Monthly P&I Advances or Monthly Advances (as defined in the Countrywide Agreement) (other than advances of delinquent interest) and any other advances made hereunder by the Servicer or under the Countrywide Agreement by Countrywide, as applicable, 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, REMIC III and REMIC IV Regular Interests pursuant to this definition of “Realized Loss,” the aggregate principal portion of Realized Losses for any Loan Group for any Distribution Date 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.

(I) Realized Losses on Group 1 and Group 2 Loans shall be allocated to the REMIC I Regular Interests as follows: The interest portion of such Realized Losses, if any, shall be allocated among the Classes of REMIC I Regular Interests related to each such Loan Group pro rata according to the amount of interest accrued but unpaid thereon, in reduction thereof (i.e. the “related” Loan Group for the Class I-Y-1 and Class I-Z-1 Regular Interests is Loan Group 1 and the “related” Loan Group for the Class I-Y-2 and Class I-Z-2 Regular Interests is Loan Group 2). Any interest portion of such Realized Losses in excess of the amount allocated pursuant to the preceding sentence shall be treated as a principal portion of Realized Losses not attributable to any specific Mortgage Loan in such Loan Group and allocated pursuant to the succeeding sentences. The principal portion of Realized Losses with respect to Loan Group 1 and Loan Group 2 shall be allocated, first, to the Class Y Regular Interest related to the Loan Group to the extent of the applicable Class Y Principal Reduction Amount in reduction of the Class Principal Balance of such Regular Interest and, second, the remainder, if any, of such principal portion of such Realized Losses shall be allocated to the related Class Z Regular Interest in reduction of the Class Principal Balance thereof.

Realized Losses on the Group 1 Loans shall be allocated among the REMIC III Regular Interests as follows:  The interest portion of Realized Losses, if any, shall be allocated among the Class III-LTY1, Class III-LT1, Class III-LT2 and Class III-LT4 Regular Interests pro rata according to the amount of interest accrued but unpaid thereon, in reduction thereof.  Any interest portion of those 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 second succeeding sentences.  The principal portion of those Realized Losses, if any, shall be allocated (a) first, to the Class III-LTY1 Regular Interest to the same extent that such losses were allocated to the Class I-Y-1 Regular Interest, respectively, pursuant to the immediately preceding paragraph, (b) second, to the Class III-LT2, Class III-LT3 and Class III-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, (c) third, to the Class III-LT1 Regular Interest, in reduction of the Class Principal Balance thereof, and (d) fourth, to the Class III-LT2, Class III-LT3 and Class III-LT4 Regular Interests, pro rata according to the Class Principal Balance thereof remaining after the application of clause (b) above, in reduction thereof.

Realized Losses on the Group 2 Loans shall be allocated among the REMIC III Regular Interests as follows:  The interest portion of Realized Losses, if any, shall be allocated among the Class III-LTY2, Class III-LT1, Class III-LT6 and Class III-LT8 Regular Interests pro rata according to the amount of interest accrued but unpaid thereon, in reduction thereof.  Any interest portion of those 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 those Realized Losses, if any, shall be allocated (a) first, to the Class III-LTY2 Regular Interest to the same extent that such losses were allocated to the Class I-Y-2 Regular Interest, respectively, pursuant to the second preceding paragraph, (b) second, to the Class III-LT6, Class III-LT7 and Class III-LT8 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, (c) third, to the Class III-LT1 Regular Interest, in reduction of the Class Principal Balance thereof, and (d) fourth, to the Class III-LT6, Class III-LT7 and Class III-LT8 Regular Interests, pro rata according to the Class Principal Balance thereof remaining after the application of clause (b) above, in reduction thereof.

Realized Losses on Mortgage Loans in Loan Group 1 and Loan Group 2 shall be allocated among the REMIC IV Regular Interests (i) for Realized Losses allocable to principal (a) first, to the Class L-B-14-L Regular Interest, until the Class L-B-14-L Principal Balance has been reduced to zero, (b) second, to the Class L-B-13-L Regular Interest, until the Class L-B-13-L Principal Balance has been reduced to zero, (c) third, to the Class L-B-12-L Regular Interest, until the Class L-B-12-L Principal Balance has been reduced to zero, (d) fourth, to the Class L-B-11-L Regular Interest, until the Class L-B-11-L Principal Balance has been reduced to zero, (e) fifth, to the Class L-B-10-L Regular Interest, until the Class L-B-10-L Principal Balance has been reduced to zero, (f) sixth, to the Class L-B-9-L Regular Interest, until the Class L-B-9-L Principal Balance has been reduced to zero, (g) seventh, to the Class L-B-8-L Regular Interest, until the Class L-B-8-L Principal Balance has been reduced to zero, (h) eighth, to the Class L-B-7-L Regular Interest, until the Class L-B-7-L Principal Balance has been reduced to zero, (i) ninth, to the Class L-B-6-L Regular Interest, until the Class L-B-6-L Principal Balance has been reduced to zero, (j) tenth, to the Class L-B-5-L Regular Interest, until the Class L-B-5-L Principal Balance has been reduced to zero, (k) eleventh, to the Class L-B-4-L Regular Interest, until the Class L-B-4-L Principal Balance has been reduced to zero, (l) twelfth, to the Class L-B-3-L Regular Interest, until the Class L-B-3-L Principal Balance has been reduced to zero, (m) thirteenth, to the Class L-B-2-L Regular Interest, until the Class L-B-2-L Principal Balance has been reduced to zero, (n) fourteenth, to the Class L-B-1-L Regular Interest, until the Class L-B-1-L Principal Balance has been reduced to zero, and (o) fifteenth, (1) in the case of Realized Losses on Mortgage Loans in Loan Group 1, to the Class 1A-L Regular Interest and the Class CA Group 1, Class CX-1 Subgroup 1-A PO and Class CX-2-PPP Subgroup 1-B PO Components, pro rata, until their respective Class Principal Balances or Component Principal Balances, as applicable, have been reduced to zero; provided, however, that the aggregate of all Realized Losses allocable to principal that would otherwise be allocated to the Class 1A-L Regular Interest and the Class CA Group 1 Components pursuant to clause (i) of this paragraph shall instead be allocated as follows:

(A)       first, to the Class CA-1C Group 1 Component, until its Component Principal Balance has been reduced to zero;

(B)       second, to the Class CA-1C Group 2 Component, until its Component Principal Balance (after giving effect to Realized Losses allocable to principal and interest allocated to such Component pursuant to clauses (I)(i)(o)(2) and (I)(ii)(o)(2) of this paragraph) has been reduced to zero;

(C)       third, to the Class CA-1B Group 1 Component, until its Component Principal Balance has been reduced to zero;

(D)       fourth, to the Class CA-1B Group 2 Component, until its Component Principal Balance (after giving effect to Realized Losses allocable to principal and interest allocated to such Component pursuant to clauses (I)(i)(o)(2) and (I)(ii)(o)(2) of this paragraph) has been reduced to zero; and

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

and (2) in the case of Realized Losses on Mortgage Loans in Loan Group 2, to the Class 2A-L Regular Interest and the Class CA Group 2, Class CX-1 Subgroup 2-A PO and Class CX-2-PPP Subgroup 2-B PO Components, pro rata, until their respective Class Principal Balances or Component Principal Balances, as applicable, have been reduced to zero; provided, however, that the aggregate of all Realized Losses allocable to principal that would otherwise be allocated to the Class 2A-L Regular Interest and the Class CA Group 2 Components pursuant to clause (i) of this paragraph shall instead be allocated as follows:

(A)       first, to the Class CA-1C Group 2 Component, until its Component Principal Balance has been reduced to zero;

(B)       second, to the Class CA-1C Group 1 Component, until its Component Principal Balance (after giving effect to Realized Losses allocable to principal and interest allocated to such Component pursuant to clauses (I)(i)(o)(1) and (I)(ii)(o)(1) of this paragraph) has been reduced to zero;

(C)       third, to the Class CA-1B Group 2 Component, until its Component Principal Balance has been reduced to zero;

(D)       fourth, to the Class CA-1B Group 1 Component, until its Component Principal Balance (after giving effect to Realized Losses allocable to principal and interest allocated to such Component pursuant to clauses (I)(i)(o)(1) and (I)(ii)(o)(1) of this paragraph) has been reduced to zero; and

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

and (ii) for Realized Losses allocable to interest (a) first, to the Class L-B-14-L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the Class L-B-14-L Principal Balance, (b) second, to the Class L-B-13-L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the Class L-B-13-L Principal Balance, (c) third, to the Class L-B-12-L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the Class L-B-12-L Principal Balance, (d) fourth, to the Class L-B-11-L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the Class L-B-11-L Principal Balance, (e) fifth, to the Class L-B-10-L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the Class L-B-10-L Principal Balance, (f) sixth, to the Class L-B-9-L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the Class L-B-9-L Principal Balance, (g) seventh, to the Class L-B-8-L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the Class L-B-8-L Principal Balance, (h) eighth, to the Class L-B-7-L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the Class L-B-7-L Principal Balance, (i) ninth, to the Class L-B-6-L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the Class L-B-6-L Principal Balance, (j) tenth, to the Class L-B-5-L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the Class L-B-5-L Principal Balance, (k) eleventh, to the Class L-B-4-L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the Class L-B-4-L Principal Balance, (l) twelfth, to the Class L-B-3-L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the Class L-B-3-L Principal Balance, (m) thirteenth, to the Class L-B-2-L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the Class L-B-2-L Principal Balance, (n) fourteenth, to the Class L-B-1-L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the Class L-B-1-L Principal Balance, and (o) fifteenth, (1) in the case of Realized Losses on Mortgage Loans in Loan Group 1, to the Class 1A-L Regular Interest and the Class CA Group 1, Class CX-1 Subgroup 1-A IO and Class CX-2-PPP Subgroup 1-B IO Components, pro rata according to, and in reduction of, accrued but unpaid interest on those Classes and Components and then to the Class 1A-L Regular Interest and the Class CA Group 1, Class CX-1 Subgroup 1-A PO and Class CX-2-PPP Subgroup 1-B PO Components until their respective Class Principal Balances or Component Principal Balances, as applicable, have been reduced to zero; provided, however, that the aggregate of all Realized Losses allocable to interest that would otherwise be allocated to the Class 1A-L Regular Interest and the Class CA Group 1 Components pursuant to clause (ii) of this paragraph shall instead be allocated as follows:

(A)       first, to the Class CA-1C Group 1 Component, in reduction of accrued but unpaid interest thereon and then in reduction of its Component Principal Balance;

(B)       second, to the Class CA-1C Group 2 Component, in reduction of accrued but unpaid interest thereon and then in reduction of its Component Principal Balance (after giving effect to Realized Losses allocable to principal and interest allocated to such Component pursuant to clauses (I)(i)(o)(2) and (I)(ii)(o)(2) of this paragraph);

(C)       third, to the Class CA-1B Group 1 Component, in reduction of accrued but unpaid interest thereon and then in reduction of its Component Principal Balance;

(D)       fourth, to the Class CA-1B Group 2 Component, in reduction of accrued but unpaid interest thereon and then in reduction of its Component Principal Balance (after giving effect to Realized Losses allocable to principal and interest allocated to such Component pursuant to clauses (I)(i)(o)(2) and (I)(ii)(o)(2) of this paragraph); and

(E)       fifth, to the Class 1A-L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of its Class Principal Balance;

and (2) in the case of Realized Losses on Mortgage Loans in Loan Group 2, to the Class 2A-L Regular Interest and the Class CA Group 2, Class CX-1 Subgroup 2-A IO and Class CX-2-PPP Subgroup 2-B IO Components, pro rata according to, and in reduction of, accrued but unpaid interest on those Classes and Components and then to the Class 2A-L Regular Interest and the Class CA Group 2, Class CX-1 Subgroup 2-A PO and Class CX-2-PPP Subgroup 2-B PO Components until their respective Class Principal Balances or Component Principal Balances, as applicable, have been reduced to zero; provided, however, that the aggregate of all Realized Losses allocable to interest that would otherwise be allocated to the Class 2A-L Regular Interest and Class CA Group 2 Components pursuant to clause (ii) of this paragraph shall instead be allocated as follows:

(A)       first, to the Class CA-1C Group 2 Component, in reduction of accrued but unpaid interest thereon and then in reduction of its Component Principal Balance;

(B)       second, to the Class CA-1C Group 1 Component, in reduction of accrued but unpaid interest thereon and then in reduction of its Component Principal Balance (after giving effect to Realized Losses allocable to principal and interest allocated to such Component pursuant to clauses (I)(i)(o)(1) and (I)(ii)(o)(1) of this paragraph);

(C)       third, to the Class CA-1B Group 2 Component, in reduction of accrued but unpaid interest thereon and then in reduction of its Component Principal Balance;

(D)       fourth, to the Class CA-1B Group 1 Component, in reduction of accrued but unpaid interest thereon and then in reduction of its Component Principal Balance (after giving effect to Realized Losses allocable to principal and interest allocated to such Component pursuant to clauses (I)(i)(o)(1) and (I)(ii)(o)(1) of this paragraph); and

(E)       fifth, to the Class 2A-L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of its Class Principal Balance.

 

On each Distribution Date, after giving effect to the principal distributions and allocations of Realized 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 related REMIC IV Regular Interests and the Class R-1 Residual Interest (plus any Cumulative Carry-Forward Subsequent Recoveries Amount for Loan Group 1 or Loan Group 2 for such Distribution Date) exceeds the aggregate principal balance of the Group 1 and Group 2 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 such Mortgage Loan whether or not paid, and (ii) all amounts of principal in respect of each such Mortgage Loan that have been received or advanced and included in the REMIC IV Available Distribution Amount and all Realized Losses in respect of each such Mortgage Loan that have been allocated to the related REMIC IV Regular Interests on such Distribution Date or prior Distribution Dates, and after giving effect to all Negative Amortization Amounts in respect of each such 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 Realized Loss allocable to principal and will be allocated to the most junior Class of Group L-B-L Regular Interests, in reduction of the Class Principal Balance thereof.

(II) Realized Losses on Group 3, Group 4 and Group 5 Loans shall be allocated to the REMIC II Regular Interests as follows: The interest portion of such Realized Losses, if any, shall be allocated among the Classes of REMIC II Regular Interests related to each such Loan Group pro rata according to the amount of interest accrued but unpaid thereon, in reduction thereof (i.e. the “related” Loan Group for the Class II-Y-1 and Class II-Z-1 Regular Interests is Loan Group 3, the “related” Loan Group for the Class II-Y-2 and Class II-Z-2 Regular Interests is Loan Group 4 and the “related” Loan Group for the Class II-Y-3 and Class II-Z-3 Regular Interests is Loan Group 5). Any interest portion of such Realized Losses in excess of the amount allocated pursuant to the preceding sentence shall be treated as a principal portion of Realized Losses not attributable to any specific Mortgage Loan in such Loan Group and allocated pursuant to the succeeding sentences. The principal portion of Realized Losses with respect to Loan Group 3, Loan Group 4 and Loan Group 5 shall be allocated, first, to the Class Y Regular Interest related to the Loan Group to the extent of the applicable Class Y Principal Reduction Amount in reduction of the Class Principal Balance of such Regular Interest and, second, the remainder, if any, of such principal portion of such Realized Losses shall be allocated to the related Class Z Regular Interest in reduction of the Class Principal Balance thereof.

Realized Losses on the Group 3 Loans shall be allocated among the REMIC III Regular Interests as follows:  The interest portion of Realized Losses, if any, shall be allocated among the Class III-LTY3, Class III-LT9, Class III-LT10 and Class III-LT12 Regular Interests pro rata according to the amount of interest accrued but unpaid thereon, in reduction thereof.  Any interest portion of those 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 third succeeding sentence.  The principal portion of those Realized Losses, if any, shall be allocated (a) first, to the Class III-LTY3 Regular Interest to the same extent that such losses were allocated to the Class II-Y-1 Regular Interest, respectively, pursuant to the immediately preceding paragraph, (b) second, to the Class III-LT10, Class III-LT11 and Class III-LT12 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, (c) third, to the Class III-LT9 Regular Interest, in reduction of the Class Principal Balance thereof, and (d) fourth, to the Class III-LT10, Class III-LT11 and Class III-LT12 Regular Interests, pro rata according to the Class Principal Balance thereof remaining after the application of clause (b) above, in reduction thereof.

Realized Losses on the Group 4 Loans shall be allocated among the REMIC III Regular Interests as follows:  The interest portion of Realized Losses, if any, shall be allocated among the Class III-LTY4, Class III-LT14, Class III-LT15 and Class III-LT16 Regular Interests pro rata according to the amount of interest accrued but unpaid thereon, in reduction thereof.  Any interest portion of those 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 second succeeding sentence.  The principal portion of those Realized Losses, if any, shall be allocated (a) first, to the Class III-LTY4 Regular Interest to the same extent that such losses were allocated to the Class II-Y-2 Regular Interest, respectively, pursuant to the immediately preceding paragraph, (b) second, to the Class III-LT14, Class III-LT15 and Class III-LT16 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, (c) third, to the Class III-LT9 Regular Interest, in reduction of the Class Principal Balance thereof, and (d) fourth, to the Class III-LT14, Class III-LT15 and Class III-LT16 Regular Interests, pro rata according to the Class Principal Balance thereof remaining after the application of clause (b) above, in reduction thereof.

Realized Losses on the Group 5 Loans shall be allocated among the REMIC III Regular Interests as follows:  The interest portion of Realized Losses, if any, shall be allocated among the Class III-LTY5, Class III-LT18, Class III-LT19 and Class III-LT20 Regular Interests pro rata according to the amount of interest accrued but unpaid thereon, in reduction thereof.  Any interest portion of those 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 those Realized Losses, if any, shall be allocated (a) first, to the Class III-LTY5 Regular Interest to the same extent that such losses were allocated to the Class II-Y-3 Regular Interest, respectively, pursuant to the immediately preceding paragraph, (b) second, to the Class III-LT18, Class III-LT19 and Class III-LT20 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, (c) third, to the Class III-LT9 Regular Interest, in reduction of the Class Principal Balance thereof, and (d) fourth, to the Class III-LT14, Class III-LT15 and Class III-LT16 Regular Interests, pro rata according to the Class Principal Balance thereof remaining after the application of clause (b) above, in reduction thereof.

Realized Losses on Mortgage Loans in Loan Group 3, Loan Group 4 and Loan Group 5 shall be allocated among the REMIC IV Regular Interests (i) for Realized Losses allocable to principal (a) first, to the Class M-B-10-L Regular Interest, until the Class M-B-10-L Principal Balance has been reduced to zero, (b) second, to the Class M-B-9-L Regular Interest, until the Class M-B-9-L Principal Balance has been reduced to zero, (c) third, to the Class M-B-8-L Regular Interest, until the Class M-B-8-L Principal Balance has been reduced to zero, (d) fourth, to the Class M-B-7-L Regular Interest, until the Class M-B-7-L Principal Balance has been reduced to zero, (e) fifth, to the Class M-B-6-L Regular Interest, until the Class M-B-6-L Principal Balance has been reduced to zero, (f) sixth, to the Class M-B-5-L Regular Interest, until the Class M-B-5-L Principal Balance has been reduced to zero, (g) seventh, to the Class M-B-4-L Regular Interest, until the Class M-B-4-L Principal Balance has been reduced to zero, (h) eighth, to the Class M-B-3-L Regular Interest, until the Class M-B-3-L Principal Balance has been reduced to zero, (i) ninth, to the Class M-B-2-L Regular Interest, until the Class M-B-2-L Principal Balance has been reduced to zero, (j) tenth, to the Class M-B-1-L Regular Interest, until the Class M-B-1-L Principal Balance has been reduced to zero, and (k) eleventh, (1) in the case of Realized Losses on Mortgage Loans in Loan Group 3, to the Class 3A-L Regular Interest and the Class DA Group 3 and Class EX-PPP Loan Group 3 PO Components, pro rata, until their respective Class Principal Balances or Component Principal Balances, as applicable, have been reduced to zero; provided, however, that the aggregate of all Realized Losses allocable to principal that would otherwise be allocated to the Class 3A-L Regular Interest and the Class DA Group 3 Components pursuant to clause (i) of this paragraph shall instead be allocated as follows:

(A)       first, to the Class DA-1C Group 3 Component, until its Component Principal Balance has been reduced to zero;

(B)       second, to the Class DA-1C Group 4 and Group 5 Components, pro rata, until their Component Principal Balances (after giving effect to Realized Losses allocable to principal and interest allocated to such Components pursuant to clauses (II)(i)(k)(2)(A), (II)(i)(k)(3)(A), (II)(ii)(k)(2)(A) and (II)(ii)(k)(3)(A) of this paragraph and pro rata with any Realized Losses allocable to principal and interest allocated to such Components pursuant to clauses (II)(i)(k)(2)(B), (II)(i)(k)(3)(B), (II)(ii)(k)(2)(B) and (II)(ii)(k)(3)(B) of this paragraph) has been reduced to zero;

(C)       third, to the Class DA-1B Group 3 Component, until its Component Principal Balance has been reduced to zero;

(D)       fourth, to the Class DA-1B Group 4 and Group 5 Components, pro rata, until their Component Principal Balances (after giving effect to Realized Losses allocable to principal and interest allocated to such Components pursuant to clauses (II)(i)(k)(2)(C), (II)(i)(k)(3)(C), (II)(ii)(k)(2)(C) and (II)(ii)(k)(3)(C) of this paragraph and pro rata with any Realized Losses allocable to principal and interest allocated to such Components pursuant to clauses (II)(i)(k)(2)(D), (II)(i)(k)(3)(D), (II)(ii)(k)(2)(D) and (II)(ii)(k)(3)(D) of this paragraph) has been reduced to zero; and

(E)       fifth, to the Class 3A-L Regular Interest, until its Class Principal Balance has been reduced to zero;

(2) in the case of Realized Losses on Mortgage Loans in Loan Group 4, to the Class 4A-1-L, Class 4A-2-L and Class 4A-B-L Regular Interests and the Class DA Group 4 and Class EX-PPP Loan Group 4 PO Components, pro rata, until their respective Class Principal Balances or Component Principal Balances, as applicable, have been reduced to zero; provided, however, that the aggregate of all Realized Losses allocable to principal that would otherwise be allocated to the Class 4A-1-L, Class 4A-2-L and Class 4A-B-L Regular Interests and the Class DA Group 4 Components pursuant to clause (i) of this paragraph shall instead be allocated as follows:

(A)       first, to the Class DA-1C Group 4 Component, until its Component Principal Balance has been reduced to zero;

(B)       second, to the Class DA-1C Group 3 and Group 5 Components, pro rata, until their Component Principal Balances (after giving effect to Realized Losses allocable to principal and interest allocated to such Components pursuant to clauses (II)(i)(k)(1)(A), (II)(i)(k)(3)(A), (II)(ii)(k)(1)(A) and (II)(ii)(k)(3)(A) of this paragraph and pro rata with any Realized Losses allocable to principal and interest allocated to such Components pursuant to clauses (II)(i)(k)(1)(B), (II)(i)(k)(3)(B), (II)(ii)(k)(1)(B) and (II)(ii)(k)(3)(B) of this paragraph) has been reduced to zero;

(C)       third, to the Class DA-1B Group 4 Component, until its Component Principal Balance has been reduced to zero;

(D)       fourth, to the Class DA-1B Group 3 and Group 5 Components, pro rata, until their Component Principal Balances (after giving effect to Realized Losses allocable to principal and interest allocated to such Components pursuant to clauses (II)(i)(k)(1)(C), (II)(i)(k)(3)(C), (II)(ii)(k)(1)(C) and (II)(ii)(k)(3)(C) of this paragraph and pro rata with any Realized Losses allocable to principal and interest allocated to such Components pursuant to clauses (II)(i)(k)(1)(D), (II)(i)(k)(3)(D), (II)(ii)(k)(1)(D) and (II)(ii)(k)(3)(D) of this paragraph) has been reduced to zero;

(E)       fifth, to the Class 4A-1B-L Regular Interest, until its Class Principal Balance has been reduced to zero; and

(F)       sixth, to the Class 4A-1-L and Class 4A-2-L Regular Interests, pro rata, until their Class Principal Balances have been reduced to zero;

and (3) in the case of Realized Losses on Mortgage Loans in Loan Group 5, to the Class 5A-L and Class 5X-PPP-L Regular Interests and the Class DA Group 5 Components, pro rata, until their respective Class Principal Balances or Component Principal Balances, as applicable, have been reduced to zero; provided, however, that the aggregate of all Realized Losses allocable to principal that would otherwise be allocated to the Class 5A-L Regular Interest and the Class DA Group 5 Components pursuant to clause (i) of this paragraph shall instead be allocated as follows:

(A)       first, to the Class DA-1C Group 5 Component, until its Component Principal Balance has been reduced to zero;

(B)       second, to the Class DA-1C Group 3 and Group 4 Components, pro rata, until their Component Principal Balances (after giving effect to Realized Losses allocable to principal and interest allocated to such Components pursuant to clauses (II)(i)(k)(1)(A), (II)(i)(k)(2)(A), (II)(ii)(k)(1)(A) and (II)(ii)(k)(2)(A) of this paragraph and pro rata with any Realized Losses allocable to principal and interest allocated to such Components pursuant to clauses (II)(i)(k)(1)(B), (II)(i)(k)(2)(B), (II)(ii)(k)(1)(B) and (II)(ii)(k)(2)(B) of this paragraph) has been reduced to zero;

(C)       third, to the Class DA-1B Group 5 Component, until its Component Principal Balance has been reduced to zero;

(D)       fourth, to the Class DA-1B Group 3 and Group 4 Components, pro rata, until their Component Principal Balances (after giving effect to Realized Losses allocable to principal and interest allocated to such Components pursuant to clauses (II)(i)(k)(1)(C), (II)(i)(k)(2)(C), (II)(ii)(k)(1)(C) and (II)(ii)(k)(2)(C) of this paragraph and pro rata with any Realized Losses allocable to principal and interest allocated to such Components pursuant to clauses (II)(i)(k)(1)(D), (II)(i)(k)(2)(D), (II)(ii)(k)(1)(D) and (II)(ii)(k)(2)(D) of this paragraph) has been reduced to zero; and

(E)       fifth, to the Class 5A-L Regular Interest, until its Class Principal Balance has been reduced to zero;

and (ii) for Realized Losses allocable to interest (a) first, to the Class M-B-10-L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the Class M-B-10-L Principal Balance, (b) second, to the Class M-B-9-L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the Class M-B-9-L Principal Balance, (c) third, to the Class M-B-8-L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the Class M-B-8-L Principal Balance, (d) fourth, to the Class M-B-7-L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the Class M-B-7-L Principal Balance, (e) fifth, to the Class M-B-6-L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the Class M-B-6-L Principal Balance, (f) sixth, to the Class M-B-5-L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the Class M-B-5-L Principal Balance, (g) seventh, to the Class M-B-4-L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the Class M-B-4-L Principal Balance, (h) eighth, to the Class M-B-3-L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the Class M-B-3-L Principal Balance, (i) ninth, to the Class M-B-2-L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the Class M-B-2-L Principal Balance, (j) tenth, to the Class M-B-1-L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the Class M-B-1-L Principal Balance, and (k) eleventh, (1) in the case of Realized Losses on Mortgage Loans in Loan Group 3, to the Class 3A-L Regular Interest and the Class DA Group 3 and Class EX-PPP Loan Group 3 IO Components, pro rata according to, and in reduction of, accrued but unpaid interest on those Classes and Components and then to the Class 3A-L Regular Interest and the Class DA Group 3 and Class EX-PPP Loan Group 3 PO Components until their respective Class Principal Balances or Component Principal Balances, as applicable, have been reduced to zero; provided, however, that the aggregate of all Realized Losses allocable to interest that would otherwise be allocated to the Class 3A-L Regular Interest and the Class DA Group 3 Components pursuant to clause (ii) of this paragraph shall instead be allocated as follows:

(A)       first, to the Class DA-1C Group 3 Component, in reduction of accrued but unpaid interest thereon and then in reduction of its Component Principal Balance;

(B)       second, to the Class DA-1C Group 4 and DA-1C Group 5 Components, pro rata, in reduction of accrued but unpaid interest thereon and then in reduction of their Component Principal Balances (after giving effect to Realized Losses allocable to principal and interest allocated to such Component pursuant to clauses (II)(i)(k)(2)(A), (II)(i)(k)(3)(A), (II)(ii)(k)(2)(A) and (II)(ii)(k)(3)(A) of this paragraph and pro rata with any Realized Losses allocable to principal and interest allocated to such Components pursuant to clauses (II)(i)(k)(2)(B), (II)(i)(k)(3)(B), (II)(ii)(k)(2)(B) and (II)(ii)(k)(3)(B) of this paragraph);

(C)       third, to the Class DA-1B Group 3 Component, in reduction of accrued but unpaid interest thereon and then in reduction of its Component Principal Balance;

(D)       fourth, to the Class DA-1B Group 4 and DA-1C Group 5 Components, pro rata, in reduction of accrued but unpaid interest thereon and then in reduction of their Component Principal Balances (after giving effect to Realized Losses allocable to principal and interest allocated to such Component pursuant to clauses (II)(i)(k)(2)(C), (II)(i)(k)(3)(C), (II)(ii)(k)(2)(C) and (II)(ii)(k)(3)(C) of this paragraph and pro rata with any Realized Losses allocable to principal and interest allocated to such Components pursuant to clauses (II)(i)(k)(2)(D), (II)(i)(k)(3)(D), (II)(ii)(k)(2)(D) and (II)(ii)(k)(3)(D) of this paragraph); and

(E)       fifth, to the Class 3A-L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of its Class Principal Balance;

(2) in the case of Realized Losses on Mortgage Loans in Loan Group 4, to the Class 4A-1-L, Class 4A-2-L and Class 4A-B-L Regular Interests and the Class DA Group 4 and Class EX-PPP Loan Group 4 IO Components, pro rata according to, and in reduction of, accrued but unpaid interest on those Classes and Components and then to the Class 4A-1-L, Class 4A-2-L and Class 4A-B-L Regular Interests and the Class DA Group 4 and Class EX-PPP Loan Group 4 PO Components until their respective Class Principal Balances or Component Principal Balances, as applicable, have been reduced to zero; provided, however, that the aggregate of all Realized Losses allocable to interest that would otherwise be allocated to the Class 4A-1-L, Class 4A-2-L and Class 4A-B-L Regular Interests and the Class DA Group 4 Components pursuant to clause (ii) of this paragraph shall instead be allocated as follows:

(A)       first, to the Class DA-1C Group 4 Component, in reduction of accrued but unpaid interest thereon and then in reduction of its Component Principal Balance;

(B)       second, to the Class DA-1C Group 3 and DA-1C Group 5 Components, pro rata, in reduction of accrued but unpaid interest thereon and then in reduction of their Component Principal Balances (after giving effect to Realized Losses allocable to principal and interest allocated to such Component pursuant to clauses (II)(i)(k)(1)(A), (II)(i)(k)(3)(A), (II)(ii)(k)(1)(A) and (II)(ii)(k)(3)(A) of this paragraph and pro rata with any Realized Losses allocable to principal and interest allocated to such Components pursuant to clauses (II)(i)(k)(1)(B), (II)(i)(k)(3)(B), (II)(ii)(k)(1)(B) and (II)(ii)(k)(3)(B) of this paragraph);

(C)       third, to the Class DA-1B Group 4 Component, in reduction of accrued but unpaid interest thereon and then in reduction of its Component Principal Balance;

(D)       fourth, to the Class DA-1B Group 3 and DA-1C Group 5 Components, pro rata, in reduction of accrued but unpaid interest thereon and then in reduction of their Component Principal Balances (after giving effect to Realized Losses allocable to principal and interest allocated to such Component pursuant to clauses (II)(i)(k)(1)(C), (II)(i)(k)(3)(C), (II)(ii)(k)(1)(C) and (II)(ii)(k)(3)(C) of this paragraph and pro rata with any Realized Losses allocable to principal and interest allocated to such Components pursuant to clauses (II)(i)(k)(1)(D), (II)(i)(k)(3)(D), (II)(ii)(k)(1)(D) and (II)(ii)(k)(3)(D) of this paragraph);

(E)       fifth, to the Class 4A-B-L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of its Class Principal Balance; and

(F)       sixth, to the Class 4A-1-L and Class 4A-2-L Regular Interests, pro rata, in reduction of accrued but unpaid interest thereon and then in reduction of their Class Principal Balances;

and (3) in the case of Realized Losses on Mortgage Loans in Loan Group 5, to the Class 5A-L and Class 5X-PPP-L Regular Interest and the Class DA Group 5 Components, pro rata according to, and in reduction of, accrued but unpaid interest on those Classes and Components and then to the Class 5A-L and Class 5X-PPP-L Regular Interests and the Class DA Group 5 Components until their respective Class Principal Balances or Component Principal Balances, as applicable, have been reduced to zero; provided, however, that the aggregate of all Realized Losses allocable to interest that would otherwise be allocated to the Class 5A-L Regular Interest and the Class DA Group 5 Components pursuant to clause (ii) of this paragraph shall instead be allocated as follows:

(A)       first, to the Class DA-1C Group 5 Component, in reduction of accrued but unpaid interest thereon and then in reduction of its Component Principal Balance;

(B)       second, to the Class DA-1C Group 3 and DA-1C Group 4 Components, pro rata, in reduction of accrued but unpaid interest thereon and then in reduction of their Component Principal Balances (after giving effect to Realized Losses allocable to principal and interest allocated to such Component pursuant to clauses (II)(i)(k)(1)(A), (II)(i)(k)(2)(A), (II)(ii)(k)(1)(A) and (II)(ii)(k)(2)(A) of this paragraph and pro rata with any Realized Losses allocable to principal and interest allocated to such Components pursuant to clauses (II)(i)(k)(1)(B), (II)(i)(k)(2)(B), (II)(ii)(k)(1)(B) and (II)(ii)(k)(2)(B) of this paragraph);

(C)       third, to the Class DA-1B Group 5 Component, in reduction of accrued but unpaid interest thereon and then in reduction of its Component Principal Balance;

(D)       fourth, to the Class DA-1B Group 3 and DA-1C Group 4 Components, pro rata, in reduction of accrued but unpaid interest thereon and then in reduction of their Component Principal Balances (after giving effect to Realized Losses allocable to principal and interest allocated to such Component pursuant to clauses (II)(i)(k)(1)(C), (II)(i)(k)(2)(C), (II)(ii)(k)(1)(C) and (II)(ii)(k)(2)(C) of this paragraph and pro rata with any Realized Losses allocable to principal and interest allocated to such Components pursuant to clauses (II)(i)(k)(1)(D), (II)(i)(k)(2)(D), (II)(ii)(k)(1)(D) and (II)(ii)(k)(2)(D) of this paragraph); and

(E)       fifth, to the Class 5A-L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of its Class Principal Balance;

On each Distribution Date, after giving effect to the principal distributions and allocations of Realized 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 related REMIC IV Regular Interests and the Class R-2 Residual Interest (plus any Cumulative Carry-Forward Subsequent Recoveries Amount for Loan Group 3, Loan Group 4 or Loan Group 5 for such Distribution Date) exceeds the aggregate principal balance of the Group 3, Group 4 and Group 5 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 such Mortgage Loan whether or not paid, and (ii) all amounts of principal in respect of each such Mortgage Loan that have been received or advanced and included in the REMIC IV Available Distribution Amount and all Realized Losses in respect of each such Mortgage Loan that have been allocated to the related REMIC IV Regular Interests on such Distribution Date or prior Distribution Dates, and after giving effect to all Negative Amortization Amounts in respect of each such 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 Realized Loss allocable to principal and will be allocated to the most junior Class of Group M-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.

Recording Documents: With respect to each Mortgage Loan, the original recorded Mortgage relating to such Mortgage Loan and any intervening assignment thereof required to be included in the Mortgage File 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).

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

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

Regulation AB: Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time.

Relief Act Shortfall: For any Distribution Date and any Loan Group, for any Mortgage Loan in such Loan Group with respect to which the Servicemembers Civil Relief Act, as amended, 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, and the 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.

REMIC I Assets: The Mortgage Pool Assets related to Loan Group 1 and Loan Group 2, other than the Assigned Prepayment Premiums for Loan Group 1 and Loan Group 2.

REMIC I Available Distribution Amount:  For each of Loan Group 1 and Loan Group 2 and any Distribution Date, the sum of the following amounts with respect to the Mortgage Loans in such Loan Group:

(1)        the total amount of all cash received by or on behalf of the Servicer (x) with respect to the WMB Loans by the Determination Date for such Distribution Date and not previously distributed and (y) with respect to the Countrywide Loans by the Remittance Date (as defined in the Countrywide Agreement) in the month of such Distribution Date and not previously distributed, including Liquidation Proceeds, Insurance Proceeds and scheduled amounts of distributions from Buydown Funds respecting Buydown Loans, if any (and including, with respect to the Countrywide Loans, without limitation, any Monthly Advances (as defined in the Countrywide Agreement) and any Countrywide Compensating Interest), 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)        (i) all Payoffs on WMB Loans 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 WMB Loans for the period subsequent to the Prior Period), and interest which was accrued and received on Payoffs on WMB Loans 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, and (ii) all Payoffs on Countrywide Loans received after the Prior Period (together with any interest payment received with those Payoffs);

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

(e)        all amounts payable to the Servicer or Countrywide in reimbursement for advances made pursuant to this Agreement or the Countrywide Agreement, as applicable;

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

(g)        all prepayment penalties, late charges, nonsufficient funds fees and other fees and charges collected with respect to such Mortgage Loans; and

(h)        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 with respect to such Distribution Date relating to such Mortgage Loans; and

(b)        WMB Compensating Interest for such Distribution Date; and

(3)        Repurchase Proceeds received during the Prior Period.

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:

(a)        To the extent of the REMIC I Available Distribution Amount for Loan Group 1 (reduced by the amount of any Subsequent Recoveries for such Distribution Date for such Loan Group):

            (i)         first, to the Class I-Y-1 and Class I-Z-1 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 I-Y-1 and Class I-Z-1 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; and

            (iv)       fourth, to the Class I-Y-1 and Class I-Z-1 Regular Interests, the Class I-Y-1 Principal Distribution Amount and the Class I-Z-1 Principal Distribution Amount, respectively.

(b)        To the extent of the REMIC I Available Distribution Amount for Loan Group 2 (reduced by the amount of any Subsequent Recoveries for such Distribution Date for such Loan Group):

(i)         first, to the Class I-Y-2 and Class I-Z-2 Regular Interests, concurrently, the sum of the Interest Distribution Amounts for the such Classes remaining unpaid from previous Distribution Dates, pro rata according to their respective shares of such unpaid amounts;

(ii)        second, to the Class I-Y-2 and Class I-Z-2 Regular Interests, 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 or portions thereof; and

(iii)       third, to the Class I-Y-2 and Class I-Z-2 Regular Interests, the Class I-Y-2 Principal Distribution Amount and the Class I-Z-2 Principal Distribution Amount, respectively.

(c)        To the extent of the REMIC I Available Distribution Amounts for Loan Group 1 and Loan Group 2 for such Distribution Date remaining after payment of the amounts pursuant to paragraphs (a) and (b) of this definition of “REMIC I Distribution Amount”:

(i)         first, to each Class of the REMIC I Regular Interests, up to the amount of unreimbursed Realized Losses allocable to principal previously allocated to each such Class, pro rata according to such amount; provided, however, that any amounts distributed pursuant to this paragraph (c)(i) 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

(ii)        second, to the Class R-1 Residual Interest, the Residual Distribution Amount for the Class R-1 Residual Interest 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.

REMIC II: The segregated pool of assets of the Trust consisting of the REMIC II Assets.

REMIC II Assets: The Mortgage Pool Assets related to Loan Group 3, Loan Group 4 and Loan Group 5, other than the Assigned Prepayment Premiums for Loan Group 3, Loan Group 4 and Loan Group 5.

REMIC II Available Distribution Amount:  For each of Loan Group 3, Loan Group 4 and Loan Group 5 and any Distribution Date, the sum of the following amounts with respect to the Mortgage Loans in such Loan Group:

(1)        the total amount of all cash received by or on behalf of the Servicer (x) with respect to the WMB Loans by the Determination Date for such Distribution Date and not previously distributed and (y) with respect to the Countrywide Loans by the Remittance Date (as defined in the Countrywide Agreement) in the month of such Distribution Date and not previously distributed, including Liquidation Proceeds, Insurance Proceeds and scheduled amounts of distributions from Buydown Funds respecting Buydown Loans, if any (and including, with respect to the Countrywide Loans, without limitation, any Monthly Advances (as defined in the Countrywide Agreement) and any Countrywide Compensating Interest), 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)        (i) all Payoffs on WMB Loans 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 WMB Loans for the period subsequent to the Prior Period), and interest which was accrued and received on Payoffs on WMB Loans 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 II Available Distribution Amount for any Distribution Date, and (ii) all Payoffs on Countrywide Loans received after the Prior Period (together with any interest payment received with those Payoffs);

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

(e)        all amounts payable to the Servicer or Countrywide in reimbursement for advances made pursuant to this Agreement or the Countrywide Agreement, as applicable;

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

(g)        all prepayment penalties, late charges, nonsufficient funds fees and other fees and charges collected with respect to such Mortgage Loans; and

(h)        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 with respect to such Distribution Date relating to such Mortgage Loans; and

(b)        WMB Compensating Interest for such Distribution Date; and

(3)        Repurchase Proceeds received during the Prior Period.

REMIC II Distribution Amount:  For any Distribution 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:

(a)        To the extent of the REMIC II Available Distribution Amount for Loan Group 3 (reduced by the amount of any Subsequent Recoveries for such Distribution Date for such Loan Group):

            (i)         first, to the Class II-Y-1 and Class II-Z-1 Regular Interests and the Class R‑2 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 II-Y-1 and Class II-Z-1 Regular Interests and the Class R‑2 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-2 Residual Interest, until the Class Principal Balance thereof has been reduced to zero; and

            (iv)       fourth, to the Class II-Y-1 and Class II-Z-1 Regular Interests, the Class II-Y-1 Principal Distribution Amount and the Class II-Z-1 Principal Distribution Amount, respectively.

(b)        To the extent of the REMIC II Available Distribution Amount for Loan Group 4 (reduced by the amount of any Subsequent Recoveries for such Distribution Date for such Loan Group):

(i)         first, to the Class FX-M, Class II-Y-2 and Class II-Z-2 Regular Interests, concurrently, the sum of the Interest Distribution Amounts for the such Classes remaining unpaid from previous Distribution Dates, pro rata according to their respective shares of such unpaid amounts (provided, however, for this clause (b)(i) the Class FX Interest Distribution Amount shall equal the Class FX Subgroup 4-A Accrued Interest" for such Distribution Date);

(ii)        second, to the Class FX-M, Class II-Y-2 and Class II-Z-2 Regular Interests, 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 or portions thereof (provided, however, for this clause (b)(ii) the Class FX Interest Distribution Amount shall equal the Class FX Subgroup 4-A Accrued Interest" for such Distribution Date); and

(iii)       third, to the Class II-Y-2 and Class II-Z-2 Regular Interests, the Class II-Y-2 Principal Distribution Amount and the Class II-Z-2 Principal Distribution Amount, respectively.

(c)        To the extent of the REMIC II Available Distribution Amount for Loan Group 5 (reduced by the amount of any Subsequent Recoveries for such Distribution Date for such Loan Group):

(i)         first, to the Class FX-M, Class II-Y-3 and Class II-Z-3 Regular Interests, concurrently, the sum of the Interest Distribution Amounts for the such Classes remaining unpaid from previous Distribution Dates, pro rata according to their respective shares of such unpaid amounts (provided, however, for this clause (c)(i) the Class FX Interest Distribution Amount shall equal the Class FX Subgroup 5-A Accrued Interest" for such Distribution Date);

(ii)        second, to the Class FX-M, Class II-Y-3 and Class II-Z-3 Regular Interests, 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 or portions thereof (provided, however, for this clause (c)(ii) the Class FX Interest Distribution Amount shall equal the Class FX Subgroup 5-A Accrued Interest" for such Distribution Date); and

(iii)       third, to the Class II-Y-3 and Class II-Z-3 Regular Interests, the Class II-Y-3 Principal Distribution Amount and the Class II-Z-3 Principal Distribution Amount, respectively.

(d)        To the extent of the REMIC II Available Distribution Amounts for Loan Group 3, Loan Group 4 and Loan Group 5 for such Distribution Date remaining after payment of the amounts pursuant to paragraphs (a), (b) and (c) of this definition of “REMIC II Distribution Amount”:

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

(ii)        second, 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.

REMIC III: The segregated pool of assets of the Trust consisting of the REMIC III Assets.

REMIC III Assets: The REMIC I and REMIC II Regular Interests.

REMIC III Available Distribution Amount:  For any Distribution Date, the aggregate of all distributions to the REMIC I and REMIC II Regular Interests.

REMIC III Distribution Amount:  (I) For any Distribution Date and with respect to Loan Group 1 and Loan Group 2, the REMIC III Available Distribution Amount for such Distribution Date shall be distributed to the REMIC III Regular Interests and the Class R-3 Residual Interest in the following amounts and priority, to the extent of the REMIC III Available Distribution Amount for such Distribution Date:

(i)         first, to the Class III-LTY1, Class III-LTY2, Class III-LT1, Class III-LT2, Class III-LT4, Class III-LT6 and Class III-LT8 Regular Interests, 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 III-LTY1, Class III-LTY2, Class III-LT1, Class III-LT2, Class III-LT4, Class III-LT6 and Class III-LT8 Regular Interests, 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 III-LTY1, Class III-LTY2, Class III-LT1, Class III-LT2, Class III-LT3, Class III-LT4, Class III-LT6, Class III-LT7 and Class III-LT8 Regular Interests, as principal, the REMIC III Principal Distribution Amount, sequentially as follows:

(a)        first, to the Class III-LTY1, Class III-LTY2, Class III-LT2, Class III-LT3, Class III-LT4, Class III-LT6, Class III-LT7 and Class III-LT8 Regular Interests, the Class III-LTY1 Principal Distribution Amount, the Class III-LTY2 Principal Distribution Amount, the Class III-LT2 Principal Distribution Amount, the Class III-LT3 Principal Distribution Amount, the Class III-LT4 Principal Distribution Amount, the Class III-LT6 Principal Distribution Amount, the Class III-LT7 Principal Distribution Amount and the Class III-LT8 Principal Distribution Amount, respectively;

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

(c)        third, to the Class III-LT2, Class III-LT3, Class III-LT4, Class III-LT6, Class III-LT7 and Class III-LT8 Regular Interests, pro rata according to Class Principal Balance (as reduced by the distributions made pursuant to clause (I)(a) above), until their respective Class Principal Balances have been reduced to zero;

(iv)       fourth, to the REMIC III Regular Interests, pro rata, the remaining portion, if any, of the REMIC III Available Distribution Amount, up to the amount of unreimbursed Realized Losses previously allocated or to be allocated on such Distribution Date to such Class, if any; provided, however, that any amounts distributed pursuant to this paragraph (I)(iv) of this definition of “REMIC III Distribution Amount” shall not cause a reduction in the Class Principal Balances of any of the REMIC III Regular Interests; and

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

(II) For any Distribution Date and with respect to Loan Group 3, Loan Group 4 and Loan Group 5, the REMIC III Available Distribution Amount for such Distribution Date shall be distributed to the REMIC III Regular Interests and the Class R-3 Residual Interest in the following amounts and priority, to the extent of the REMIC III Available Distribution Amount for such Distribution Date:

(i)         first, to the Class FX-L, Class III-LTY3, Class III-LTY4, Class III-LTY5, Class III-LT9, Class III-LT10, Class III-LT12, Class III-LT14, Class III-LT-16, Class III-LT18 and Class III-LT20 Regular Interests, 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 FX-L, Class III-LTY3, Class III-LTY4, Class III-LTY5, Class III-LT9, Class III-LT10, Class III-LT12, Class III-LT14, Class III-LT-16, Class III-LT18 and Class III-LT20 Regular Interests, 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 III-LTY3, Class III-LTY4, Class III-LTY5, Class III-LT9, Class III-LT10, Class III-LT11, Class III-LT12, Class III-LT14, Class III-LT15, Class III-LT-16, Class III-LT18, Class III-LT19 and Class III-LT20 Regular Interests, as principal, the REMIC III Principal Distribution Amount, sequentially as follows:

(a)        first, to the Class III-LTY3, Class III-LTY4, Class III-LTY5, Class III-LT9, Class III-LT10, Class III-LT11, Class III-LT12, Class III-LT14, Class III-LT15, Class III-LT-16, Class III-LT18, Class III-LT19 and Class III-LT20 Regular Interests, the Class III-LTY3 Principal Distribution Amount, Class III-LTY4 Principal Distribution Amount, Class III-LTY5 Principal Distribution Amount, Class III-LT9 Principal Distribution Amount, Class III-LT10 Principal Distribution Amount, Class III-LT11 Principal Distribution Amount, Class III-LT12 Principal Distribution Amount, Class III-LT14 Principal Distribution Amount, Class III-LT15 Principal Distribution Amount, Class III-LT-16 Principal Distribution Amount, Class III-LT18 Principal Distribution Amount, Class III-LT19 Principal Distribution Amount and Class III-LT20 Principal Distribution Amount, respectively;

(b)        second, to the Class III-LT9 Regular Interest, until its Class Principal Balance has been reduced to zero; and

(c)        third, to the Class III-LT10, Class III-LT11, Class III-LT12, Class III-LT14, Class III-LT15, Class III-LT-16, Class III-LT18, Class III-LT19 and Class III-LT20 Regular Interests, pro rata according to Class Principal Balance (as reduced by the distributions made pursuant to clause (II)(a) above), until their respective Class Principal Balances have been reduced to zero;

(iv)       fourth, to the REMIC III Regular Interests, pro rata, the remaining portion, if any, of the REMIC III Available Distribution Amount, up to the amount of unreimbursed Realized Losses previously allocated or to be allocated on such Distribution Date to such Class, if any; provided, however, that any amounts distributed pursuant to this paragraph (II)(iv) of this definition of “REMIC III Distribution Amount” shall not cause a reduction in the Class Principal Balances of any of the REMIC III Regular Interests; and

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

REMIC III Principal Distribution Amount:  For any Distribution Date, an amount equal to the sum of (a) the Principal Payment Amount for Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4 and Loan Group 5 for such Distribution Date, (b) the Principal Prepayment Amount for Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4 and Loan Group 5 for such Distribution Date and (c) the aggregate of Liquidation Principal for all Group 1, Group 2, Group 3, Group 4 and Group 5 Loans which became Liquidated Mortgage Loans during the Prior Period.

REMIC III Regular Interests:  The Classes of undivided beneficial interests in REMIC III designated as “regular interests” in the table titled “REMIC III Interests” in the Preliminary Statement hereto.

REMIC IV:  The segregated pool of assets of the Trust consisting of the REMIC IV Assets.

REMIC IV Assets:  The REMIC III Regular Interests.

REMIC IV Available Distribution Amount:  For Loan Group 1, on any Distribution Date, the aggregate of all distributions to the Class I-Y-1 and Class I-Z-1 Regular Interests.  For Loan Group 2, on any Distribution Date, the aggregate of all distributions to the Class I-Y-2 and Class I-Z-2 Regular Interests. For Loan Group 3, on any Distribution Date, the aggregate of all distributions to the Class II-Y-1 and Class II-Z-1 Regular Interests. For Loan Group 4, on any Distribution Date, the aggregate of all distributions to the Class II-Y-2 and Class II-Z-2 Regular Interests. For Loan Group 5, on any Distribution Date, the aggregate of all distributions to the Class II-Y-3 and Class II-Z-3 Regular Interests.

REMIC IV Distribution Amount:  (I) For any Distribution Date prior to the related Credit Support Depletion Date, the REMIC IV Available Distribution Amount for each of Loan Group 1 and 2 for such Distribution Date shall be distributed to the REMIC IV Regular Interests and the Class R-4 Residual Interest in the following amounts and priority, to the extent of the REMIC IV Available Distribution Amount for the applicable Loan Group for such Distribution Date:

(A)       With respect to the Class 1A-L, Class CA-1B-L, Class CA-1C-L, Class CX-1-L and Class CX-2-PPP-L Regular Interests, on any Distribution Date prior to the related Credit Support Depletion Date, to the extent of the REMIC IV Available Distribution Amount for Loan Group 1 for such Distribution Date:

(i)         first, to the Class 1A-L Regular Interest and the Class CA Group 1, Class CX-1 Subgroup 1-A IO and Class CX-2-PPP Subgroup 1-B IO Components, concurrently, the sum of the Interest Distribution Amounts for such Classes or Components remaining unpaid from previous Distribution Dates, pro rata according to their respective shares of such unpaid amounts;

(ii)        second, to the Class 1A-L Regular Interest and the Class CA Group 1, Class CX-1 Subgroup 1-A IO and Class CX-2-PPP Subgroup 1-B IO Components, concurrently, the sum of the Interest Distribution Amounts for such Classes or Components for the current Distribution Date, pro rata according to their respective Interest Distribution Amounts; and

(iii)       third, to the Class 1A-L Regular Interest and the Class CA Group 1, Class CX-1 Subgroup 1-A PO and Class CX-2-PPP Subgroup 1-B PO Components, as principal, the Group 1 Senior Principal Distribution Amount (reduced by $100 for the first Distribution Date), sequentially, as follows:

(a)        first, to the Class CX-1 Subgroup 1-A PO and Class CX-2-PPP Subgroup 1-B PO Components, pro rata according to Component Principal Balance, until their Component Principal Balances have each been reduced to zero; and

(b)        second, to the Class 1A-L Regular Interest and the Class CA Group 1 Components, pro rata according to Class Principal Balance or Component Principal Balance, as applicable, until their Class Principal or Component Principal Balances have each been reduced to zero;

(B)       With respect to the Class 2A-L, Class CA-1B-L, Class CA-1C-L, Class CX-1-L and Class CX-2-PPP-L Regular Interests, on any Distribution Date prior to the related Credit Support Depletion Date, to the extent of the REMIC IV Available Distribution Amount for Loan Group 2 for such Distribution Date:

(i)         first, to the Class 2A-L Regular Interest and the Class CA Group 2, Class CX-1 Subgroup 2-A IO and Class CX-2-PPP Subgroup 2-B IO Components, concurrently, the sum of the Interest Distribution Amounts for such Classes or Components remaining unpaid from previous Distribution Dates, pro rata according to their respective shares of such unpaid amounts;

(ii)        second, to the Class 2A-L Regular Interest and the Class CA Group 2, Class CX-1 Subgroup 2-A IO and Class CX-2-PPP Subgroup 2-B IO Components, concurrently, the sum of the Interest Distribution Amounts for such Classes or Components for the current Distribution Date, pro rata according to their respective Interest Distribution Amounts; and

(iii)       third, to the Class 2A-L Regular Interest and the Class CA Group 2, Class CX-1 Subgroup 2-A PO and Class CX-2-PPP Subgroup 2-B PO Components, as principal, the Group 2 Senior Principal Distribution Amount, sequentially, as follows:

(a)        first, to the Class CX-1 Subgroup 2-A PO and Class CX-2-PPP Subgroup 2-B PO Components, pro rata according to Component Principal Balance, until their Component Principal Balances have each been reduced to zero; and

(b)        second, to the Class 2A-L Regular Interest and the Class CA Group 2 Components, pro rata according to Class Principal Balance or Component Principal Balance, as applicable, until their Class Principal or Component Principal Balances have each been reduced  to zero; and

(C)       With respect to the Group L-B-L Regular Interests and the Class R-4 Residual Interest, on any Distribution Date prior to the related Credit Support Depletion Date, to the extent of the REMIC IV Available Distribution Amount for Loan Group 1 and Loan Group 2 for such Distribution Date after payment of the amounts pursuant to paragraphs (I)(A) and (I)(B) of this definition of “REMIC IV Distribution Amount”:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(xix)     nineteenth, to the Class L-B-7-L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests remaining unpaid from previous Distribution Dates;

(xx)      twentieth, to the Class L-B-7-L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests for the current Distribution Date;

(xxi)     twenty-first, to the Class L-B-7-L Regular Interest, the portion of the Group L-B Subordinate Principal Distribution Amount allocable to such Class of Regular Interests pursuant to the definition of “Group L-B Subordinate Principal Distribution Amount,” until the Class L-B-7-L Principal Balance has been reduced to zero;

(xxii)     twenty-second, to the Class L-B-8-L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests remaining unpaid from previous Distribution Dates;

(xxiii)    twenty-third, to the Class L-B-8-L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests for the current Distribution Date;

(xxiv)    twenty-fourth, to the Class L-B-8-L Regular Interest, the portion of the Group L-B Subordinate Principal Distribution Amount allocable to such Class of Regular Interests pursuant to the definition of “Group L-B Subordinate Principal Distribution Amount,” until the Class L-B-8-L Principal Balance has been reduced to zero;

(xxv)    twenty-fifth, to the Class L-B-9-L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests remaining unpaid from previous Distribution Dates;

(xxvi)    twenty-sixth, to the Class L-B-9-L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests for the current Distribution Date;

(xxvii)   twenty-seventh, to the Class L-B-9-L Regular Interest, the portion of the Group L-B Subordinate Principal Distribution Amount allocable to such Class of Regular Interests pursuant to the definition of “Group L-B Subordinate Principal Distribution Amount,” until the Class L-B-9-L Principal Balance has been reduced to zero;

(xxviii)  twenty-eighth, to the Class L-B-10-L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests remaining unpaid from previous Distribution Dates;

(xxix)    twenty-ninth, to the Class L-B-10-L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests for the current Distribution Date;

(xxx)    thirtieth, to the Class L-B-10-L Regular Interest, the portion of the Group L-B Subordinate Principal Distribution Amount allocable to such Class of Regular Interests pursuant to the definition of “Group L-B Subordinate Principal Distribution Amount,” until the Class L-B-10-L Principal Balance has been reduced to zero;

(xxxi)    thirty-first, to the Class L-B-11-L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests remaining unpaid from previous Distribution Dates;

(xxxii)   thirty-second, to the Class L-B-11-L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests for the current Distribution Date;

(xxxiii)  thirty-third, to the Class L-B-11-L Regular Interest, the portion of the Group L-B Subordinate Principal Distribution Amount allocable to such Class of Regular Interests pursuant to the definition of “Group L-B Subordinate Principal Distribution Amount,” until the Class L-B-11-L Principal Balance has been reduced to zero;

(xxxiv)  thirty-fourth, to the Class L-B-12-L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests remaining unpaid from previous Distribution Dates;

(xxxv)   thirty-fifth, to the Class L-B-12-L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests for the current Distribution Date;

(xxxvi)  thirty-sixth, to the Class L-B-12-L Regular Interest, the portion of the Group L-B Subordinate Principal Distribution Amount allocable to such Class of Regular Interests pursuant to the definition of “Group L-B Subordinate Principal Distribution Amount,” until the Class L-B-12-L Principal Balance has been reduced to zero;

(xxxvii) thirty-seventh, to the Class L-B-13-L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests remaining unpaid from previous Distribution Dates;

(xxxviii) thirty-eighth, to the Class L-B-13-L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests for the current Distribution Date;

(xxxix)  thirty-ninth, to the Class L-B-13-L Regular Interest, the portion of the Group L-B Subordinate Principal Distribution Amount allocable to such Class of Regular Interests pursuant to the definition of “Group L-B Subordinate Principal Distribution Amount,” until the Class L-B-13-L Principal Balance has been reduced to zero;

(xl)       fortieth, to the Class L-B-14-L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests remaining unpaid from previous Distribution Dates;

(xli)      forty-first, to the Class L-B-14-L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests for the current Distribution Date;

(xlii)      forty-second, to the Class L-B-14-L Regular Interest, the portion of the Group L-B Subordinate Principal Distribution Amount allocable to such Class of Regular Interests pursuant to the definition of “Group L-B Subordinate Principal Distribution Amount,” until the Class L-B-14-L Principal Balance has been reduced to zero;

(xliii)     forty-third, to the Classes of Group L-B-L Regular Interests in the order of seniority (which, from highest to lowest, shall be as follows: Class L-B-1-L, Class L-B-2-L, Class L-B-3-L, Class L-B-4-L, Class L-B-5-L, Class L-B-6-L, Class L-B-7-L, Class L-B-8-L, Class L-B-9-L, Class L-B-10-L, Class L-B-11-L, Class L-B-12-L, Class L-B-13-L and Class L-B-14-L) the remaining portion, if any, of the REMIC IV Available Distribution Amount for Loan Group 1 and Loan Group 2, 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 any amounts distributed pursuant to this paragraph (I)(C)(xliii) of this definition of “REMIC IV Distribution Amount” shall not cause a reduction in the Class Principal Balances of any of the Classes of Group L-B-L Regular Interests; and

(xliv)     forty-fourth, to the Class R-4 Residual Interest, the Residual Distribution Amount for the Class R-4 Residual Interest for Loan Group 1 and Loan Group 2 for such Distribution Date.

Notwithstanding the foregoing paragraph (I)(C) of this definition of “REMIC IV Distribution Amount”,

(X)       on any Distribution Date on which both of the following conditions specified in clauses (1) and (2) are met:

(1)        either (i) the sum of the Class 1A Principal Balance and the aggregate Component Principal Balance of the Class CA Group 1, Class CX-1 Subgroup 1-A PO and Class CX-2-PPP Subgroup 1-B PO Components has been reduced to zero or (ii) the sum of the Class 2A Principal Balance and the aggregate Component Principal Balance of the Class CA Group 2, Class CX-1 Subgroup 2-A PO and the Class CX-2-PPP Subgroup 2-B PO Components has been reduced to zero, and

(2)        either (a) the Group L-B Percentage for such Distribution Date is less than 200% of the Group L-B Percentage as of the Closing Date or (b) the outstanding principal balance of the Mortgage Loans in either of Loan Group 1 or Loan Group 2 delinquent 60 days or more averaged over the last six months (including Mortgage Loans in foreclosure and Mortgage Loans the Mortgaged Property of which is held by REMIC I and acquired by foreclosure or deed in lieu of foreclosure), as a percentage of the related Subordinate Component Balance, is greater than or equal to 50%,

all principal received or advanced with respect to the Mortgage Loans in the Loan Group related to the REMIC IV Regular Interests (or Components thereof) described in the applicable subclause of clause (X)(1) above that have been paid in full (less any amount of Net Negative Amortization allocated to such Mortgage Loans) shall be paid as principal to the remaining REMIC IV Regular Interests (or Components thereof) described in the other subclause of clause (X)(1) above to the extent of and in reduction of the Class Principal Balances or Component Principal Balances thereof (in the same priority that those REMIC IV Regular Interests or Components thereof are entitled to receive other distributions of principal pursuant to paragraph (I)(A)(iii) or (I)(B)(iii) above, as applicable), and

(Y)       if on any Distribution Date either of Loan Group 1 or Loan Group 2 is an Undercollateralized Group and the other such Loan Group is an Overcollateralized Group, then the REMIC IV Available Distribution Amount for the Overcollateralized Group, to the extent remaining following distributions pursuant to paragraph (I)(A) or (I)(B) above, as applicable, shall be paid in the following priority: (1) first, such remaining amount, up to the Total Transfer Amount for such Undercollateralized Group, shall be distributed (a) first, to the REMIC IV Regular Interests (other than the Class CX-1-L, Class CX-2-PPP-L and Group L-B-L Regular Interests) or Components thereof related to such Undercollateralized Group, in payment of any portion of the Interest Distribution Amounts for such Classes or Components remaining unpaid from such Distribution Date or previous Distribution Dates, pro rata according to their respective shares of such unpaid amounts, and (b) second, to the REMIC IV Regular Interests (other than the Group L-B-L Regular Interests) or Components thereof related to such Undercollateralized Group, as principal (in the same priority that those REMIC IV Regular Interests or Components thereof are entitled to receive other distributions of principal pursuant to paragraph (I)(A)(iii) or (I)(B)(iii) above, as applicable), and (2) second, any remaining amount shall be distributed pursuant to paragraph (I)(C) above.

(II)       For any Distribution Date on or after the related Credit Support Depletion Date, the REMIC IV Available Distribution Amount for each Loan Group for such Distribution Date shall be distributed to the outstanding Classes of REMIC IV Regular Interests and the Class R-4 Residual Interest in the following amounts and priority, to the extent of the REMIC IV Available Distribution Amount for the applicable Loan Group for such Distribution Date:

(A)       With respect to the Class 1A-L, Class CA-1B-L, Class CA-1C-L, Class CX-1-L and Class CX-2-PPP-L Regular Interests and the Class R-4 Residual Interest, on any Distribution Date on or after the related Credit Support Depletion Date, to the extent of the REMIC IV Available Distribution Amount for Loan Group 1 for such Distribution Date:

(i)         first, to the Class 1A-L Regular Interest and the Class CA Group 1, Class CX-1 Subgroup 1-A IO and Class CX-2-PPP Subgroup 1-B IO Components, the amount payable to each such Class or Component on prior Distribution Dates pursuant to clause (I)(A)(ii) or (II)(A)(ii) of this definition of “REMIC IV Distribution Amount,” and remaining unpaid, pro rata according to such amount payable to the extent of amounts available;

(ii)        second, to the Class 1A-L Regular Interest and the Class CA Group 1, Class CX-1 Subgroup 1-A IO and Class CX-2-PPP Subgroup 1-B IO Components, concurrently, the sum of the Interest Distribution Amounts for such Classes or Components for the current Distribution Date, pro rata according to their respective Interest Distribution Amounts;

(iii)       third, to the Class 1A-L Regular Interest and the Class CA Group 1, Class CX-1 Subgroup 1-A PO and Class CX-2-PPP Subgroup 1-B PO Components, as principal, the Group 1 Senior Principal Distribution Amount, pro rata according to Class Principal Balance or Component Principal Balance, as applicable, until such Class Principal Balance and Component Principal Balances have each been reduced to zero;

(iv)       fourth, any payments to REMIC IV Regular Interests or Components thereof related to Loan Group 2 pursuant to the last paragraph of this definition of “REMIC IV Distribution Amount;”

(v)        fifth, to the Class 1A-L Regular Interest and the Class CA Group 1, Class CX-1 Subgroup 1-A PO and Class CX-2-PPP Subgroup 1-B PO Components and the Group L-B-L Regular Interests in the order of seniority (which, from highest to lowest, shall be as follows: the Class 1A-L Regular Interest and the Class CA Group 1, Class CX-1 Subgroup 1-A PO and Class CX-2-PPP Subgroup 1-B PO Components of equal seniority, and then Class L-B-1-L, Class L-B-2-L, Class L-B-3-L, Class L-B-4-L, Class L-B-5-L, Class L-B-6-L, Class L-B-7-L, Class L-B-8-L, Class L-B-9-L, Class L-B-10-L, Class L-B-11-L, Class L-B-12-L, Class L-B-13-L and Class L-B-14-L of decreasing seniority) the remaining portion, if any, of the REMIC IV Available Distribution Amount for Loan Group 1, up to the amount of unreimbursed Realized Losses allocable to principal previously allocated or to be allocated on such Distribution Date to such Class or Component, if any; provided, however, that in the case of Classes or Components of equal seniority, the amount distributable to such Classes or Components shall be allocated among such Classes or Components according to the amount of losses allocated thereto; provided, further, that any amounts distributed pursuant to this paragraph (II)(A)(v) of this definition of “REMIC IV Distribution Amount” shall not cause a reduction in the Class Principal Balances or Component Principal Balances of any of the Classes of REMIC IV Regular Interests or Components thereof; and

(vi)       sixth, to the Class R-4 Residual Interest, the Residual Distribution Amount for Loan Group 1 for such Distribution Date.

(B)       With respect to the Class 2A-L, Class CA-1B-L, Class CA-1C-L, Class CX-1-L and Class CX-2-PPP-L Regular Interests and the Class R-4 Residual Interest, on any Distribution Date on or after the related Credit Support Depletion Date, to the extent of the REMIC IV Available Distribution Amount for Loan Group 2 for such Distribution Date:

(i)         first, to the Class 2A-L Regular Interest and the Class CA Group 2, Class CX-1 Subgroup 2-A PO and Class CX-2-PPP Subgroup 2-B PO Components, the amount payable to each such Class of Regular Interests on prior Distribution Dates pursuant to clause (I)(B)(ii) or (II)(B)(ii) of this definition of “REMIC IV Distribution Amount,” and remaining unpaid, pro rata according to such amount payable to the extent of amounts available;

(ii)        second, to the Class 2A-L Regular Interest and the Class CA Group 2, Class CX-1 Subgroup 2-A PO and Class CX-2-PPP Subgroup 2-B PO Components, concurrently, the sum of the Interest Distribution Amounts for such Classes or Components for the current Distribution Date, pro rata according to their respective Interest Distribution Amounts;

(iii)       third, to the Class 2A-L Regular Interest and the Class CA Group 2, Class CX-1 Subgroup 2-A PO and Class CX-2-PPP Subgroup 2-B PO Components, as principal, the Group 2 Senior Principal Distribution Amount, pro rata according to Class Principal Balance or Component Principal Balance, as applicable, until such Class Principal Balance and Component Principal Balances have each been reduced to zero;

(iv)       fourth, any payments to REMIC IV Regular Interests or Components thereof related to Loan Group 1 pursuant to the last paragraph of this definition of “REMIC IV Distribution Amount;”

(v)        fifth, to the Class 2A-L Regular Interest and the Class CA- Group 2, Class CX-1 Subgroup 2-A PO and Class CX-2-PPP Subgroup 2-B PO Components and the Group L-B-L Regular Interests in the order of seniority (which, from highest to lowest, shall be as follows: the Class 2A-L Regular Interest, the Class CA Group 2, Class CX-1 Subgroup 2-A PO and Class CX-2-PPP Subgroup 2-B PO Components of equal seniority, and then Class L-B-1-L, Class L-B-2-L, Class L-B-3-L, Class L-B-4-L, Class L-B-5-L, Class L-B-6-L, Class L-B-7-L, Class L-B-8-L, Class L-B-9-L, Class L-B-10-L, Class L-B-11-L, Class L-B-12-L, Class L-B-13-L and Class L-B-14-L of decreasing seniority) the remaining portion, if any, of the REMIC IV Available Distribution Amount for Loan Group 2, up to the amount of unreimbursed Realized Losses allocable to principal previously allocated or to be allocated on such Distribution Date to such Class or Component, if any; provided, however, that in the case of Classes or Components of equal seniority, the amount distributable to such Classes or Components shall be allocated among such Classes or Components according to the amount of losses allocated thereto; provided, further, that any amounts distributed pursuant to this paragraph (II)(B)(v) of this definition of “REMIC IV Distribution Amount” shall not cause a reduction in the Class Principal Balances or Component Principal Balances of any of the Classes of REMIC IV Regular Interests or Components thereof; and

(vi)       sixth, Class R-4 Residual Interest, the Residual Distribution Amount for Loan Group 2 for such Distribution Date.

(III) For any Distribution Date prior to the related Credit Support Depletion Date, the REMIC IV Available Distribution Amount for each of Loan Group 3, 4 and 5 for such Distribution Date shall be distributed to the REMIC IV Regular Interests and the Class R-4 Residual Interest in the following amounts and priority, to the extent of the REMIC IV Available Distribution Amount for the applicable Loan Group for such Distribution Date:

(A)       With respect to the Class 3A-L, Class DA-1B-L, Class DA-1C-L and Class EX-PPP-L Regular Interests, on any Distribution Date prior to the related Credit Support Depletion Date, to the extent of the REMIC IV Available Distribution Amount for Loan Group 3 for such Distribution Date:

(i)         first, to the Class 3A-L Regular Interest and the Class DA Group 3 and Class EX-PPP Loan Group 3 IO Components, concurrently, the sum of the Interest Distribution Amounts for such Classes or Components remaining unpaid from previous Distribution Dates, pro rata according to their respective shares of such unpaid amounts;

(ii)        second, to the Class 3A-L Regular Interest and the Class DA Group 3 and Class EX-PPP Loan Group 3 IO Components, concurrently, the sum of the Interest Distribution Amounts for such Classes or Components for the current Distribution Date, pro rata according to their respective Interest Distribution Amounts; and

(iii)       third, to the Class 3A-L Regular Interest and the Class DA Group 3 and Class EX-PPP Loan Group 3 PO Components, as principal, the Group 3 Senior Principal Distribution Amount, sequentially, as follows:

(a)        first, to the Class EX-PPP Loan Group 3 PO Component, until its Component Principal Balance has been reduced to zero; and

(b)        second, to the Class 3A-L Regular Interest and the Class DA Group 3 Components, pro rata according to Class Principal Balance or Component Principal Balance, as applicable, until their Class Principal or Component Principal Balances have each been reduced to zero;

(B)       With respect to the Class FX Certificates and Class 4A-1-L, Class 4A-2-L, Class 4A-B-L, Class DA-1B-L, Class DA-1C-L and Class EX-PPP-L Regular Interests, on any Distribution Date prior to the related Credit Support Depletion Date, to the extent of the REMIC IV Available Distribution Amount for Loan Group 4 for such Distribution Date:

(i)         first, to the Class FX Certificates and Class 4A-1-L, Class 4A-2-L and Class 4A-B-L Regular Interests and the Class DA Group 4 and Class EX-PPP Loan Group 4 IO Components, concurrently, the sum of the Interest Distribution Amounts for such Classes or Components remaining unpaid from previous Distribution Dates, pro rata according to their respective shares of such unpaid amounts (provided, however, for this clause (III)(B)(i) the Class FX Interest Distribution Amount shall equal the Class FX Subgroup 4-A Accrued Interest" for such Distribution Date);

(ii)        second, to the Class FX Certificates and Class 4A-1-L, Class 4A-2-L and Class 4A-B-L Regular Interests and the Class DA Group 4 and Class EX-PPP Loan Group 4 IO Components, concurrently, the sum of the Interest Distribution Amounts for such Classes or Components for the current Distribution Date, pro rata according to their respective Interest Distribution Amounts (provided, however, for this clause (III)(B)(ii) the Class FX Interest Distribution Amount shall equal the Class FX Subgroup 4-A Accrued Interest" for such Distribution Date); and

(iii)       third, to the Class 4A-1-L, Class 4A-2-L and Class 4A-B-L Regular Interests and the Class DA Group 4 and Class EX-PPP Loan Group 4 PO Components, as principal, the Group 2 Senior Principal Distribution Amount, sequentially, as follows:

(a)        first, to the Class EX-PPP Loan Group 4 PO Component, until its Component Principal Balance has been reduced to zero; and

(b)        second, to the Class 4A-1-L, Class 4A-2-L and Class 4A-B-L Regular Interests and the Class DA Group 4 Components, pro rata according to Class Principal Balance or Component Principal Balance, as applicable, until their Class Principal or Component Principal Balances have each been reduced  to zero; and

(C)       With respect to the Class FX Certificates and the Class 5A-L, Class DA-1B-L, Class DA-1C-L and Class 5X-PPP-L Regular Interests, on any Distribution Date prior to the related Credit Support Depletion Date, to the extent of the REMIC IV Available Distribution Amount for Loan Group 5 for such Distribution Date:

(i)         first, to the Class FX Certificates and the Class 5A-L and Class 5X-PPP-L Regular Interests and the Class DA Group 5 Components, concurrently, the sum of the Interest Distribution Amounts for such Classes or Components remaining unpaid from previous Distribution Dates, pro rata according to their respective shares of such unpaid amounts (provided, however, for this clause (III)(C)(i) the Class FX Interest Distribution Amount shall equal the Class FX Subgroup 4-A Accrued Interest" for such Distribution Date);

(ii)        second, to the Class FX Certificates and the Class 5A-L and Class 5X-PPP-L Regular Interests and the Class DA Group 5 Components, concurrently, the sum of the Interest Distribution Amounts for such Classes or Components for the current Distribution Date, pro rata according to their respective Interest Distribution Amounts (provided, however, for this clause (III)(C)(ii) the Class FX Interest Distribution Amount shall equal the Class FX Subgroup 4-A Accrued Interest" for such Distribution Date); and

(iii)       third, to the Class 5A-L and Class 5X-PPP-L Regular Interest and the Class DA Group 5 Components, as principal, the Group 5 Senior Principal Distribution Amount, sequentially, as follows:

(a)        first, to the Class 5X-PPP-L Regular Interest, until its Class Principal Balance has been reduced to zero; and

(b)        second, to the Class 5A-L Regular Interest and the Class DA Group 5 Components, pro rata according to Class Principal Balance or Component Principal Balance, as applicable, until their Class Principal or Component Principal Balances have each been reduced to zero;

(D)       With respect to the Group M-B-L Regular Interests and the Class R-4 Residual Interest, on any Distribution Date prior to the related Credit Support Depletion Date, to the extent of the REMIC IV Available Distribution Amount for Loan Group 3, Loan Group 4 and Loan Group 5 for such Distribution Date after payment of the amounts pursuant to paragraphs (III)(A) and (III)(B) of this definition of “REMIC IV Distribution Amount”:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(xix)     nineteenth, to the Class M-B-7-L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests remaining unpaid from previous Distribution Dates;

(xx)      twentieth, to the Class M-B-7-L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests for the current Distribution Date;

(xxi)     twenty-first, to the Class M-B-7-L Regular Interest, the portion of the Group M-B Subordinate Principal Distribution Amount allocable to such Class of Regular Interests pursuant to the definition of “Group M-B Subordinate Principal Distribution Amount,” until the Class M-B-7-L Principal Balance has been reduced to zero;

(xxii)     twenty-second, to the Class M-B-8-L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests remaining unpaid from previous Distribution Dates;

(xxiii)    twenty-third, to the Class M-B-8-L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests for the current Distribution Date;

(xxiv)    twenty-fourth, to the Class M-B-8-L Regular Interest, the portion of the Group M-B Subordinate Principal Distribution Amount allocable to such Class of Regular Interests pursuant to the definition of “Group M-B Subordinate Principal Distribution Amount,” until the Class M-B-8-L Principal Balance has been reduced to zero;

(xxv)    twenty-fifth, to the Class M-B-9-L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests remaining unpaid from previous Distribution Dates;

(xxvi)    twenty-sixth, to the Class M-B-9-L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests for the current Distribution Date;

(xxvii)   twenty-seventh, to the Class M-B-9-L Regular Interest, the portion of the Group M-B Subordinate Principal Distribution Amount allocable to such Class of Regular Interests pursuant to the definition of “Group M-B Subordinate Principal Distribution Amount,” until the Class M-B-9-L Principal Balance has been reduced to zero;

(xxviii)  twenty-eighth, to the Class M-B-10-L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests remaining unpaid from previous Distribution Dates;

(xxix)    twenty-ninth, to the Class M-B-10-L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests for the current Distribution Date;

(xxx)    thirtieth, to the Class M-B-10-L Regular Interest, the portion of the Group M-B Subordinate Principal Distribution Amount allocable to such Class of Regular Interests pursuant to the definition of “Group M-B Subordinate Principal Distribution Amount,” until the Class M-B-10-L Principal Balance has been reduced to zero;

(xxxi)    thirty-first, to the Classes of Group M-B-L Regular Interests in the order of seniority (which, from highest to lowest, shall be as follows: Class M-B-1-L, Class M-B-2-L, Class M-B-3-L, Class M-B-4-L, Class M-B-5-L, Class M-B-6-L, Class M-B-7-L, Class M-B-8-L, Class M-B-9-L and Class M-B-10-L) the remaining portion, if any, of the REMIC IV Available Distribution Amount for Loan Group 3, Loan Group 4 and Loan Group 5, 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 any amounts distributed pursuant to this paragraph (III)(D)(xxxi) of this definition of “REMIC IV Distribution Amount” shall not cause a reduction in the Class Principal Balances of any of the Classes of Group M-B-L Regular Interests; and

(xxxii)   thirty-second, to the Class R-4 Residual Interest, the Residual Distribution Amount for the Class R-4 Residual Interest for Loan Group 3, Loan Group 4 and Loan Group 5 for such Distribution Date.

Notwithstanding the foregoing paragraph (III)(D) of this definition of “REMIC IV Distribution Amount”,

(X)       on any Distribution Date on which both of the following conditions specified in clauses (1) and (2) are met:

(1)        either (i) the sum of the Class 3A Principal Balance and the aggregate Component Principal Balance of the Class DA Group 3 and Class EX-PPP Loan Group 3 PO Components has been reduced to zero, (ii) the sum of the Class 4A-1, Class 4A-2 and Class 4A-B Principal Balances and the aggregate Component Principal Balance of the Class DA Group 4 and Class EX-PPP Loan Group 4 PO Components has been reduced to zero or (ii) the sum of the Class 5A and Class 5X-PPP Principal Balances and the aggregate Component Principal Balance of the Class DA Group 5 Components has been reduced to zero, and

(2)        either (a) the Group M-B Percentage for such Distribution Date is less than 200% of the Group M-B Percentage as of the Closing Date or (b) the outstanding principal balance of the Mortgage Loans in either of Loan Group 3, Loan Group 4 or Loan Group 5 delinquent 60 days or more averaged over the last six months (including Mortgage Loans in foreclosure and Mortgage Loans the Mortgaged Property of which is held by REMIC II and acquired by foreclosure or deed in lieu of foreclosure), as a percentage of the related Subordinate Component Balance, is greater than or equal to 50%,

all principal received or advanced with respect to the Mortgage Loans in the Loan Group related to the REMIC IV Regular Interests (or Components thereof) described in the applicable subclause of clause (X)(1) above that have been paid in full (less any amount of Net Negative Amortization allocated to such Mortgage Loans) shall be paid as principal to the remaining REMIC IV Regular Interests (or Components thereof) described in the other subclause of clause (X)(1) above to the extent of and in reduction of the Class Principal Balances or Component Principal Balances thereof (in the same priority that those REMIC IV Regular Interests or Components thereof are entitled to receive other distributions of principal pursuant to paragraph (III)(A)(iii), (III)(B)(iii) or (III)(C)(iii) above, as applicable), and

(Y)       if on any Distribution Date any of Loan Group 3, Loan Group 4 or Loan Group 5 is an Undercollateralized Group and the other such Loan Group(s) is an Overcollateralized Group(s), then the REMIC IV Available Distribution Amount for the Overcollateralized Group(s) , to the extent remaining following distributions pursuant to paragraph (III)(A), (III)(B) or (III)(C) above, as applicable, shall be paid in the following priority: (1) first, such remaining amount, up to the Total Transfer Amount for such Undercollateralized Group(s), pro rata according to the Total Transfer Amount for each Undercollateralized Group, shall be distributed (a) first, to the REMIC IV Regular Interests (other than the Class FX Certificates and the Class EX-PPP-L, Class 5X-PPP-L and Group M-B-L Regular Interests) or Components thereof related to such Undercollateralized Group(s), in payment of any portion of the Interest Distribution Amounts for such Classes or Components remaining unpaid from such Distribution Date or previous Distribution Dates, pro rata according to their respective shares of such unpaid amounts, and (b) second, to the REMIC IV Regular Interests (other than the Class FX Certificates and the Group M-B-L Regular Interests) or Components thereof related to such Undercollateralized Group(s), as principal (in the same priority that those REMIC IV Regular Interests or Components thereof are entitled to receive other distributions of principal pursuant to paragraph (III)(A)(iii), (III)(B)(iii) or (I)(C)(iii) above, as applicable), and (2) second, any remaining amount shall be distributed pursuant to paragraph (I)(C) above.

(IV)      For any Distribution Date on or after the related Credit Support Depletion Date, the REMIC IV Available Distribution Amount for each Loan Group for such Distribution Date shall be distributed to the outstanding Classes of REMIC IV Regular Interests and the Class R-4 Residual Interest in the following amounts and priority, to the extent of the REMIC IV Available Distribution Amount for the applicable Loan Group for such Distribution Date:

(A)       With respect to the Class 3A-L, Class DA-1B-L, Class DA-1C-L and Class EX-PPP-L Regular Interests and the Class R-4 Residual Interest, on any Distribution Date on or after the related Credit Support Depletion Date, to the extent of the REMIC IV Available Distribution Amount for Loan Group 3 for such Distribution Date:

(i)         first, to the Class 3A-L Regular Interest and the Class DA Group 3 and Class EX-PPP Loan Group 3 IO Components, the amount payable to each such Class or Component on prior Distribution Dates pursuant to clause (III)(A)(ii) or (IV)(A)(ii) of this definition of “REMIC IV Distribution Amount,” and remaining unpaid, pro rata according to such amount payable to the extent of amounts available;

(ii)        second, to the Class 3A-L Regular Interest and the Class DA Group 3 and Class EX-PPP Loan Group 3 IO Components, concurrently, the sum of the Interest Distribution Amounts for such Classes or Components for the current Distribution Date, pro rata according to their respective Interest Distribution Amounts;

(iii)       third, to the Class 3A-L Regular Interest and the Class DA Group 3 and Class EX-PPP Loan Group 3 PO Components, as principal, the Group 3 Senior Principal Distribution Amount, pro rata according to Class Principal Balance or Component Principal Balance, as applicable, until such Class Principal Balance and Component Principal Balances have each been reduced to zero;

(iv)       fourth, any payments to REMIC IV Regular Interests or Components thereof related to Loan Group 4 or Loan Group 5 pursuant to the last paragraph of this definition of “REMIC IV Distribution Amount;”

(v)        fifth, to the Class 3A-L Regular Interest and the Class DA Group 3 and Class EX-PPP Loan Group 3 PO Components and the Group M-B-L Regular Interests in the order of seniority (which, from highest to lowest, shall be as follows: the Class 3A-L Regular Interest and the Class DA Group 3 and Class EX-PPP Loan Group 3 PO Components of equal seniority, and then Class M-B-1-L, Class M-B-2-L, Class M-B-3-L, Class M-B-4-L, Class M-B-5-L, Class M-B-6-L, Class M-B-7-L, Class M-B-8-L, Class M-B-9-L and Class M-B-10-L of decreasing seniority) the remaining portion, if any, of the REMIC IV Available Distribution Amount for Loan Group 3, up to the amount of unreimbursed Realized Losses allocable to principal previously allocated or to be allocated on such Distribution Date to such Class or Component, if any; provided, however, that in the case of Classes or Components of equal seniority, the amount distributable to such Classes or Components shall be allocated among such Classes or Components according to the amount of losses allocated thereto; provided, further, that any amounts distributed pursuant to this paragraph (IV)(A)(v) of this definition of “REMIC IV Distribution Amount” shall not cause a reduction in the Class Principal Balances or Component Principal Balances of any of the Classes of REMIC IV Regular Interests or Components thereof; and

(vi)       sixth, to the Class R-4 Residual Interest, the Residual Distribution Amount for Loan Group 1 for such Distribution Date.

(B)       With respect to the Class FX Certificates and the Class 4A-1-L, Class 4A-2-L, Class 4A-B-L, Class DA-1B-L, Class DA-1C-L and Class EX-PPP-L Regular Interests and the Class R-4 Residual Interest, on any Distribution Date on or after the related Credit Support Depletion Date, to the extent of the REMIC IV Available Distribution Amount for Loan Group 4 for such Distribution Date:

(i)         first, to the Class FX Certificates and the Class 4A-1-L, Class 4A-2-L and Class 4A-B-L Regular Interest and the Class DA Group 4 and Class EX-PPP Loan Group 4 PO Components, the amount payable to each such Class of Regular Interests on prior Distribution Dates pursuant to clause (III)(B)(ii) or (IV)(B)(ii) of this definition of “REMIC IV Distribution Amount,” and remaining unpaid, pro rata according to such amount payable to the extent of amounts available;

(ii)        second, to the Class FX Certificates and the Class 4A-1-L, Class 4A-2-L and Class 4A-B-L Regular Interest and the Class DA Group 4 and Class EX-PPP Loan Group 4 PO Components, concurrently, the sum of the Interest Distribution Amounts for such Classes or Components for the current Distribution Date, pro rata according to their respective Interest Distribution Amounts (provided, however, for this clause (IV)(B)(ii) the Class FX Interest Distribution Amount shall equal the Class FX Subgroup 4-A Accrued Interest" for such Distribution Date);

(iii)       third, to the Class 4A-1-L, Class 4A-2-L and Class 4A-B-L Regular Interest and the Class DA Group 4 and Class EX-PPP Loan Group 4 PO Components, as principal, the Group 4 Senior Principal Distribution Amount, pro rata according to Class Principal Balance or Component Principal Balance, as applicable, until such Class Principal Balance and Component Principal Balances have each been reduced to zero;

(iv)       fourth, any payments to REMIC IV Regular Interests or Components thereof related to Loan Group 3 or Loan Group 5 pursuant to the last paragraph of this definition of “REMIC IV Distribution Amount;”

(v)        fifth, to the Class 4A-1-L, Class 4A-2-L and Class 4A-B-L Regular Interest and the Class DA Group 4 and Class EX-PPP Loan Group 4 PO Components and the Group M-B-L Regular Interests in the order of seniority (which, from highest to lowest, shall be as follows: the Class 4A-1-L, Class 4A-2-L and Class 4A-B-L Regular Interest and the Class DA Group 4 and Class EX-PPP Loan Group 4 PO Components of equal seniority, and then Class M-B-1-L, Class M-B-2-L, Class M-B-3-L, Class M-B-4-L, Class M-B-5-L, Class M-B-6-L, Class M-B-7-L, Class M-B-8-L, Class M-B-9-L and Class M-B-10-L of decreasing seniority) the remaining portion, if any, of the REMIC IV Available Distribution Amount for Loan Group 4, up to the amount of unreimbursed Realized Losses allocable to principal previously allocated or to be allocated on such Distribution Date to such Class or Component, if any; provided, however, that in the case of Classes or Components of equal seniority, the amount distributable to such Classes or Components shall be allocated among such Classes or Components according to the amount of losses allocated thereto; provided, further, that any amounts distributed pursuant to this paragraph (IV)(B)(v) of this definition of “REMIC IV Distribution Amount” shall not cause a reduction in the Class Principal Balances or Component Principal Balances of any of the Classes of REMIC IV Regular Interests or Components thereof; and

(vi)       sixth, Class R-4 Residual Interest, the Residual Distribution Amount for Loan Group 4 for such Distribution Date.

(C)       With respect to the Class FX Certificates and the Class 5A-L, Class DA-1B-L, Class DA-1C-L and Class 5X-PPP-L Regular Interests and the Class R-4 Residual Interest, on any Distribution Date on or after the related Credit Support Depletion Date, to the extent of the REMIC IV Available Distribution Amount for Loan Group 5 for such Distribution Date:

(i)         first, to the Class FX Certificates and the Class 5A-L and Class 5X-PPP Regular Interests and the Class DA Group 5 Components, the amount payable to each such Class of Regular Interests on prior Distribution Dates pursuant to clause (III)(C)(ii) or (IV)(C)(ii) of this definition of “REMIC IV Distribution Amount,” and remaining unpaid, pro rata according to such amount payable to the extent of amounts available;

(ii)        second, to the Class FX Certificates and the Class 5A-L and Class 5X-PPP Regular Interests and the Class DA Group 5 Components, concurrently, the sum of the Interest Distribution Amounts for such Classes or Components for the current Distribution Date, pro rata according to their respective Interest Distribution Amounts (provided, however, for this clause (IV)(C)(ii) the Class FX Interest Distribution Amount shall equal the Class FX Subgroup 5-A Accrued Interest for such Distribution Date);

(iii)       third, to the Class 5A-L and Class 5X-PPP Regular Interests and the Class DA Group 5 Components, as principal, the Group 5 Senior Principal Distribution Amount, pro rata according to Class Principal Balance or Component Principal Balance, as applicable, until such Class Principal Balance and Component Principal Balances have each been reduced to zero;

(iv)       fourth, any payments to REMIC IV Regular Interests or Components thereof related to Loan Group 3 or Loan Group 4 pursuant to the last paragraph of this definition of “REMIC IV Distribution Amount;”

(v)        fifth, to the Class 5A-L and Class 5X-PPP Regular Interests and the Class DA Group 5 Components and the Group M-B-L Regular Interests in the order of seniority (which, from highest to lowest, shall be as follows: the Class 5A-L and Class 5X-PPP-L Regular Interests and the Class DA Group 5 Components of equal seniority, and then Class M-B-1-L, Class M-B-2-L, Class M-B-3-L, Class M-B-4-L, Class M-B-5-L, Class M-B-6-L, Class M-B-7-L, Class M-B-8-L, Class M-B-9-L and Class M-B-10-L of decreasing seniority) the remaining portion, if any, of the REMIC IV Available Distribution Amount for Loan Group 5, up to the amount of unreimbursed Realized Losses allocable to principal previously allocated or to be allocated on such Distribution Date to such Class or Component, if any; provided, however, that in the case of Classes or Components of equal seniority, the amount distributable to such Classes or Components shall be allocated among such Classes or Components according to the amount of losses allocated thereto; provided, further, that any amounts distributed pursuant to this paragraph (IV)(C)(v) of this definition of “REMIC IV Distribution Amount” shall not cause a reduction in the Class Principal Balances or Component Principal Balances of any of the Classes of REMIC IV Regular Interests or Components thereof; and

(vi)       sixth, Class R-4 Residual Interest, the Residual Distribution Amount for Loan Group 5 for such Distribution Date.

If (i) on any Distribution Date any of Loan Group 1 or Loan Group 2 is an Undercollateralized Group and the other of such Loan Groups is an Overcollateralized Group, then the REMIC IV Available Distribution Amount for the Overcollateralized Group, to the extent remaining following distributions pursuant to paragraph (II)(A)(i) through (II)(A)(iii) or paragraph (II)(B)(i) through (II)(B)(iii) above, as applicable, shall be paid in the following priority: (1) first, such remaining amount, up to the Total Transfer Amount for such Undercollateralized Group, shall be distributed (a) first, to the REMIC IV Regular Interests (other than the Class CX-1-L, Class CX-2-PPP-L and Group L-B-L Regular Interests) or Components thereof related to such Undercollateralized Group, in payment of any portion of the Interest Distribution Amounts for such Classes or Components remaining unpaid from such Distribution Date or previous Distribution Dates, pro rata according to their respective shares of such unpaid amounts, and (b) second, to the REMIC IV Regular Interests (other than the Group L-B-L Regular Interests) or Components thereof related to such Undercollateralized Group, as principal, pro rata according to Class Principal Balance or Component Principal Balance, and (2) second, any remaining amount shall be distributed pursuant to paragraph (II)(A)(v) through (II)(A)(vi) or paragraph (II)(B)(v) through (II)(B)(vi) above, as applicable and (ii) on any Distribution Date any of Loan Group 3, Loan Group 4 or Loan Group 5 is an Undercollateralized Group and the other of such Loan Groups is an Overcollateralized Group(s), then the REMIC IV Available Distribution Amount for the Overcollateralized Group, to the extent remaining following distributions pursuant to paragraph (IV)(A)(i) through (IV)(A)(iii), (IV)(B)(i) through (IV)(B)(iii) or paragraph (IV)(C)(i) through (IV)(C)(iii) above, as applicable, shall be paid in the following priority: (1) first, such remaining amount, up to the Total Transfer Amount for such Undercollateralized Group(s), pro rata according to the Total Transfer Amount for each Undercollateralized Group, shall be distributed (a) first, to the REMIC IV Regular Interests (other than the Class EX-PPP-L, Class 5X-PPP-L and Group M-B-L Regular Interests) or Components thereof related to such Undercollateralized Group(s), in payment of any portion of the Interest Distribution Amounts for such Classes or Components remaining unpaid from such Distribution Date or previous Distribution Dates, pro rata according to their respective shares of such unpaid amounts, and (b) second, to the REMIC IV Regular Interests (other than the Class FX Certificates and the Group M-B-L Regular Interests) or Components thereof related to such Undercollateralized Group(s), as principal, pro rata according to Class Principal Balance or Component Principal Balance, and (2) second, any remaining amount shall be distributed pursuant to paragraph (IV)(A)(v) through (IV)(A)(vi), (IV)(B)(v) through (IV)(B)(vi) or paragraph (IV)(C)(v) through (IV)(C)(vi) above, as applicable.

REMIC IV Regular Interests: The Classes of undivided beneficial interests in REMIC IV designated as “regular interests” in the table titled “REMIC IV Interests” in the Preliminary Statement hereto.

Repurchase Price: With respect to any Mortgage Loan to be repurchased by the Company pursuant to Section 2.08, an amount equal to the sum of (i) the Principal Balance thereof, (ii) one month’s interest thereon at the applicable Pass-Through Rate, (iii) (x) any unreimbursed Monthly P&I Advances or advances of reimbursable expenses made by the Servicer with respect to such Mortgage Loan hereunder or (y) any unreimbursed Monthly Advances or Servicing Advances (each, as defined in the Countrywide Agreement) made by Countrywide with respect to such Mortgage Loan under the Countrywide Agreement, as applicable, and (iv) any interest due but unpaid with respect to such Mortgage Loan not covered by a Monthly P&I Advance or by a Monthly Advance or Servicing Advance (each, as defined in the Countrywide Agreement), as applicable.

Repurchase Proceeds: Proceeds received by the Trust with respect to any Mortgage Loan that was repurchased or substituted for by the Company pursuant to Section 2.08 or repurchased or substituted for by the Seller pursuant to the Mortgage Loan Purchase Agreement, after deduction of amounts reimbursable to the Servicer under Section 3.05(a)(i) and (ii) hereof or to Countrywide under Section 11.05(ii), (iii) and (vii) of the Countrywide Servicing Addendum, as applicable.

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 for Loan Group 1 and Loan Group 2 remaining after all distributions of the REMIC I Available Distribution Amount pursuant to clauses (a), (b) and (c) (other than the last subclause of clause (c)) of the definition of “REMIC I Distribution Amount”.

For any Distribution Date, with respect to the Class R-2 Residual Interest, any portion of the REMIC II Available Distribution Amount for Loan Group 3, Loan Group 4 and Loan Group 5 remaining after all distributions of the REMIC II Available Distribution Amount pursuant to clauses (a), (b), (c) and (d) (other than the last subclause of clause (d)) of the definition of “REMIC II Distribution Amount”.

For any Distribution Date, with respect to the Class R-3 Residual Interest, any portion of the REMIC III Available Distribution Amount remaining after all distributions of the REMIC III Available Distribution Amount pursuant to the definition of “REMIC III Distribution Amount” (other than the distribution pursuant to the last clause thereof).

For any Distribution Date, with respect to the Class R-4 Residual Interest and for Loan Group 1 and Loan Group 2, any portion of the REMIC IV Available Distribution Amount for Loan Group 1 and Loan Group 2, respectively, remaining after all distributions of such REMIC IV Available Distribution Amount pursuant to clauses (I)(A), (I)(B), (I)(C), (II)(A) and (II)(B), as applicable, of the definition of “REMIC IV Distribution Amount” (other than the distributions pursuant to the last subclause of clauses (I)(C), (II)(A) and (II)(B)).

For any Distribution Date, with respect to the Class R-4 Residual Interest and for Loan Group 3, Loan Group 4 and Loan Group 5, any portion of the REMIC IV Available Distribution Amount for Loan Group 3, Loan Group 4 and Loan Group 5, respectively, remaining after all distributions of such REMIC IV Available Distribution Amount pursuant to clauses (III)(A), (III)(B), (III)(C), (III)(D), (IV)(A), (IV)(B) and (IV)(C), as applicable, of the definition of “REMIC IV Distribution Amount” (other than the distributions pursuant to the last subclause of clauses (III)(D), (IV)(A), (IV)(B) and (IV)(C)).

Upon termination of the obligations created by this Agreement and liquidation of REMIC I, REMIC II, REMIC III and REMIC IV, the amounts which remain on deposit in the Certificate Account after payment to the Holders of the REMIC IV 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, Class R-2, Class R-3 and Class R-4 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 the applicable time it is 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.

Seller:  For each Mortgage Loan, the seller of such Mortgage Loan pursuant to the related Mortgage Loan Purchase Agreement.

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

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.

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 Rate: For each WMB Loan and each Countrywide Loan, the per annum rate set forth for such Mortgage Loan in the Mortgage Loan Schedule.

Servicing Officer: Any officer of the Servicer 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 4.05(a), if so identified in the Mortgage Loan Schedule. There are no Special Primary Insurance Policies with respect to any of the Mortgage Loans, and all references herein to Special Primary Insurance Policies shall be of no force or effect.

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 originator of such Mortgage Loan.

Subgroup:  Subgroup 1-A, Subgroup 1-B, Subgroup 2-A or Subgroup 2-B, as applicable.

Subgroup L-Balance:  The Subgroup 1-A Balance, Subgroup 1-B Balance, Subgroup 2-A Balance, Subgroup 2-B Balance, Subgroup 4-B Balance or Subgroup 5-B Balance, as applicable.

Subgroup Fraction: For Subgroup 1-A for any Distribution Date, a fraction, the numerator of which is (a) the excess of (i) the Subgroup 1-A Balance for such Distribution Date over (ii) the Class CX-1 Subgroup 1-A PO Component Principal Balance immediately before such Distribution Date, and the denominator of which is (b) the excess of (i) the sum of the Subgroup 1-A Balance and the Subgroup 1-B Balance for such Distribution Date over (ii) the sum of the Class CX-1 Subgroup 1-A PO Component Principal Balance and the Class CX-2-PPP Subgroup 1-B PO Component Principal Balance immediately before such Distribution Date.

For Subgroup 1-B for any Distribution Date, a fraction, the numerator of which is (a) the excess of (i) the Subgroup 1-B Balance for such Distribution Date over (ii) the Class CX-2-PPP Subgroup 1-B PO Component Principal Balance immediately before such Distribution Date, and the denominator of which is (b) the excess of (i) the sum of the Subgroup 1-A Balance and the Subgroup 1-B Balance for such Distribution Date over (ii) the sum of the Class CX-1 Subgroup 1-A PO Component Principal Balance and the Class CX-2-PPP Subgroup 1-B PO Component Principal Balance immediately before such Distribution Date.

For Subgroup 2-A for any Distribution Date, a fraction, the numerator of which is (a) the excess of (i) the Subgroup 2-A Balance for such Distribution Date over (ii) the Class CX-1 Subgroup 2-A PO Component Principal Balance immediately before such Distribution Date, and the denominator of which is (b) the excess of (i) the sum of the Subgroup 2-A Balance and the Subgroup 2-B Balance for such Distribution Date over (ii) the sum of the Class CX-1 Subgroup 2-A PO Component Principal Balance and the Class CX-2-PPP Subgroup 2-B PO Component Principal Balance immediately before such Distribution Date.

For Subgroup 2-B for any Distribution Date, a fraction, the numerator of which is (a) the excess of (i) the Subgroup 2-B Balance for such Distribution Date over (ii) the Class CX-2-PPP Subgroup 2-B PO Component Principal Balance immediately before such Distribution Date, and the denominator of which is (b) the excess of (i) the sum of the Subgroup 2-A Balance and the Subgroup 2-B Balance for such Distribution Date over (ii) the sum of the Class CX-1 Subgroup 2-A PO Component Principal Balance and the Class CX-2-PPP Subgroup 2-B PO Component Principal Balance immediately before such Distribution Date.

Subgroup Weighted Average Pass-Through Rate:  The Subgroup 1-A Weighted Average Pass-Through Rate, Subgroup 1-B Weighted Average Pass-Through Rate, Subgroup 2-A Weighted Average Pass-Through Rate or Subgroup 2-B Weighted Average Pass-Through Rate, as applicable.

Subgroup 1-A:  The subgroup of Mortgage Loans comprised of the Subgroup 1-A Mortgage Loans.

Subgroup 1-A Balance:  For any Distribution Date, the aggregate principal balance of the Subgroup 1-A Mortgage Loans as of the second preceding Due Date (after giving effect to (i) payments due on such Mortgage Loans on such Due Date and (ii) except for the first Distribution Date, any Payoffs on WMB Loans received on or before the 14th day of the calendar month of such Due Date).

Subgroup 1-A Mortgage Loans:  The Mortgage Loans identified on the Mortgage Loan Schedule as Subgroup 1-A Mortgage Loans.

Subgroup 1-A Weighted Average Pass-Through Rate:  For any Distribution Date, the weighted average of the Pass-Through Rates on the Subgroup 1-A Loans as of the second preceding Due Date (after giving effect to (i) payments due on such Mortgage Loans on such Due Date and (ii) except for the first Distribution Date, any Payoffs on WMB Loans in such Loan Group received on or before the 14th day of the calendar month of such Due Date).

Subgroup 1-B:  The subgroup of Mortgage Loans comprised of the Subgroup 1-B Mortgage Loans.

Subgroup 1-B Balance:  For any Distribution Date, the aggregate principal balance of the Subgroup 1-B Mortgage Loans as of the second preceding Due Date (after giving effect to (i) payments due on such Mortgage Loans on such Due Date and (ii) except for the first Distribution Date, any Payoffs on WMB Loans received on or before the 14th day of the calendar month of such Due Date).

Subgroup 1-B Mortgage Loans:  The Mortgage Loans identified on the Mortgage Loan Schedule as Subgroup 1-B Mortgage Loans.

Subgroup 1-B Weighted Average Pass-Through Rate:  For any Distribution Date, the weighted average of the Pass-Through Rates on the Subgroup 1-B Loans as of the second preceding Due Date (after giving effect to (i) payments due on such Mortgage Loans on such Due Date and (ii) except for the first Distribution Date, any Payoffs on WMB Loans in such Loan Group received on or before the 14th day of the calendar month of such Due Date).

Subgroup 2-A:  The subgroup of Mortgage Loans comprised of the Subgroup 2-A Mortgage Loans.

Subgroup 2-A Balance:  For any Distribution Date, the aggregate principal balance of the Subgroup 2-A Mortgage Loans as of the second preceding Due Date (after giving effect to (i) payments due on such Mortgage Loans on such Due Date and (ii) except for the first Distribution Date, any Payoffs on WMB Loans received on or before the 14th day of the calendar month of such Due Date).

Subgroup 2-A Mortgage Loans:  The Mortgage Loans identified on the Mortgage Loan Schedule as Subgroup 2-A Mortgage Loans.

Subgroup 2-A Weighted Average Pass-Through Rate:  For any Distribution Date, the weighted average of the Pass-Through Rates on the Subgroup 2-A Loans as of the second preceding Due Date (after giving effect to (i) payments due on such Mortgage Loans on such Due Date and (ii) except for the first Distribution Date, any Payoffs on WMB Loans in such Loan Group received on or before the 14th day of the calendar month of such Due Date).

Subgroup 2-B:  The subgroup of Mortgage Loans comprised of the Subgroup 2-B Mortgage Loans.

Subgroup 2-B Balance:  For any Distribution Date, the aggregate principal balance of the Subgroup 2-B Mortgage Loans as of the second preceding Due Date (after giving effect to (i) payments due on such Mortgage Loans on such Due Date and (ii) except for the first Distribution Date, any Payoffs on WMB Loans received on or before the 14th day of the calendar month of such Due Date).

Subgroup 2-B Mortgage Loans:  The Mortgage Loans identified on the Mortgage Loan Schedule as Subgroup 2-B Mortgage Loans.

Subgroup 2-B Weighted Average Pass-Through Rate:  For any Distribution Date, the weighted average of the Pass-Through Rates on the Subgroup 2-B Loans as of the second preceding Due Date (after giving effect to (i) payments due on such Mortgage Loans on such Due Date and (ii) except for the first Distribution Date, any Payoffs on WMB Loans in such Loan Group received on or before the 14th day of the calendar month of such Due Date).

Subgroup 4-B:  The subgroup of Mortgage Loans comprised of the Subgroup 4-B Mortgage Loans.

Subgroup 4-B Balance:  For any Distribution Date, the aggregate principal balance of the Subgroup 4-B Mortgage Loans as of the second preceding Due Date (after giving effect to (i) payments due on such Mortgage Loans on such Due Date and (ii) except for the first Distribution Date, any Payoffs on WMB Loans received on or before the 14th day of the calendar month of such Due Date).

Subgroup 4-B Mortgage Loans:  The Mortgage Loans identified on the Mortgage Loan Schedule as Subgroup 4-B Mortgage Loans.

Subgroup 5-B:  The subgroup of Mortgage Loans comprised of the Subgroup 5-B Mortgage Loans.

Subgroup 5-B Balance:  For any Distribution Date, the aggregate principal balance of the Subgroup 5-B Mortgage Loans as of the second preceding Due Date (after giving effect to (i) payments due on such Mortgage Loans on such Due Date and (ii) except for the first Distribution Date, any Payoffs on WMB Loans received on or before the 14th day of the calendar month of such Due Date).

Subgroup 5-B Mortgage Loans:  The Mortgage Loans identified on the Mortgage Loan Schedule as Subgroup 5-B Mortgage Loans.

Subordinate Certificates:  The Group L-B Certificates.

Subordinate Component Balance:  For (i) any of Loan Group 1 or Loan Group 2 for any date of determination, the product of (i) the aggregate Class Principal Balance of the Group L-B Certificates and (ii) a fraction, (a) the numerator of which is equal to the excess, if any, of (x) the aggregate Principal Balance of the Mortgage Loans in that Loan Group over (y) the sum of the Class Principal Balances (or Component Principal Balances, if applicable) of the Class A and Class X Certificates (or Components thereof, if applicable) related to such Loan Group (and, in the case of Loan Group 1, the Class R Certificates) and (b) the denominator of which is equal to the sum of the amounts described in clause (a) calculated for each Loan Group and (ii) any of Loan Group 3, Loan Group 4 or Loan Group 5 for any date of determination, the product of (i) the aggregate Class Principal Balance of the Group M-B Certificates and (ii) a fraction, (a) the numerator of which is equal to the excess, if any, of (x) the aggregate Principal Balance of the Mortgage Loans in that Loan Group over (y) the sum of the Class Principal Balances (or Component Principal Balances, if applicable) of the Class A and Class X Certificates (or Components thereof, if applicable) related to such Loan Group and (b) the denominator of which is equal to the sum of the amounts described in clause (a) calculated for each Loan Group.

Subordinate Percentage:  The Group 1 Subordinate Percentage, Group 2 Subordinate Percentage, Group 3 Subordinate Percentage, Group 4 Subordinate Percentage or Group 5 Subordinate Percentage, as applicable.

Subordination Level:  On any specified date, with respect to (i) any Class of Group L-B-L Regular Interests, the percentage obtained by dividing the aggregate Class Principal Balance of such Class and the Classes of Group L-B-L Regular Interests which are subordinate in right of payment to such Class by the aggregate Class Principal Balance of the REMIC IV 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 and (ii) any Class of Group M-B-L Regular Interests, the percentage obtained by dividing the aggregate Class Principal Balance of such Class and the Classes of Group M-B-L Regular Interests which are subordinate in right of payment to such Class by the aggregate Class Principal Balance of the REMIC IV Regular Interests and the Class R-2 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 and any Loan Group, the sum of (a) amounts received by the Servicer or Countrywide, as applicable, during the Prior Period in connection with the liquidation of defaulted Mortgage Loans in such Loan Group after such Mortgage Loans became Liquidated Mortgage Loans and (b) Repurchase Proceeds received during the Prior Period with respect to Mortgage Loans in such Loan Group, for each such Mortgage Loan referred to in clause (a) or (b), for each such Mortgage Loan referred to in clause (a) or (b) 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 2.08.

Substitution Price: With respect to all Reacquired Mortgage Loans for which Substitute Mortgage Loans are substituted on a specific date pursuant to Section 2.08, an amount equal to the sum of (i) the excess, if any, of the aggregate Principal Balance of the Reacquired Mortgage Loans over the aggregate Principal Balance of the Substitute Mortgage Loans, in each case, as of the date of substitution, (ii) one month’s interest on the excess amount described in clause (i) above at the weighted average Pass-Through Rate for the Reacquired Mortgage Loans, (iii) (x) all unreimbursed Monthly P&I Advances and advances of reimbursable expenses made by the Servicer with respect to such Reacquired Mortgage Loans hereunder and (y) all unreimbursed Monthly Advances and Servicing Advances (each, as defined in the Countrywide Agreement) made by Countrywide with respect to such Reacquired Mortgage Loans under the Countrywide Agreement, as applicable, and (iv) all interest due but unpaid with respect to such Reacquired Mortgage Loans not covered by a Monthly P&I Advance or by a Monthly Advance (as defined in the Countrywide Agreement), as applicable.

Tax Matters Person: With respect to each of REMIC I, REMIC II, REMIC III and REMIC IV, 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, which Tax Matters Person shall be the tax matters person for each REMIC within the meaning of Section 6231(a)(7) of the Code and Treasury Regulation Section 1.860F-4(d). The Servicer is hereby appointed to act as Tax Matters Person 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, to perform the functions of such Tax Matters Person as provided herein. If the Tax Matters Person 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).

Total Transfer Amount:  For any Distribution Date and for any Undercollateralized Group, an amount equal to the sum of the Interest Transfer Amount and the Principal Transfer Amount for such Undercollateralized Group.

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

Transfer Rate:  For any Distribution Date, the UC Rate for any Loan Group that is an Undercollateralized Group.

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: Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2007-OA3 Trust, a Delaware statutory trust, created pursuant to the Original Trust Agreement.

Trustee: LaSalle Bank National Association, not in its individual capacity but solely as trustee, or its successor-in-interest as provided in Section 8.09, or any successor trustee appointed as herein provided.

UC Rate:  For any Undercollateralized Group and any Distribution Date, the weighted average of the annual Certificate Interest Rates on the Class A Certificates (or Components thereof, as applicable) related to such Loan Group (weighted according to Class Principal Balance or Component Principal Balance, as applicable).

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

Uncollected Interest: With respect to any Distribution Date (a) for any WMB 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 WMB Loan less the amount of interest actually paid by the Mortgagor with respect to such Payoff and (b) for any Countrywide Loan on which a Payoff was made by a Mortgagor during the related Payoff Period, an amount equal to one month’s interest at the applicable Pass-Through Rate on such Countrywide Loan less the amount of interest actually paid by the Mortgagor with respect to such Payoff.

Uncompensated Interest Shortfall: With respect to a Loan Group, for any Distribution Date, the excess, if any, of (a) the sum of (i) the aggregate Relief Act Shortfall for such Distribution Date with respect to the Mortgage Loans in such Loan Group, (ii) aggregate Curtailment Shortfall for such Distribution Date with respect to the Mortgage Loans in such Loan Group and (iii) the aggregate Uncollected Interest for such Distribution Date with respect to the Mortgage Loans in such Loan Group over (b) the sum of (i) WMB Compensating Interest for such Distribution Date for such Loan Group and (ii) Countrywide Compensating Interest for such Distribution Date for such Loan Group.

Uncompensated Interest Shortfall for Loan Group 1 and Loan Group 2 shall be allocated to the REMIC IV Regular Interests as follows:

(a)        Uncompensated Interest Shortfall for Loan Group 1 shall be allocated to the Class 1A-L Regular Interest, the Class CA Group 1, Class CX-1 Subgroup 1-A IO and Class CX-2-PPP Subgroup 1-B IO Components and the portions of the Group L-B-L Regular Interests that derive their Interest Distribution Amounts from the Group 1 Loans, pro rata according to the amount of interest accrued but unpaid on each such Class or Component or portion thereof during the immediately preceding accrual period, in reduction thereof.

(b)        Uncompensated Interest Shortfall for Loan Group 2 shall be allocated to the Class 2A-L Regular Interest, the Class CA Group 2, Class CX-1 Subgroup 2-A IO and Class CX-2-PPP Subgroup 2-B IO Components and the portions of the Group L-B-L Regular Interests that derive their Interest Distribution Amounts from the Group 2 Loans, pro rata according to the amount of interest accrued but unpaid on each such Class or Component or portion thereof during the immediately preceding accrual period, in reduction thereof.

Uncompensated Interest Shortfall for Loan Group 3, Loan Group 4 and Loan Group 5 shall be allocated to the REMIC IV Regular Interests as follows:

(a)        Uncompensated Interest Shortfall for Loan Group 3 shall be allocated to the Class 3A-L Regular Interest, the Class DA Group 3 and Class EX-PPP Loan Group 3 IO Components and the portions of the Group M-B-L Regular Interests that derive their Interest Distribution Amounts from the Group 3 Loans, pro rata according to the amount of interest accrued but unpaid on each such Class or Component or portion thereof during the immediately preceding accrual period, in reduction thereof.

(b)        Uncompensated Interest Shortfall for Loan Group 4 shall be allocated to the Class FX Certificates, the Class 4A-1-L, Class 4A-2-L and Class 4A-B-L Regular Interest and the Class DA Group 4 and Class EX-PPP Loan Group 4 IO Components and the portions of the Group M-B-L Regular Interests that derive their Interest Distribution Amounts from the Group 4 Loans, pro rata according to the amount of interest accrued but unpaid on each such Class or Component or portion thereof during the immediately preceding accrual period, in reduction thereof.

(c)        Uncompensated Interest Shortfall for Loan Group 5 shall be allocated to the Class FX Certificates, the Class 5A-L and Class 5X-PPP-L Regular Interests and the Class DA Group 5 Components and the portions of the Group M-B-L Regular Interests that derive their Interest Distribution Amounts from the Group 5 Loans, pro rata according to the amount of interest accrued but unpaid on each such Class or Component or portion thereof during the immediately preceding accrual period, in reduction thereof.

Uncompensated Interest Shortfall for Loan Group 1 and Loan Group 2 shall be allocated to the REMIC I Regular Interests as follows:

(a)        Uncompensated Interest Shortfall for Loan Group 1 shall be allocated to the Class I-Y-1 and Class I-Z-1 Regular Interests, pro rata according to the amount of interest accrued but unpaid on each such Class during the immediately preceding accrual period, in reduction thereof.

(b)        Uncompensated Interest Shortfall for Loan Group 2 shall be allocated to the Class I-Y-2 and Class I-Z-2 Regular Interests, pro rata according to the amount of interest accrued but unpaid on each such Class during the immediately preceding accrual period, in reduction thereof.

Uncompensated Interest Shortfall for Loan Group 3, Loan Group 4 and Loan Group 5 shall be allocated to the REMIC II Regular Interests as follows:

(a)        Uncompensated Interest Shortfall for Loan Group 3 shall be allocated to the Class II-Y-1 and Class II-Z-1 Regular Interests, pro rata according to the amount of interest accrued but unpaid on each such Class during the immediately preceding accrual period, in reduction thereof.

(b)        Uncompensated Interest Shortfall for Loan Group 4 shall be allocated to the Class II-Y-2 and Class II-Z-2 Regular Interests, pro rata according to the amount of interest accrued but unpaid on each such Class during the immediately preceding accrual period, in reduction thereof.

(c)        Uncompensated Interest Shortfall for Loan Group 5 shall be allocated to the Class II-Y-3 and Class II-Z-3 Regular Interests, pro rata according to the amount of interest accrued but unpaid on each such Class during the immediately preceding accrual period, in reduction thereof.

Uncompensated Interest Shortfall for Loan Group 1 and Loan Group 2 shall be allocated to the Class III-LTY1, Class III-LTY2, Class III-LT1, Class III-LT2, Class III-LT4, Class III-LT6 and Class III-LT8 Regular Interests, pro rata according to the amount of interest accrued but unpaid on each such Class during the immediately preceding accrual period, in reduction thereof.

Uncompensated Interest Shortfall for Loan Group 3, Loan Group 4 and Loan Group 5 shall be allocated to the Class III-LTY3, Class III-LTY4, Class III-LTY5, Class III-LT9, Class III-LT10, Class III-LT11, Class III-LT12, Class III-LT14, Class III-LT15, Class III-LT16, Class III-LT18, Class III-LT19 and Class III-LT20 Regular Interests, pro rata according to the amount of interest accrued but unpaid on each such Class during the immediately preceding accrual period, in reduction thereof.

Undercollateralized Group: For any Distribution Date, Loan Group 1, if immediately prior to such Distribution Date the sum of the aggregate Class Principal Balance of the Class 1A and Residual Certificates and the aggregate Component Principal Balance of the Class CA Group 1, Class CX-1 Subgroup 1-A PO and Class CX-2-PPP Subgroup 1-B PO Components is greater than the aggregate Principal Balance of the Group 1 Loans; for any Distribution Date, Loan Group 2, if immediately prior to such Distribution Date the sum of the Class 2A Principal Balance and the aggregate Component Principal Balance of the Class CA Group 2, Class CX-1 Subgroup 2-A PO and Class CX-2-PPP Subgroup 2-B PO Components is greater than the aggregate Principal Balance of the Group 2 Loans; for any Distribution Date, Loan Group 3, if immediately prior to such Distribution Date the sum of the Class 3A Principal Balance and the aggregate Component Principal Balance of the Class DA Group 3 and Class EX-PPP Loan Group 3 PO Components is greater than the aggregate Principal Balance of the Group 3 Loans; for any Distribution Date, Loan Group 4, if immediately prior to such Distribution Date the sum of the Class 4A-1, Class 4A-2 and Class 4A-B Principal Balances and the aggregate Component Principal Balance of the Class DA Group 4 and Class EX-PPP Loan Group 4 PO Components is greater than the aggregate Principal Balance of the Group 4 Loans; for any Distribution Date, Loan Group 5, if immediately prior to such Distribution Date the sum of the Class 5A and Class 5X-PPP Principal Balances and the aggregate Component Principal Balance of the Class DA Group 5 Components is greater than the aggregate Principal Balance of the Group 5 Loans.

Underwriter: WaMu Capital Corp.

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, a corporation, partnership or other entity created or organized in or under the laws of the United States, 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.

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.

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

WMB Loans: The Mortgage Loans identified on the Mortgage Loan Schedule as being serviced by Washington Mutual Bank.

WMB Servicing Fee: For each WMB Loan, the fee payable to the Servicer for servicing and advancing certain amounts with respect to such WMB Loan, equal to 1/12 of the product of (i) the Servicing Fee Rate for such WMB Loan and (ii) the outstanding Principal Balance of such WMB Loan. In addition, the Servicer will be paid, as additional servicing compensation, any prepayment penalty received on a WMB Loan that is not a Prepayment Premium, and any late charges, nonsufficient funds fees and other fees and charges collected on the WMB Loans.

ARTICLE II

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

Section 2.01.        Creation of the Trust.  The Trust was created pursuant to the Original Trust Agreement and is hereby continued. As set forth in the Original Trust Agreement, the Trust shall be known as “Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2007-OA3 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 III Assets, the REMIC IV Assets and the REMIC IV Regular Interests (other than the Class FX Certificates);

(ii)        to issue the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests, the REMIC IV Regular Interests, the Class R-1, Class R-2, Class R-3 and Class R-4 Residual Interests and the Certificates;