Click here for printer-friendly pdf version of this document with page breaks as indicated in the Table of Contents


If above link does not activate, you will find the duplicate printer-friendly pdf version of this document attached to this filing submission with the SEC.








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

	
 

	
-----

	
 

	
-----

	
 

	
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;



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



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



            LaSalle Bank National Association is hereby appointed as the trustee of the
Trust, to have all the rights, duties and obligations of the Trustee with respect to the Trust expressly set forth hereunder, and LaSalle Bank National Association hereby accepts such appointment and the trust created hereby.  Christiana Bank & Trust Company
is hereby appointed as the Delaware trustee of the Trust, to have all the rights, duties and obligations of the Delaware Trustee with respect to the Trust hereunder, and Christiana Bank & Trust Company hereby accepts such appointment and the trust created
hereby.  It is the intention of the Company, the Servicer, the Trustee and the Delaware Trustee that the Trust constitute a statutory trust under the Statutory Trust Statute, that this Agreement constitute the governing instrument of the Trust, and that this
Agreement amend and restate the Original Trust Agreement.  The parties hereto acknowledge and agree that, prior to the execution and delivery hereof, the Delaware Trustee has filed the Certificate of Trust.


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


On the Closing Date, the Company shall deposit in the Certificate Account (i) the amount of $4,168.25 (the “Initial Group 2 Servicing Fee Shortfall Deposit”), $21,276.97 (the
“Initial Group 3 Servicing Fee Shortfall Deposit”), $105,000.87 (the “Initial Group 4 Servicing Fee Shortfall Deposit”) and $35,328.61 (the “Initial Group 5 Servicing Fee Shortfall Deposit”), representing the
sum, with respect to each Mortgage Loan in Loan Group 2, Loan Group 3, Loan Group 4 and Loan Group 5, respectively, of the excess, if any, of the first month’s Servicing Fee for such Mortgage Loan over the first month’s interest accrued on such Mortgage
Loan, and (ii) the amount of $2,760,313.21 (the “Initial Interest Shortfall Deposit”), representing the excess of the aggregate Carryover Shortfall Amounts for the Certificates over the aggregate Carryover Shortfall Payments for the Certificates
for the first Distribution Date.



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



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



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



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



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



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



(vi)       confess a judgment against the Trust;



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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


None of the Trustee, the Delaware Trustee, the Company or the Servicer shall take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03.  Neither the Company
nor the Servicer shall direct the Trustee or the Delaware Trustee to take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03.



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


The Company does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust, without recourse, all the Company’s right, title and interest in and to the Mortgage Pool
Assets. In addition, the Company does hereby assign to the Trust, without recourse, the Company’s rights (as assignee of the rights of Washington Mutual Mortgage Securities Corp.) under the Countrywide Agreement with respect to the
servicing of the Countrywide Loans. The Trust, as payment of the purchase price of the Mortgage Pool Assets, shall, on the Closing Date, issue (i) the REMIC I Regular Interests and the Class R-1 Residual Interest to the Company and (ii) the REMIC II Regular
Interests and the Class R-2 Residual Interest to the Company. The (i) REMIC I Regular Interests and the Class R-1 Residual Interest and (ii) REMIC II Regular Interests and the Class R-2 Residual Interest shall together be a separate series of beneficial
interests in the assets of the Trust consisting of the Mortgage Pool Assets pursuant to Section 3806(b)(2) of the Statutory Trust Statute.


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


(a)        this Agreement shall constitute a security agreement;


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



(I)        The Mortgage Pool Assets;



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



(III)      All proceeds of the foregoing.


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



Section 2.05.        Delivery of Mortgage Files.


On the Closing Date, the Company shall deliver to and deposit with, or cause to be delivered to and deposited with, the Trustee the Mortgage Files, which shall at all times be identified in the records of
the Trustee as being held by or on behalf of the Trust.


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


The Trustee is authorized, with the Servicer’s consent, to appoint on behalf of the Trust any bank or trust company approved by each of the Company and the Servicer as Custodian of the documents or
instruments referred to in this Section 2.05 or in Section 2.12, and to enter into a Custodial Agreement for such purpose; provided, however, that the Trustee shall be and remain liable for the acts and omissions of any such Custodian to the extent (and only
to the extent) that it would have been liable for such acts and omissions hereunder had such acts and omissions been its own acts and omissions.  Any documents delivered by the Company or the Servicer to the Custodian, if any, shall be deemed to have been
delivered to the Trustee for all purposes hereunder; and any documents held by the Custodian, if any, shall be deemed to be held by the Trustee for all purposes hereunder. There shall be a written Custodial Agreement between the Trustee and each Custodian. Each
Custodial Agreement shall contain an acknowledgment by the Custodian that all Mortgage Pool Assets, Mortgage Files, and other documents and property held by it at any time are held by it for the benefit of the Trust. Each Custodial Agreement shall, if such reports
are required to be filed with the Commission as an exhibit to a Report on Form 10-K, require the Custodian (i) if determined by the Servicer to be a party participating in the servicing function within the meaning of Item 1122 of Regulation AB, to deliver to the
Servicer the report on assessment of compliance with applicable servicing criteria and the accounting firm’s attestation report described in Section 3.13(c) and (ii) if determined by the Servicer to meet the criteria in Item 1108(a)(2)(i) through (iii) of
Regulation AB, to deliver to the Servicer the statement of compliance described in Section 3.13(e).


On or promptly after the Closing Date, the Servicer shall cause the MERS® System to indicate that each WMB Loan that is a MERS Loan, if any, has been assigned to the Trustee or to the Trust, by
including in the MERS® System computer files (a) the code necessary to identify the Trustee and (b) the code necessary to identify the series of the Certificates issued in connection with such Mortgage Loans.  The Servicer shall not alter the codes
referenced in this paragraph with respect to any WMB Loan that is a MERS Loan during the term of this Agreement except in connection with an assignment of such MERS Loan or de-registration thereof from the MERS® System in accordance with the terms of this
Agreement.



Section 2.06.        REMIC Election for REMIC I and REMIC II.


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


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


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


The parties intend that the affairs of each of REMIC I and REMIC II shall constitute, and that the affairs of REMIC I shall be conducted so as to qualify each of REMIC I and REMIC II as a REMIC. In
furtherance of such intention, the Servicer shall, on behalf of each of REMIC I and REMIC II: (a) prepare and file, or cause to be prepared and filed, a federal tax return using a calendar year as the taxable year and using an accrual method of accounting for such
REMIC when and as required by the REMIC Provisions and other applicable federal income tax laws; (b) make an election, on behalf of the Trust, for each of REMIC I and REMIC II to be treated as a REMIC on the federal tax return of such REMIC I and REMIC II for its
first taxable year, in accordance with the REMIC Provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Holders of the REMIC I and REMIC II Regular Interests and the Class R-1 and Class R-2 Residual Interests and the Trustee, all
information reports as and when required to be provided to them in accordance with the REMIC Provisions, and make available the information necessary for the application of Section 860E(e) of the Code; (d) conduct the affairs of REMIC I at all times that any REMIC I
Regular Interests are outstanding so as to maintain the status of REMIC I as a REMIC under the REMIC Provisions and conduct the affairs of REMIC II at all times that any REMIC II Regular Interests are outstanding so as to maintain the status of REMIC II as a REMIC
under the REMIC Provisions; (e) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of either REMIC I or REMIC II; and (f) pay the amount of any federal prohibited transaction penalty taxes
imposed on REMIC I or REMIC II when and as the same shall be due and payable (but such obligation shall not prevent the Servicer from contesting any such tax in appropriate proceedings and shall not prevent the Servicer from withholding payment of such tax, if
permitted by law, pending the outcome of such proceedings).


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


In the event that a Mortgage Loan is discovered to have a defect which, had such defect been discovered before the startup day, would have prevented such Mortgage Loan from being a “qualified
mortgage” within the meaning of Section 860G(a)(3) of the Code, and the Seller does not repurchase such Mortgage Loan within 90 days of such date pursuant to Section 3.3 of the Mortgage Loan Purchase Agreement, the Servicer, on behalf of the Trust, shall within
90 days of the date such defect is discovered sell such Mortgage Loan at such price as the Servicer, in its sole discretion, determines to be the greatest price that will result in the purchase thereof within 90 days of such date, unless the Servicer delivers to the
Trustee an Opinion of Counsel to the effect that continuing to hold such Mortgage Loan will not adversely affect the status of the electing portion of REMIC I or REMIC II as a REMIC for federal income tax purposes.


In the event that the Servicer has paid any federal prohibited transaction penalty taxes imposed on REMIC I or REMIC II pursuant to clause (f) of the third preceding paragraph, the Trustee on behalf of the
Trust shall (unless the Servicer’s failure to exercise reasonable care was the primary cause of the imposition of such taxes) reimburse the Servicer or its agent, upon the written request of the Servicer, for such payment from amounts on deposit in the
Certificate Account in reduction of the REMIC I Available Distribution Amount or REMIC II Available Distribution Amount, as applicable, for the applicable Distribution Date.  In the event that any federal prohibited transaction penalty taxes are imposed on REMIC
I or REMIC II and not paid by the Servicer pursuant to clause (f) of the third preceding paragraph, the Trustee on behalf of the Trust shall pay such taxes from amounts on deposit in the Certificate Account in reduction of the REMIC I Available Distribution Amount or
REMIC II Available Distribution Amount, as applicable, for the applicable Distribution Date. The amount so reimbursed or paid pursuant to either of the immediately preceding two sentences shall be allocated as a loss to the Class R-1 Residual Interest or Class R-2
Residual Interest, as applicable, in reduction of the Class Principal Balance thereof.


Neither the Trustee nor the Tax Matters Person shall knowingly or intentionally take any action that would cause the termination of the REMIC status of REMIC I or REMIC II.



Section 2.07.        Acceptance by Trustee. The Trustee
acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents referred to in Section 2.05 above, but without having made the review required to be made within
45 days pursuant to this Section 2.07. The Trustee acknowledges that all Mortgage Pool Assets, Mortgage Files and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders of the Certificates. The
Trustee shall review each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in
clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 have been executed and received, and that such documents relate to
the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be
required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage
Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan.



If the Trustee finds any document or documents required to be included in the Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to
have been executed and received, the Trustee shall promptly so notify the Servicer. An exception report delivered by the Custodian to the Servicer pursuant to the Custodial Agreement shall be deemed to constitute such notice. Upon notice from the Trustee or the
Custodian that any document required to be included in the Mortgage File for a Mortgage Loan has not been executed and received, the Servicer shall promptly notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the
Seller’s obligation, pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4;
provided, however, that the Servicer shall not require or permit the Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of the Mortgage Loan Purchase Agreement more than two years after the Closing Date unless (a) such defect would cause the
Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), (b) such Mortgage Loan is in default, or default is in the judgment of the Servicer reasonably imminent, or (c) the Servicer, at the expense of the Seller, delivers to the
Trustee an Opinion of Counsel addressed to the Trust and the Trustee to the effect that the repurchase of such Mortgage Loan will not give rise to a tax on a prohibited transaction, as defined in Section 860F(a) of the Code; provided, further, that in the
event that such defect consists solely of the failure of the Seller to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the Seller of such defect and take
appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.3 of the Mortgage Loan Purchase Agreement, to comply with the procedure described in such Section 2.3.


In connection with the enforcement of the Seller’s repurchase or substitution obligation pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, the Servicer and the Trustee shall comply with
the additional provisions set forth in Section 2.10 hereof.



Section 2.08.        Representation and Warranty of the Company
Concerning the Mortgage Loans. The Company hereby represents and warrants to the Trust that, immediately upon the sale, transfer and assignment contemplated by Section 2.04, the Trust shall have good title to, and will be the sole legal owner of, each
Mortgage Loan, free and clear of any encumbrance or lien, other than (i) any lien arising before the Company’s purchase of the Mortgage Loan from the Seller and (ii) any lien arising under this Agreement.



The representation and warranty set forth in this Section 2.08 shall survive delivery of the respective Mortgage Files to the Trustee or the Custodian, as the case may be, and
shall continue throughout the term of this Agreement. Upon discovery by any of the Company, the Servicer or the Trustee of a breach of the foregoing representation and warranty which materially and adversely affects the value of the related Mortgage Loans or the
interests of the Trust in the related Mortgage Loans, the party discovering such breach shall give prompt written notice to the others. Within 90 days of its discovery or its receipt of notice of breach, the Company shall repurchase or substitute for the affected
Mortgage Loan or Mortgage Loans or any property acquired in respect thereof by the Trust, unless it has cured such breach in all material respects. Any such substitution shall be made within the three-month period commencing on the Closing Date (or within the
two-year period commencing on the Closing Date if the related Mortgage Loan is a “defective obligation” within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)). Any such repurchase shall be made at the
Repurchase Price; provided, however, that no Mortgage Loan shall be repurchased pursuant to this Section 2.08 unless (a) the Mortgage Loan to be repurchased is in default, or default is in the judgment of the Servicer reasonably imminent, or (b) the
Servicer, at the expense of the Company, delivers to the Trustee an Opinion of Counsel addressed to the Trust and the Trustee to the effect that the repurchase of such Mortgage Loan will not give rise to a tax on a prohibited transaction, as defined in Section
860F(a) of the Code. If such breach would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), then notwithstanding the previous sentence, the repurchase or substitution must occur within the sooner of (i) 90 days from
the date the defect was discovered or (ii) in the case of substitution, two years from the Closing Date.


Any number of Substitute Mortgage Loans may be substituted for any number of Reacquired Mortgage Loans, subject to the limitations described in the next sentence. With respect to the Mortgage Loans
substituted on any date, (i) the aggregate Principal Balance of the Substitute Mortgage Loans shall not exceed the aggregate Principal Balance of the Reacquired Mortgage Loans, (ii) each Substitute Mortgage Loan shall mature not more than one year later than, and not
more than two years before, the weighted average date of maturity of the Reacquired Mortgage Loans; provided, that the cumulative effect of all substitutions shall not cause the weighted average life (at the pricing speed) of any class of Certificates to increase by
more than the lesser of (x) five years or (y) 50% of its original weighted average life (at the pricing speed), (iii) the weighted average Current Loan-to-Value Ratio of the Substitute Mortgage Loans shall be equal to or less than the weighted average Current
Loan-to-Value Ratio of the Reacquired Mortgage Loans; provided, that no Substitute Mortgage Loan shall have a Current Loan-to-Value Ratio greater than 100% and (iv) each Substitute Mortgage Loan shall have a Mortgage Interest Rate on the date of substitution equal to
or no more than 1 percentage point greater than the weighted average Mortgage Interest Rate of the Reacquired Mortgage Loans and (v) each Substitute Mortgage Loan shall (1) have an initial Interest Rate Adjustment Date occurring on approximately the same date as, but
not earlier than, the weighted average initial Interest Rate Adjustment Date of the Reacquired Mortgage Loans and interest rate adjustments monthly thereafter, (2) have a Margin, Rate Floor and Rate Ceiling equal to or greater than the weighted average Margin, Rate
Floor and Rate Ceiling of the Reacquired Mortgage Loans, (3) have the same terms (other than the terms referenced in clauses (1) and (2) above) for adjusting the Mortgage Interest Rate as the Reacquired Mortgage Loans and (4) have the same Monthly Payment Adjustment
Terms as the Reacquired Mortgage Loans. In addition, a Substitute Mortgage Loan shall not be a High Cost Loan or Covered Loan (as such terms are defined in the Standard & Poor's LEVELS® Glossary in effect on the date of substitution, with such exceptions
thereto as the Company and S&P may reasonably agree). A Substitute Mortgage Loan may be substituted for a defective Mortgage Loan that is itself a Substitute Mortgage Loan.


In connection with the substitution of one or more Substitute Mortgage Loans for one or more Reacquired Mortgage Loans on any date, the Company shall pay to the Trust the Substitution Price for such
Reacquired Mortgage Loans, and such payment by the Company shall be treated in the same manner as proceeds of the repurchase by the Company of a Mortgage Loan pursuant to this Section 2.08.


With respect to each Substitute Mortgage Loan, the Company shall (a) deliver to and deposit with, or cause to be delivered to and deposited with, the Trustee or the Custodian on behalf of the Trust the
Mortgage File for such Substitute Mortgage Loan and (b) cause the Seller to enter into an agreement with the Trust and the Servicer pursuant to which, with respect to such Substitute Mortgage Loan, the Seller will (i) make, as of the date of substitution, each of the
representations and warranties that the Seller made pursuant to Section 3.1 of the Mortgage Loan Purchase Agreement with respect to the original Mortgage Loan (except that references to “Closing Date” or “Cut-off Date” in such Section 3.1
shall be changed to the applicable date of substitution), (ii) agree to deliver any missing Recording Documents with respect to such Substitute Mortgage Loan, and to repurchase or substitute for such Substitute Mortgage Loan in the event of the Seller’s failure
to deliver any document required to be included in such Mortgage File or in the event of the Seller’s material breach of any of such representations and warranties, upon the same terms as the Seller’s corresponding obligations with respect to the original
Mortgage Loan pursuant to Sections 2.3, 2.4 and 3.3 of the Mortgage Loan Purchase Agreement, and (iii) convey such Substitute Mortgage Loan to the Trust.


The Company shall pay all costs and expenses incurred in connection with any repurchase or substitution by the Company made pursuant to this Section 2.08.



With respect to each Mortgage Loan repurchased pursuant to this Section 2.08 and each Reacquired Mortgage Loan, the Company shall own and be entitled to receive all scheduled
payments due after the date of repurchase or substitution, as applicable, any Curtailments received in or after the calendar month of repurchase or substitution, as applicable, and any Payoffs received after the 14th day of the calendar month of repurchase or
substitution, as applicable; and with respect to each Substitute Mortgage Loan, the Company shall own and be entitled to receive all payments due under the related Mortgage Note on or before the date of substitution. Any such payments received by the Servicer shall
promptly be remitted by the Servicer to the Company. With respect to each Substitute Mortgage Loan, the Trust shall own and be entitled to receive all scheduled payments due after the date of substitution, any Curtailments received in or after the calendar month of
substitution, and any Payoffs received after the 14th day of the calendar month of substitution. Any such payments received by the Company shall promptly be remitted by the Company to the Servicer.


In connection with any repurchase or substitution by the Company made pursuant to this Section 2.08, the Servicer and the Trustee (to the extent of any obligations on its part) shall comply with the
additional provisions set forth in Section 2.10 hereof.



Section 2.09.        Representations and Warranties of the Seller
Concerning the Mortgage Loans. The Company hereby assigns to the Trust all of its rights under the Mortgage Loan Purchase Agreement, to the extent that the Mortgage Loan Purchase Agreement relates to the Mortgage Loans.


Upon discovery by any of the Company, the Servicer or the Trustee (in the case of the Trustee, having actual knowledge thereof) of a breach of any of the representations and warranties in respect of the
Mortgage Loan set forth in Section 3.1 of the Mortgage Loan Purchase Agreement (in the case of a breach of the representation set forth in clause (xxix) of such Section 3.1 thereof, determined as specified in Section 3.3(b) thereof) that materially and adversely
affects the value of the related Mortgage Loans or the interests of the Trust in the related Mortgage Loans, the party discovering such breach shall give prompt written notice to the others. Any breach of the representation set forth in clause (xxvii) or clause
(xxviii) of such Section 3.1 thereof shall be deemed to materially and adversely affect the value of the related Mortgage Loans or the interests of the Trust in the related Mortgage Loans. The Servicer shall promptly notify the Seller of such breach and take
appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 3.3 of the Mortgage Loan Purchase Agreement, to cure such breach in all material respects or repurchase or substitute for the affected Mortgage Loan or Mortgage
Loans or any property acquired in respect thereof, in accordance with and subject to the time limitations set forth in such Section 3.3; provided, however, that the Seller shall not be required or permitted to repurchase a Mortgage Loan pursuant to such
Section 3.3 thereof unless (a) such defect would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), (b) such Mortgage Loan is in default, or default is in the judgment of the Servicer reasonably imminent, or (c) the
Servicer, at the expense of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust and the Trustee to the effect that the purchase of such Mortgage Loan will not give rise to a tax on a prohibited transaction, as defined in Section 860F(a)
of the Code.


In connection with the enforcement of the Seller’s repurchase or substitution obligation pursuant to Section 3.3 of the Mortgage Loan Purchase Agreement, the Servicer and the Trustee shall comply with
the additional provisions set forth in Section 2.10 hereof.



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


The Servicer shall deposit or cause to be deposited in the Custodial Account for P&I (i) the Repurchase Price that it receives for each Mortgage Loan repurchased by the Company pursuant to Section 2.08
hereof, (ii) the Substitution Price that it receives in connection with each substitution for a Mortgage Loan by the Company pursuant to such Section 2.08, (iii) the Repurchase Price (as defined in the Mortgage Loan Purchase Agreement) that it receives for each
Mortgage Loan repurchased by the Seller pursuant to Section 2.4 or 3.3 of the Mortgage Loan Purchase Agreement and (iv) the Substitution Price (as defined in the Mortgage Loan Purchase Agreement) that it receives in connection with each substitution for a Mortgage
Loan by the Seller pursuant to such Section 2.4 or 3.3 thereof.


Upon receipt by the Trustee of written notification, signed by a Servicing Officer, of the deposit in the Custodial Account for P&I of the Repurchase Price or Substitution Price, as applicable, and (in
the case of a substitution for a Mortgage Loan) upon receipt by the Trustee of such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Trust title to any Substitute Mortgage Loan, the Trustee shall (or, if
applicable, shall cause the Custodian in accordance with the Custodial Agreement to) on behalf of the Trust release to the Company or the Seller, as applicable, or to such person’s designee, the Mortgage File for such Mortgage Loan and shall execute and deliver
(or, in the event that the Mortgage Files are held in the name of the Custodian, shall cause the Custodian in accordance with the Custodial Agreement to execute and deliver) on behalf of the Trust such instruments of transfer or assignment, in each case without
recourse, as shall be necessary to vest in such person or its designee or assignee title to any such Mortgage Loan. In furtherance of the foregoing, if such Mortgage Loan is a MERS Loan and as a result of the repurchase thereof or substitution therefor such Mortgage
Loan shall cease to be serviced by a servicer that is a member of MERS or if the Company or the Seller, as applicable, or such person’s assignee, shall so request, the Servicer shall cause MERS to execute and deliver an assignment of the Mortgage in recordable
form from MERS to such person or its assignee and shall cause the Mortgage Loan to be removed from registration on the MERS® System in accordance with MERS’ rules and procedures.


It is understood and agreed that the obligation of (a) the Seller, pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, to repurchase or substitute for any Mortgage Loan as to which a defect in
a constituent document exists, or (b) of the Seller or the Company, as applicable, pursuant to Section 3.3 of the Mortgage Loan Purchase Agreement or Section 2.8 hereof, to repurchase or substitute for any Mortgage Loan as to which a breach has occurred and is
continuing, shall constitute the sole remedy respecting such defect or breach available to the Trust or the Holders of the REMIC interests or the Certificates issued hereunder or the Trustee on behalf of such Holders.



Section 2.11.        Acknowledgment of Transfer of Mortgage Pool
Assets. The Trustee hereby  acknowledges and accepts on behalf of the Trust the transfer and assignment pursuant to Section 2.04 to the Trust of the Mortgage Pool Assets, but without having made the review required to be made within 45 days pursuant
to Section 2.07, and declares that as of the Closing Date it holds and shall hold any documents constituting a part of the Mortgage Pool Assets, and the Mortgage Pool Assets, as Trustee in trust, upon the trust herein set forth, for the use and benefit of all present
and future Holders of the Certificates.



Section 2.12.        Conveyance of REMIC III Assets; Security
Interest.  The Company does hereby irrevocably sell, transfer, assign, set over, and otherwise convey to the Trust, without recourse, all the Company’s right, title and interest in and to the REMIC III Assets. The Trust, as payment of the
purchase price of the REMIC III Assets, shall issue the REMIC III Regular Interests and the Class R-3 Residual Interest to the Company on the Closing Date. Pursuant to Section 3818 of the Statutory Trust Statute, the REMIC I and REMIC II Regular Interests shall not
be cancelled and shall be held as treasury interests owned by the Trust. The REMIC III Regular Interests and the Class R-3 Residual Interest shall together be a separate series of beneficial interests in the assets of the Trust consisting of the REMIC III Assets
pursuant to Section 3806(b)(2) of the Statutory Trust Statute.



            It is the express intent of the parties hereto that the conveyance of the
REMIC III Assets to the Trust by the Company as provided in this Section 2.12 be, and be construed as, an absolute sale of the REMIC III Assets. It is, further, not the intention of the parties that such conveyance be deemed the grant of a security interest in the
REMIC III Assets by the Company to the Trust to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the REMIC III Assets are held to be the property of the Company, or if for any other reason this
Agreement is held or deemed to create a security interest in the REMIC III Assets, then


(a)        this Agreement shall constitute a security agreement;


(b)        the conveyance provided for in this Section 2.12 shall be deemed to be a grant by the Company to the Trust of, and the Company hereby grants to the Trust, to
secure all of the Company’s obligations hereunder, a security interest in all of the Company’s right, title, and interest, whether now owned or hereafter acquired, in and to:



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



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



(III)      All proceeds of the foregoing.


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



Section 2.13.        REMIC Election for REMIC III.


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


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


The regular interests (as set forth in the table contained in the Preliminary Statement hereto) relating to REMIC III are hereby designated as “regular interests” in REMIC III for purposes of
Section 860G(a)(1) of the Code. The Class R-3 Residual Interest is hereby designated as the sole class of “residual interest” in REMIC III for purposes of Section 860G(a)(2) of the Code.


The parties intend that the affairs of REMIC III shall constitute, and that the affairs of REMIC III shall be conducted so as to qualify it as, a REMIC. In furtherance of such intention, the Servicer shall,
on behalf of REMIC III: (a) prepare and file, or cause to be prepared and filed, a federal tax return using a calendar year as the taxable year for REMIC III when and as required by the REMIC provisions and other applicable federal income tax laws; (b) make an
election, on behalf of REMIC III, to be treated as a REMIC on the federal tax return of REMIC III for its first taxable year, in accordance with the REMIC provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Holders of the REMIC III
Regular Interests and the Class R-3 Residual Interest all information reports as and when required to be provided to them in accordance with the REMIC provisions; (d) conduct the affairs of REMIC III at all times that any of the REMIC III Regular Interests are
outstanding so as to maintain the status of REMIC III as a REMIC under the REMIC provisions; (e) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of REMIC III; and (f) pay the amount of any
federal prohibited transaction penalty taxes imposed on REMIC III when and as the same shall be due and payable (but such obligation shall not prevent the Servicer or any other appropriate person from contesting any such tax in appropriate proceedings and shall not
prevent the Servicer from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).


In the event that the Servicer has paid any federal prohibited transaction penalty taxes imposed on REMIC III pursuant to clause (f) of the immediately preceding paragraph, the Trustee on behalf of the
Trust shall (unless the Servicer’s failure to exercise reasonable care was the primary cause of the imposition of such taxes) reimburse the Servicer, upon the written request of the Servicer, for such payment from amounts on deposit in the Certificate Account
in reduction of the REMIC III Available Distribution Amount for the applicable Distribution Date.  In the event that any federal prohibited transaction penalty taxes are imposed on REMIC III and not paid by the Servicer pursuant to clause (f) of the immediately
preceding paragraph, the Trustee on behalf of the Trust shall pay such taxes from amounts on deposit in the Certificate Account in reduction of the REMIC III Available Distribution Amount for the applicable Distribution Date. The amount so reimbursed or paid pursuant
to either of the immediately preceding two sentences shall be allocated as a loss to the Class R-3 Residual Interest, in reduction of the Class Principal Balance thereof.


Neither the Trustee nor the Tax Matters Person shall knowingly or intentionally take any action that would cause the termination of the REMIC status of REMIC III.



Section 2.14.        Acknowledgement of Transfer of REMIC III
Assets. The Trustee hereby acknowledges and accepts on behalf of the Trust the assignment to the Trust pursuant to Section 2.12 of the REMIC III Assets and declares that as of the Closing Date it holds and shall hold any documents constituting a part of
the REMIC III Assets, and the REMIC III Assets, as Trustee in trust, upon the trust herein set forth, for the use and benefit of all present and future Holders of the Certificates.



Section 2.15.        Conveyance of REMIC IV Assets; Security
Interest.  The Company does hereby irrevocably sell, transfer, assign, set over, and otherwise convey to the Trust, without recourse, all the Company’s right, title and interest in and to the REMIC IV Assets. The Trust, as payment of the
purchase price of the REMIC IV Assets, shall (i) issue the REMIC IV Regular Interests (other than the Class FX Certificates) and the Class R-4 Residual Interest to the Company on the Closing Date and (ii) shall issue the Class FX Certificates to the Company or the
Company’s designee on the Closing Date in Authorized Denominations. Pursuant to Section 3818 of the Statutory Trust Statute, the REMIC III Regular Interests shall not be cancelled and shall be held as treasury interests owned by the Trust. The REMIC IV Regular
Interests and the Class R-4 Residual Interest shall together be a separate series of beneficial interests in the assets of the Trust consisting of the REMIC IV Assets pursuant to Section 3806(b)(2) of the Statutory Trust Statute.



            It is the express intent of the parties hereto that the conveyance of the
REMIC IV Assets to the Trust by the Company as provided in this Section 2.15 be, and be construed as, an absolute sale of the REMIC IV Assets. It is, further, not the intention of the parties that such conveyance be deemed the grant of a security interest in the
REMIC IV Assets by the Company to the Trust to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the REMIC IV Assets are held to be the property of the Company, or if for any other reason this
Agreement is held or deemed to create a security interest in the REMIC IV Assets, then


(a)        this Agreement shall constitute a security agreement;


(b)        the conveyance provided for in this Section 2.15 shall be deemed to be a grant by the Company to the Trust of, and the Company hereby grants to the Trust, to
secure all of the Company’s obligations hereunder, a security interest in all of the Company’s right, title, and interest, whether now owned or hereafter acquired, in and to:



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



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



(III)      All proceeds of the foregoing.



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



Section 2.16.        REMIC Election for REMIC IV.


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


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


The regular interests (as set forth in the table contained in the Preliminary Statement hereto) relating to REMIC IV are hereby designated as “regular interests” in REMIC IV for purposes of
Section 860G(a)(1) of the Code. The Class R-4 Residual Interest is hereby designated as the sole class of “residual interest” in REMIC IV for purposes of Section 860G(a)(2) of the Code.


The parties intend that the affairs of REMIC IV shall constitute, and that the affairs of REMIC IV shall be conducted so as to qualify it as, a REMIC. In furtherance of such intention, the Servicer shall,
on behalf of REMIC IV: (a) prepare and file, or cause to be prepared and filed, a federal tax return using a calendar year as the taxable year for REMIC IV when and as required by the REMIC provisions and other applicable federal income tax laws; (b) make an
election, on behalf of REMIC IV, to be treated as a REMIC on the federal tax return of REMIC IV for its first taxable year, in accordance with the REMIC provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders all
information reports as and when required to be provided to them in accordance with the REMIC provisions (which information reports, in the case of each Class of Certificates (other than the Class CX-1, Class CX-2-PPP, Class EX-PPP, Class FX and Class 5X-PPP
Certificates), shall reflect the respective amounts of interest that are to be treated as having been (i) received by such Class from REMIC IV and (ii) received by such Class from the Class CX-1, Class CX-2-PPP, Class EX-PPP and Class 5X-PPP Certificates outside of
REMIC IV pursuant to Section 2.23, and which information reports, in the case of the Class CX-1, Class CX-2-PPP, Class EX-PPP and Class 5X-PPP Certificates, shall reflect the respective amounts of interest that are to be treated as having been (i) received by such
Class from REMIC IV and (ii) paid by such Class to the applicable Class or Classes of other Certificates outside of REMIC IV pursuant to Section 2.23); (d) conduct the affairs of REMIC IV at all times that any of the Certificates are outstanding so as to maintain the
status of REMIC IV as a REMIC under the REMIC provisions; (e) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of REMIC IV; and (f) pay the amount of any federal prohibited transaction
penalty taxes imposed on REMIC IV when and as the same shall be due and payable (but such obligation shall not prevent the Servicer or any other appropriate person from contesting any such tax in appropriate proceedings and shall not prevent the Servicer from
withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).


In the event that the Servicer has paid any federal prohibited transaction penalty taxes imposed on REMIC IV pursuant to clause (f) of the immediately preceding paragraph, the Trustee on behalf of the Trust
shall (unless the Servicer’s failure to exercise reasonable care was the primary cause of the imposition of such taxes) reimburse the Servicer, upon the written request of the Servicer, for such payment from amounts on deposit in the Certificate Account in
reduction of the REMIC IV Available Distribution Amount for the applicable Distribution Date.  In the event that any federal prohibited transaction penalty taxes are imposed on REMIC IV and not paid by the Servicer pursuant to clause (f) of the immediately
preceding paragraph, the Trustee on behalf of the Trust shall pay such taxes from amounts on deposit in the Certificate Account in reduction of the REMIC IV Available Distribution Amount for the applicable Distribution Date. The amount so reimbursed or paid pursuant
to either of the immediately preceding two sentences shall be allocated as a loss to the Class R-4 Residual Interest, in reduction of the Class Principal Balance thereof.


Neither the Trustee nor the Tax Matters Person shall knowingly or intentionally take any action that would cause the termination of the REMIC status of REMIC IV.



Section 2.17.        Acknowledgement of Transfer of REMIC IV
Assets. The Trustee hereby acknowledges and accepts on behalf of the Trust the assignment to the Trust pursuant to Section 2.15 of the REMIC IV Assets and declares that as of the Closing Date it holds and shall hold any documents constituting a part of the
REMIC IV Assets, and the REMIC IV Assets, as Trustee in trust, upon the trust herein set forth, for the use and benefit of all present and future Holders of the Certificates.



Section 2.18.        Conveyance of Conveyed REMIC IV Regular
Interests; Security Interest. The Company does hereby irrevocably sell, transfer, assign, set over, and otherwise convey to the Trust, without recourse, all the Company’s right, title and interest in and to the REMIC IV Regular Interests (other than
the Class FX Certificates) (the “Conveyed REMIC IV Regular Interests”). The Trust, as payment of the purchase price of the Conveyed REMIC IV Regular Interests, shall issue the Certificates (other than the Class FX Certificates) to the Company or
the Company’s designee on the Closing Date in Authorized Denominations. Pursuant to Section 3818 of the Statutory Trust Statute, the Conveyed REMIC IV Regular Interests shall not be cancelled and shall be held as treasury interests owned by the Trust. The
Certificates (other than the Class FX and Class R Certificates) shall together be a separate series of beneficial interests in the assets of the Trust consisting of the Conveyed REMIC IV Regular Interests and the Assigned Prepayment Premiums pursuant to Section
3806(b)(2) of the Statutory Trust Statute.



            It is the express intent of the parties hereto that the conveyance of the
Conveyed REMIC IV Regular Interests to the Trust by the Company as provided in this Section 2.18 be, and be construed as, an absolute sale of the Conveyed REMIC IV Regular Interests. It is, further, not the intention of the parties that such conveyance be deemed the
grant of a security interest in the Conveyed REMIC IV Regular Interests by the Company to the Trust to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the Conveyed REMIC IV Regular Interests are
held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the Conveyed REMIC IV Regular Interests, then


(a)        this Agreement shall constitute a security agreement;


(b)        the conveyance provided for in this Section 2.18 shall be deemed to be a grant by the Company to the Trust of, and the Company hereby grants to the Trust, to
secure all of the Company’s obligations hereunder, a security interest in all of the Company’s right, title, and interest, whether now owned or hereafter acquired, in and to:



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



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



(III)      All proceeds of the foregoing.



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



Section 2.19.        Acknowledgement of Transfer of Conveyed REMIC
IV Regular Interests. The Trustee hereby acknowledges and accepts on behalf of the Trust the assignment to the Trust pursuant to Section 2.18 of the Conveyed REMIC IV Regular Interests and declares that as of the Closing Date it holds and shall hold any
documents constituting a part of the Conveyed REMIC IV Regular Interests, and the Conveyed REMIC IV Regular Interests, as Trustee in trust, upon the trust herein set forth, for the use and benefit of all present and future Holders of the Certificates.



Section 2.20.        Legal Title. Legal title to all
assets of the Trust shall be vested at all times in the Trust as a separate legal entity.



Section 2.21.        Compliance with ERISA
Requirements. For purposes of ensuring compliance with the requirements of the “underwriter’s exemption” (U.S. Department of Labor Prohibited Transaction Exemption 2007-05, 72 Fed. Reg. 13130 (March 20, 2007)), issued under ERISA, and for
the avoidance of any doubt as to the applicability of other provisions of this Agreement, to the fullest extent permitted by applicable law and except as contemplated by this Agreement, the Trust shall not be a party to any merger, consolidation or reorganization, or
liquidate or sell its assets.



Section 2.22.        Additional Representation Concerning the
Mortgage Loans. Based on the Seller’s obligation, pursuant to Section 3.3 of the Mortgage Loan Purchase Agreement, to repurchase or substitute for the affected Mortgage Loan in the event of a breach of the representation set forth in clauses (xxvii)
or (xxviii) of such Section 3.3 thereof, the parties hereto agree and understand that it is not intended for the Mortgage Pool to include any Mortgage Loan that is a “high-cost home loan” as defined under the New Jersey Home Ownership Security Act of
2002, the New Mexico Home Loan Protection Act, the Massachusetts Predatory Home Loan Practices Act or the Indiana Home Loan Practices Act (Indiana Code, Section 24-9 et seq.).



Section 2.23.        Distributions to Certificates Outside of
REMIC IV. For tax purposes, for any Distribution Date for which a distribution has been made to any Class of Class 1A, Class 2A, Class CA-1B, Class CA-1C or Group L-B Certificates pursuant to the second paragraph of Section 4.05(a), such Class shall be
treated as (i) having received the portion of the REMIC IV Available Distribution Amount distributed to the Corresponding Class of REMIC IV Regular Interests for such Distribution Date and (ii) having received from the related Class X Certificates, outside of REMIC
IV, the distribution pursuant to the second paragraph of Section 4.05(a).  For tax purposes, for any such Distribution Date, each Class of Class CX-1 and Class CX-2-PPP Certificates shall be treated as (i) having received the portion of the REMIC IV
Available Distribution Amount distributed to the Corresponding Class of REMIC IV Regular Interests for such Distribution Date and (ii) having paid to the applicable Class or Classes of Class 1A, Class 2A, Class CA-1B, Class CA-1C or Group L-B Certificates, outside of
REMIC IV, the applicable portion of the Carryover Shortfall Payments for such Classes.  For tax purposes, for any Distribution Date for which a distribution has been made to any Class of Class 3A, Class 4A-1, Class 4A-2, Class 4A-B, Class 5A, Class DA-1B, Class
DA-1C or Group M-B Certificates pursuant to the fifth paragraph of Section 4.05(a), such Class shall be treated as (i) having received the portion of the REMIC IV Available Distribution Amount distributed to the Corresponding Class of REMIC IV Regular Interests for
such Distribution Date and (ii) having received from the related Class X Certificates, outside of REMIC IV, the distribution pursuant to the fifth paragraph of Section 4.05(a).  For tax purposes, for any such Distribution Date, each Class of Class EX-PPP and
Class 5X-PPP Certificates shall be treated as (i) having received the portion of the REMIC IV Available Distribution Amount distributed to the Corresponding Class of REMIC IV Regular Interests for such Distribution Date and (ii) having paid to the applicable
Class or Classes of Class 3A, Class 4A-1, Class 4A-2, Class 4A-B, Class 5A, Class DA-1B, Class DA-1C or Group M-B Certificates, outside of REMIC IV, the applicable portion of the Carryover Shortfall Payments for such Classes.




ARTICLE III



Administration and Servicing of Mortgage Loans



Section 3.01.        The Servicer.  Washington
Mutual Bank shall act as Servicer to service and administer the WMB Loans on behalf of the Trust in accordance with the terms hereof, consistent with prudent mortgage loan servicing practices and (unless inconsistent with prudent mortgage loan servicing practices) in
the same manner in which, and with the same care, skill, prudence and diligence with which, it services and administers similar mortgage loans for other portfolios, and shall have full power and authority to do or cause to be done any and all things in connection
with such servicing and administration which a prudent servicer of mortgage loans would do under similar circumstances, including, without limitation, the power and authority to bring actions and defend the Mortgage Pool Assets on behalf of the Trust in order to
enforce the terms of the Mortgage Notes.  In addition, with respect to the Countrywide Loans, the Servicer shall, on behalf of the Trust, take such actions as are required or permitted to be taken by the Trust as assignee of the rights of the Company (as
assignee of the rights of Washington Mutual Mortgage Securities Corp.) under the Countrywide Agreement with respect to the servicing of the Countrywide Loans (including, without limitation, making requests or demands or giving consents to Countrywide, and receiving
notices from Countrywide), in the same manner in which, and with the same care, skill, prudence and diligence with which, it exercises such rights and performs such obligations under similar agreements, and shall have full power and authority to do or cause to be
done any and all things in connection therewith which a prudent person would do under similar circumstances. In addition, with respect to the Countrywide Loans, the Servicer shall perform its obligations under the fifth paragraph of this Section 3.01 and the fourth
paragraph of Section 3.09. The Servicer may perform its servicing responsibilities through subservicers or other agents or independent contractors, but shall not thereby be released from any of its responsibilities hereunder and the Servicer shall diligently pursue
all of its rights against such subservicers or other agents or independent contractors; provided, however, that the Servicer shall, if such reports are required to be filed with the Commission as an exhibit to a Report on Form 10-K, (i) cause each such party,
if determined by the Servicer to be a party participating in the servicing function within the meaning of Item 1122 of Regulation AB, to deliver to the Servicer the report on assessment of compliance with applicable servicing criteria and the accounting firm’s
attestation report described in Section 3.13(c) and (ii) cause each such party, if determined by the Servicer to meet the criteria in Item 1108(a)(2)(i) through (iii) of Regulation AB, to deliver to the Servicer the statement of compliance described in Section
3.13(e).


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


Consistent with the foregoing, the Servicer may, in accordance with prudent mortgage loan servicing practices and subject to Section 3.20, (i) waive or cause to be waived any assumption fee or late payment
charge in connection with the prepayment of any WMB Loan and (ii) only upon determining that the coverage of any applicable insurance policy or guaranty related to a WMB Loan will not be materially adversely affected, arrange a schedule, running for no more than 180
days after the first delinquent Due Date, for payment of any delinquent installment on any Mortgage Note related to a WMB Loan or for the liquidation of delinquent items.


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


The Servicer shall not consent, pursuant to the second sentence of Section 11.01 of the Countrywide Servicing Addendum, to any modification with respect to any Countrywide Loan that would both constitute a
sale or exchange of such Countrywide Loan within the meaning of Section 1001 of the Code (including any proposed, temporary or final regulations promulgated thereunder) (other than in connection with a proposed conveyance or assumption of such Countrywide Loan that
is treated as a Principal Prepayment or in a default situation) and cause any REMIC to fail to qualify as such under the Code. The Servicer shall not consent, pursuant to the second sentence of Section 11.01 of the Countrywide Servicing Addendum, to any modification
with respect to any Countrywide Loan that would release the lien of the related Mortgaged Property, grant an easement thereon in favor of another Person, or involve any alteration or demolition of the related Mortgaged Property or other similar matters unless it has
determined, exercising its good faith business judgment in the same manner as it would if it were the owner of the related Countrywide Loan, that the security for, and the timely and full collectability of, such Countrywide Loan would not be adversely affected
thereby and that REMIC I, REMIC II, REMIC III and REMIC IV would not fail to continue to qualify as REMICs under the Code as a result thereof and that no tax on “prohibited transactions” or “contributions” after the startup day would be
imposed on any REMIC as a result thereof.


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


The Servicer shall obtain (to the extent generally commercially available) and maintain fidelity bond and errors and omissions coverage acceptable to Fannie Mae or Freddie Mac with respect to its
obligations under this Agreement.  The Servicer shall establish escrow accounts for, or pay when due (by means of an advance), any tax liens in connection with the Mortgaged Properties related to the WMB Loans and premiums with respect to any insurance required
to be maintained by the Servicer under Section 3.06 and 3.07, to the extent that such amounts are not paid by the Mortgagors when due and to the extent that any such payment would not constitute a Nonrecoverable WMB Advance when made.


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



Section 3.02.        The Custodial Accounts for P&I and
Buydown Fund Accounts. The Servicer shall establish and maintain the Custodial Accounts for P&I and shall deposit or cause to be deposited therein within 48 hours of receipt the following amounts received or advanced by the Servicer with respect to the
WMB Loans (or, in the case of clause (v) below, with respect to all of the Mortgage Loans):



(i)         all scheduled payments of principal;



(ii)        all scheduled payments of interest, net of the WMB Servicing Fees (to the extent not applied to
pay WMB Compensating Interest);



(iii)       all Curtailments and Payoffs;



(iv)       all Insurance Proceeds (except Insurance Proceeds required for the restoration or repair of the related
Mortgaged Property, which shall be retained by the Servicer in an escrow account established for such purpose and maintained in an Eligible Institution, and which may, at the Servicer’s option, be invested in Eligible Investments), Liquidation Proceeds, Excess
Liquidation Proceeds and Subsequent Recoveries;



(v)        all Repurchase Proceeds; and



(vi)       (a) all Prepayment Premiums collected on the WMB Loans, (b) all payments made by the Servicer in
respect of Prepayment Premiums pursuant to Section 3.20 and (c) all payments received by the Servicer from the Seller in respect of Prepayment Premiums pursuant to Section 3.4 of the Mortgage Loan Purchase Agreement.


The Servicer shall not be required to deposit or cause to be deposited in the Custodial Accounts for P&I the additional servicing compensation described in the second sentence of the definition of
“WMB Servicing Fee.”


In the event that Buydown Funds have been provided with respect to any WMB Loan, the Servicer shall deposit such Buydown Funds in Buydown Fund Accounts established and maintained by the Servicer.


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


The aggregate amount deposited in a Custodial Account for P&I on any date pursuant to this Section 3.02 may be net of any amounts permitted to be withdrawn by the Servicer from such account on such date
pursuant to Section 3.05.


The Servicer hereby undertakes to assure remittance to the Certificate Account of all amounts (i) relating to the WMB Loans that have been collected by the Servicer or (ii) relating to the Countrywide Loans
that have been deposited by Countrywide in the Investment Account, and that are due to the Certificate Account pursuant to Section 4.01 of this Agreement.


Funds held in the Custodial Account for P&I may, at the Servicer’s option, be invested in (i) one or more Eligible Investments which shall in no event mature later than the Business Day prior to
the Distribution Date on which such funds are required to be distributed to pursuant to Article IV (except if such Eligible Investments are obligations of the institution acting as the Trustee, in which case such Eligible Investments may mature on such Distribution
Date), or (ii) such other investments as shall be required to maintain the Ratings.



Section 3.03.        The Investment Account; Eligible
Investments.


(a)        The Servicer shall direct Countrywide to deposit in the Investment Account the amounts required to be distributed by Countrywide on each Remittance Date (as
defined in the Countrywide Agreement) pursuant to Section 11.17 of the Countrywide Servicing Addendum.


(b)        At its option, the Servicer may invest funds withdrawn from the Custodial Accounts for P&I or the Buydown Fund Accounts for its own account and at its own
risk, during any period prior to their deposit in the Certificate Account pursuant to Section 3.04. Funds so withdrawn shall immediately be deposited by the Servicer with the Investment Depository in the Investment Account in the name of the Servicer for investment
only as set forth in this Section 3.03. At its option, the Servicer may also invest, as set forth in this Section 3.03, amounts deposited by Countrywide in the Investment Account for its own account and at its own risk, during any period prior to their deposit in the
Certificate Account pursuant to Section 3.04. The Servicer shall bear any and all losses incurred on any investments made with funds on deposit in the Investment Account and shall be paid all gains realized on such investments (except Payoff Earnings on WMB Loans to
the extent applied to pay Compensating Interest) as additional servicing compensation.


(c)        Funds held in the Investment Account shall be invested in (i) one or more Eligible Investments which shall in no event mature later than the Business Day prior
to the Distribution Date on which such funds are required to be distributed pursuant to Article IV (except if such Eligible Investments are obligations of the institution acting as the Trustee, in which case such Eligible Investments may mature on such Distribution
Date), or (ii) such other investments as shall be required to maintain the Ratings.



Section 3.04.        The Certificate Account.


(a)        On or prior to the Closing Date, the Trustee shall establish or cause to be established the Certificate Account. Promptly after the Closing Date, the Trustee
shall communicate to the Servicer the account number and wiring instructions for the Certificate Account.


(b)        Not later than the Business Day prior to each Distribution Date, the Servicer shall direct the Investment Depository to withdraw from the Investment Account and
deposit in the Certificate Account (or, in the event any such amounts have not been deposited in the Investment Account, the Servicer shall withdraw from the Custodial Accounts for P&I or the Buydown Fund Accounts, as applicable, and deposit in the Certificate
Account) the following amounts (in each case, net of any amounts that the Servicer is entitled to withdraw from the Custodial Accounts for P&I pursuant to Section 3.05(a)(i) through (v)):



(i)                  Scheduled
installments of principal and interest on the WMB Loans received by the Servicer which were due on or before the related Due Date;



(ii)                Payoffs on WMB Loans
received by the Servicer during the related Payoff Period, with interest to the date of Payoff;



(iii)               Curtailments, Insurance Proceeds
(except Insurance Proceeds required for the restoration or repair of the related Mortgaged Property), Liquidation Proceeds, Excess Liquidation Proceeds and Subsequent Recoveries with respect to WMB Loans, and Repurchase Proceeds with respect to any Mortgage Loans,
received by the Servicer during the Prior Period;



(iv)              the Assigned Prepayment Premiums for all
Loan Groups for such Distribution Date;



(v)                any Monthly P&I Advance
required to be made by the Servicer for such Distribution Date;



(vi)              amounts deposited in the Investment
Account by Countrywide on the immediately preceding Remittance Date (as defined in the Countrywide Agreement) pursuant to Section 11.17 of the Countrywide Servicing Addendum;



(vii)             amounts paid by the Servicer in connection
with the exercise of its option to terminate this Agreement pursuant to Section 9.01; and



(viii)           any other amounts required to be distributed from the
Certificate Account on such Distribution Date pursuant to Article IV (other than amounts, if any, to be deposited in the Certificate Account by the Trustee pursuant to clause (c) of this Section 3.04).


(c)        [Reserved.]


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



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


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



(i)                  To reimburse
itself for the following amounts advanced
by the Servicer,
to the extent that such amounts have not been previously reimbursed or otherwise
recovered by the Servicer:  (a) Monthly P&I Advances made pursuant to Section 4.02, (b)
amounts advanced with respect to the payment of taxes pursuant to the sixth paragraph of
Section 3.01, (c) amounts advanced to maintain any required insurance pursuant to Sections 3.06 and 3.07 and (d) amounts expended by or for the account of the Servicer
pursuant to Section 3.09 in connection with foreclosure or bankruptcy proceedings or the maintenance or restoration of Mortgaged Properties,such right to reimbursement pursuant to this paragraph (i) being limited to amounts (including late Monthly Payments, Insurance
Proceeds and Liquidation Proceeds) received on the particular WMB Loan with respect to which such advances were made;



(ii)                To reimburse itself for
amounts  
advanced by the Servicer that the Servicer has determined to be Nonrecoverable
WMB Advances, such right to reimbursement pursuant to this paragraph (ii) being limited to amounts received on any WMB Loan;



(iii)               To pay to itself the sum of the
WMB Servicing Fees and any Payoff Interest (net of WMB Compensating Interest reduced by Payoff Earnings) for the related Distribution Date;



(iv)              To pay to itself the amount of any
reinvestment earnings deposited or earned in the Investment Account or the Certificate Account (reduced by the lesser of Payoff Earnings and WMB Compensating Interest for the related Distribution Date);



(v)                To pay to the Seller any
proceeds deposited by Countrywide in the Investment Account with respect to a Countrywide Loan that was repurchased by Countrywide pursuant to the Countrywide Agreement, to the extent not applied in satisfaction of the Seller’s obligation to repurchase such
Countrywide Loan pursuant to the Mortgage Loan Purchase Agreement;



(vi)              To reimburse itself or the Company for
expenses incurred by and reimbursable to it or the Company pursuant to Section 6.03;



(vii)             To pay on behalf of the Trust any Special
Primary Insurance Premium payable by the Trust pursuant to Section 4.05(a); provided, the Servicer shall give written notice thereof to the Trustee prior to noon New York City time two Business Days prior to the applicable Distribution Date;



(viii)           To make any deposit, required or permitted hereunder, of
withdrawn funds to the Investment Account or the Certificate Account; and



after making or providing for the above withdrawals and after the withdrawals described in Article IV have been made by the
Trustee



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


Since, in connection with withdrawals pursuant to Section 3.05(a)(i), the Servicer’s entitlement thereto is limited to collections or other recoveries on the related WMB Loan, the Servicer shall keep
and maintain, separate accounting for each WMB Loan, for the purpose of justifying any such withdrawals.


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



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



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



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



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


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



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


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



Section 3.07.        Maintenance of Hazard
Insurance.  The Servicer shall cause to be maintained for each WMB Loan (other than a Cooperative Loan) hazard insurance with extended coverage in an amount that is at least equal to the lesser of (i) the unpaid principal balance (or, if less, the
original principal balance) of such WMB Loan and (ii) the amount necessary to fully compensate for any damage or loss to the improvements on the Mortgaged Property on a replacement cost basis, but in either case not less than the amount necessary to avoid the
application of any co-insurance clause contained in the hazard insurance policy.  The Servicer shall also require hazard insurance with extended coverage in a comparable amount on property acquired upon foreclosure, or deed in lieu of foreclosure, of any WMB
Loan (other than a Cooperative Loan). Any amounts collected under any such policies (other than amounts to be applied to the restoration or repair of the related Mortgaged Property) shall be deposited into the Custodial Account for P&I, subject to withdrawal
pursuant to Section 3.03 and Section 3.05. Any unreimbursed costs incurred in maintaining any insurance described in this Section 3.07 shall be recoverable as an advance by the Servicer pursuant to Section 3.05(a). Such insurance shall be with insurers approved by
the Servicer or Fannie Mae or Freddie Mac. Other additional insurance may be required of a Mortgagor related to a WMB Loan pursuant to such applicable laws and regulations as shall at any time be in force and as shall require such additional insurance. Where any part
of any improvement to the Mortgaged Property related to a WMB Loan (other than a Mortgaged Property secured by a Cooperative Loan) is located in a federally designated special flood hazard area and in a community which participates in the National Flood Insurance
Program at the time of origination of the related WMB Loan, the Servicer shall cause flood insurance to be provided. The hazard insurance coverage required by this Section 3.07 may be met with blanket policies providing protection equivalent to individual policies
otherwise required.  The Servicer agrees to present, or cause to be presented, on behalf of and for the benefit of the Trust, claims under the hazard insurance policy respecting any WMB Loan, and in this regard to take such reasonable actions as shall be
necessary to permit recovery under such policy.



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


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



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



The Servicer may enter into one or more special servicing agreements with a Lowest Class B Owner, subject to each Rating Agency’s acknowledgment that the Ratings of the
Certificates in effect immediately prior to the entering into of such agreement would not be qualified, downgraded or withdrawn and the Certificates would not be placed on credit review status (except for possible upgrading) as a result of such agreement.  Any
such agreement may contain provisions whereby such Lowest Class B Owner may (a) instruct the Servicer to commence or delay foreclosure proceedings with respect to delinquent WMB Loans, provided that the Lowest Class B Owner deposits a specified amount of cash with
the Servicer that will be available for distribution to Certificateholders if Liquidation Proceeds are less than they otherwise may have been had the Servicer acted pursuant to its normal servicing procedures, (b) purchase such delinquent WMB Loans from the Trust
immediately prior to the commencement of foreclosure proceedings at a price equal to the aggregate outstanding Principal Balance of such WMB Loans plus accrued interest thereon at the applicable Mortgage Interest Rate through the last day of the month in which such
WMB Loans are purchased plus any unreimbursed advances made by the Servicer hereunder; and/or (c) assume all of the servicing rights and obligations with respect to such delinquent WMB Loans so long as (i) the Servicer has the right to transfer the servicing rights
and obligations of such WMB Loans to another servicer and (ii) such Lowest Class B Owner will service such WMB Loans in accordance with the terms of this Agreement; provided, however, that no such agreement will relieve the Servicer of any of its obligations
hereunder.


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


If ongoing reports delivered by Countrywide and received by the Servicer pursuant to the fourth paragraph of Section 11.13 of the Countrywide Servicing Addendum indicate that any Mortgaged Property acquired
by Countrywide by foreclosure or deed in lieu of foreclosure is not likely to be disposed of within three years after its acquisition by Countrywide, then the Servicer shall file with the Internal Revenue Servicer, not later than 90 days before the end of such
three-year period, a request for an extension of such three-year period for foreclosure property.


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



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



Section 3.11.        Compensation to the Servicer. As
compensation for its activities hereunder, the Servicer shall be entitled to receive from the accounts listed in Section 3.05(a) the amounts provided for by Section 3.05(a)(iii). In addition, the Servicer shall be entitled to be paid, as additional servicing
compensation, (i) 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, (ii) to the extent provided in Section 3.03, all gains realized on
investments of funds held in the Investment Account and (iii) all gains realized on investments of funds held in the Certificate Account. The Servicer shall be required to pay all expenses incurred by it in connection with its activities hereunder and shall not be
entitled to reimbursement therefor, except as specifically provided herein.



Section 3.12.        
[Reserved.]



Section 3.13.        Reports on Assessment of Compliance with
Servicing Criteria and Servicing Compliance Statements. The Servicer shall, on or before the 90th day following each December 31 after the Cut-Off Date, deliver to the Company and the Trustee, and, if required, file with the Commission as an exhibit to a
Report on Form 10-K filed on behalf of the Trust, the following documents:



(a)        a report on its assessment of compliance during the preceding calendar year with all applicable servicing criteria set forth in Item
1122(d) of Regulation AB with respect to asset-backed securities transactions taken as a whole involving the Servicer that are backed by assets of the same type as the Mortgage Loans, as required by Item 1122 of Regulation AB;



(b)        with respect to the assessment report described in clause (a) above, a report by a registered public accounting firm that attests to,
and reports on, the assessment made by the Servicer, as required by Item 1122 of Regulation AB;



(c)        with respect to each subservicer or other agent or independent contractor through which the Servicer performs any of its servicing
responsibilities hereunder and each Custodian, in each case, if determined by the Servicer to be a party participating in the servicing function within the meaning of Item 1122 of Regulation AB, (i) a report prepared by such party on its assessment of compliance
during the preceding calendar year with all applicable servicing criteria set forth in Item 1122(d) of Regulation AB with respect to asset-backed securities transactions taken as a whole involving such party that are backed by assets of the same type as the Mortgage
Loans and (ii) a report by a registered public accounting firm that attests to, and reports on, such assessment, each as required by Item 1122 of Regulation AB;



(d)        the assessment report and public accounting firm’s attestation report delivered by the Trustee under Section 8.18 (if required
to be delivered by the Trustee under such Section 8.18); and



(e)        a statement of compliance from the Servicer, and a similar statement from each subservicer or other agent or independent contractor
through which the Servicer performs any of its servicing responsibilities hereunder and from each Custodian, in each case, if determined by the Servicer to meet the criteria in Item 1108(a)(2)(i) through (iii) of Regulation AB, as required by Item 1123 of Regulation
AB, signed by an authorized officer, to the effect that:



(i)         a review of the Servicer’s (or, in the case of a statement from any such other party, such other
party’s) activities during the preceding calendar year (or the applicable portion thereof in the case of the initial statement) and of its performance under this Agreement (or the servicing agreement applicable to such other party) has been made under such
officer’s supervision; and



(ii)        to the best of such officer’s knowledge, based on such review, the Servicer (or such other party) has
fulfilled all of its obligations under this Agreement (or the servicing agreement applicable to such other party) in all material respects throughout the preceding calendar year (or the applicable portion thereof) or, if there has been a failure to fulfill any such
obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof;



provided, however, that the Servicer shall not be required to deliver the documents described in clauses (c) and (d), and in clause (e) with respect
to any subservicer or other agent or independent contractor, or any Custodian, if such reports are not required to be filed with the Commission as an exhibit to a Report on Form 10-K.



Copies of such reports and statements shall be provided by the Servicer, or by the Trustee (solely to the extent that such copies are available to the Trustee) at
the expense of the Servicer, to Certificateholders upon request.



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



Section 3.15.        [Reserved.].



Section 3.16.        
[Reserved.]



Section 3.17.        
[Reserved.]



Section 3.18.        
[Reserved.]



Section 3.19.         
Determination of LIBOR by Servicer.


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


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



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



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


(A)       LIBOR as determined on the previous LIBOR Determination Date and


(B)       the Reserve Interest Rate.



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


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


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



(iii)       If on any LIBOR Determination Date the Servicer is required but is unable to determine the Reserve Interest Rate in the manner provided in
paragraph (ii) above, LIBOR for the next interest accrual period shall be LIBOR as determined on the preceding LIBOR Determination Date).



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


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



Section 3.20.         
Assigned Prepayment Premiums.



(a)        Notwithstanding anything in this Agreement to the contrary, in the event of a voluntary Payoff of a WMB Loan, the Servicer may not
waive any Prepayment Premium or portion thereof required by the terms of the related Mortgage Note:



(1)        unless the related WMB Loan is in default or default is foreseeable and such waiver (i) is standard and customary in
servicing mortgage loans similar to the WMB Loans and (ii) would, in the reasonable judgment of the Servicer, maximize recovery of total proceeds taking into account the value of such Prepayment Premium and the related WMB Loan,



(2)        unless (i) the enforceability thereof is limited due to acceleration in connection with a foreclosure or other
involuntary payment or (ii) the enforceability is otherwise limited or prohibited by applicable law,



(3)        unless the enforceability would be considered “predatory” pursuant to written guidelines issued by any
applicable federal, state or local authority having jurisdiction over such matters,



(4)        unless the Servicer is unable to locate documentation sufficient to allow it to confirm the existence and amount of such
Prepayment Premium after using commercially reasonable efforts to locate such documentation, which efforts shall include, but are not limited to, seeking such documentation from the Company, the Custodian and from its own records or files,



(5)        unless (i) the Mortgage Loan was originated by the Servicer or an affiliate thereof and (ii) the Mortgagor sells the
Mortgaged Property and obtains a new mortgage loan originated and serviced by the Servicer to purchase another property, provided that the prepayment is made no earlier than one year after origination,



(6)        unless (i) the Mortgage Loan was originated by the Servicer or an affiliate thereof and (ii) the Payoff is made on a
WMB Loan with a prepayment penalty term greater than 12 months and is made using the proceeds of another mortgage loan originated by the Servicer within 90 days of the end of the prepayment penalty term, if such mortgage loan qualifies under the Servicer’s then
current policies for the administration of prepayment penalties for mortgage loans of the same type as the WMB Loan that the Servicer administers for its own account,



(7)        unless the prepayments consists of accrued but unpaid interest that has been added to the Principal Balance of a WMB
Loan as a result of negative amortization or



(8)        unless the WMB Loan is subject to the Relief Act at the time of such Payoff.



            (b)        If the Servicer has waived all or a portion of a
Prepayment Premium relating to a voluntary Payoff on a WMB Loan, in compliance with Section 3.20(a), then the Class CX-2-PPP Certificateholders shall not be entitled to the amounts waived.



(c)        Upon discovery by the Servicer, the Company or the Trustee (in the case of the Trustee, having actual knowledge thereof) of a breach
of any provision of Section 3.20(a), which materially and adversely affects the Holders of the Class CX-2-PPP Certificates, the party discovering such breach shall give prompt written notice to the other parties.  Within 60 days of the earlier of discovery by
the Servicer, the Company or the Trustee, as applicable, of such breach, the Servicer shall cure such breach in all material respects or, if the breach cannot be cured, shall deposit, or cause to be deposited, to the Custodial Account for P&I the amount of each
impermissibly waived Prepayment Premium (less any amount collected from the Mortgagor in respect to such Prepayment Premium); provided, however, that the Servicer shall not be obligated to deposit the amount of any impermissibly waived Prepayment
Premium if the failure to collect such amount is the direct result of inaccurate or incomplete information related to the Prepayment Premium in effect at such time.



(d)        Upon discovery by the Servicer, the Company or the Trustee (in the case of the Trustee, having actual knowledge thereof) of a breach
by the Seller of any of the representations and warranties set forth in Section 3.4(b) of the Mortgage Loan Purchase Agreement, which materially and adversely affects the Holders of the Class CX-2-PPP Certificates, the party discovering such breach shall give prompt
written notice to the other parties.  The Servicer shall promptly notify the Seller of such breach and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 3.4(c) of the Mortgage Loan Purchase Agreement, to
pay to the Trust the amount of each Prepayment Premium that would have been collected had each such representation and warranty referred to in this paragraph been true (less any amount collected from the related Mortgagor with respect to such Prepayment Premium). The
Servicer shall deposit, or cause to be deposited, to the Custodial Account for P&I within 48 hours or receipt the amounts so received from the Seller.



Section 3.21.         
Additional Servicer Covenants.



(a)        Notwithstanding anything in this Agreement to the contrary, the Servicer shall not collect any fee or premium otherwise required to
be paid by the Mortgagor upon prepayment of a Group 1 Loan or Group 3 that is a WMB Loan in any instance when the mortgage debt is accelerated as a result of the Mortgagor’s payment default.



(b)        With respect to each Group 1 Loan or Group 3 Loan that is a WMB Loan, the Servicer shall furnish, or cause to be furnished,
information regarding the borrower credit file related to such Mortgage Loan to credit reporting agencies in compliance with the provisions of the Fair Credit Reporting Act and the applicable implementing regulations.




ARTICLE IV



Payments to Certificateholders; Payment of Expenses



Section 4.01.        Distributions to Holders of REMIC I and REMIC
II Regular Interests and Class R-1 and Class R-2 Residual Interests.  On each Distribution Date, the Trustee (or any duly appointed paying agent) on behalf of the Trust (i) shall be deemed to have distributed from the Certificate Account the REMIC I
Distribution Amount to the Holders of the REMIC I Regular Interests, and to have deposited such amounts for their benefit into the Certificate Account, (ii) from the Certificate Account shall distribute to the Class R Certificateholders, in accordance with the
written statement received from the Servicer pursuant to Section 4.02(b), the sum of (a) the Groups 1-2 Excess Liquidation Proceeds and (b) the amounts to be distributed to the Holders of the Class R-1 Residual Interest pursuant to the definition of “REMIC I
Distribution Amount” for such Distribution Date, (iii) shall be deemed to have distributed from the Certificate Account the REMIC II Distribution Amount to the Holders of the REMIC II Regular Interests, and to have deposited such amounts for their benefit into
the Certificate Account and (iv) from the Certificate Account shall distribute to the Class R Certificateholders, in accordance with the written statement received from the Servicer pursuant to Section 4.02(b), the sum of (a) the Groups 3-5 Excess Liquidation
Proceeds and (b) the amounts to be distributed to the Holders of the Class R-2 Residual Interest pursuant to the definition of “REMIC II Distribution Amount” for such Distribution Date.  Amounts distributed pursuant to clauses (ii) and (iv) above
shall be distributed by wire transfer in immediately available funds for the account of each Class R Certificateholder, or by any other means of payment acceptable to each Class R Certificateholder of record on the immediately preceding Record Date (other than as
provided in Section 9.01 respecting the final distribution), as specified by each such Certificateholder and at the address of such Holder appearing in the Certificate Register.  Notwithstanding any other provision of this Agreement, no actual distributions
pursuant to clauses (i) and (iii) of this Section 4.01 shall be made on account of the deemed distributions described in this paragraph except in the event of a liquidation of REMIC IV and not REMIC I or REMIC II.



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


(a)        To the extent described below, the Servicer is obligated to advance its own funds to the Custodial Account for P&I, or apply funds held in the Custodial
Account for P&I for future distribution, to cover any shortfall between (i) Minimum Monthly Payments scheduled to be received in respect of the WMB Loans and (ii) the amounts actually received; provided that, with respect to any WMB Loan that is a Balloon
Loan that is delinquent on its maturity date, the Servicer will not be required to advance the related balloon payment but will be required to continue to make advances in accordance with this Section 4.02 with respect to such Balloon Loan in an amount equal to one
month’s interest on the unpaid principal balance at the applicable Pass-Through Rate for each Distribution Date to the extent the Servicer deems such amount to be recoverable.  The Servicer’s obligation to make any advance or advances described in
this Section 4.02 is effective only to the extent that such advance is, in the good faith judgment of the Servicer made not later than the second Business Day prior to each Distribution Date, reimbursable from Insurance Proceeds or Liquidation Proceeds of the related
WMB Loans or recoverable as late Minimum Monthly Payments with respect to the related WMB Loans or otherwise.


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


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


(b)        Prior to noon New York City time two Business Days prior to each Distribution Date, the Servicer shall provide (x) the Trustee and (y) the Company with a
statement in writing of:



(A)       the following information with respect to the Certificates: 



(1) the total amount of (i) interest, (ii) scheduled principal, (iii) Principal Prepayments, (iv) Liquidation Proceeds and Insurance Proceeds, (v) Subsequent Recoveries and (vi)
Repurchase Proceeds to be distributed to the Certificates on such Distribution Date;



(2) the amount, as applicable, of (i) interest, (ii) principal, (iii) Excess Liquidation Proceeds and (iv) the Residual Distribution Amount to be distributed to each Class of
Certificates on such Distribution Date;



(3) the amount of (i) Realized Losses (after giving effect to any reduction thereof by application of any Cumulative Carry-Forward Subsequent Recoveries Amount), (ii) Uncompensated
Interest Shortfall and (iii) Net Negative Amortization Amounts to be allocated to each Class of Certificates on such Distribution Date; 



(4) the applicable Class Principal Balance before and after giving effect to such distributions and allocations;



(5) for each applicable Class of Certificates, any portion of the Carryover Shortfall Amount for such Class remaining after distributions on such Distribution Date; and



(6) the Assigned Prepayment Premiums to be distributed to the Class CX-2-PPP, Class EX-PPP and Class 5X-PPP Certificates on such Distribution Date; and



(B)       the following information with respect to the Mortgage Loans:



(1)        the number and aggregate Principal Balance of the Mortgage Loans before and after giving effect to the distributions on such
Distribution Date. in each case, by Loan Group;



(2)        the number and aggregate Principal Balance of the Mortgage Loans delinquent one, two and three months or more, in each case, by Loan
Group;



(3)        the number and aggregate Principal Balance of the Mortgage Loans with respect to which foreclosure proceedings have been initiated, in
each case, by Loan Group;



(4)        the number and aggregate Principal Balance of Mortgage Loans with respect to which the related Mortgaged Properties have been acquired
through foreclosure, deed in lieu of foreclosure or otherwise, in each case, by Loan Group; and



(5)        any Monthly P&I Advance made by the Servicer or Monthly Advances (as defined in the Countrywide Agreement) made by Countrywide for
such Distribution Date.



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



Section 4.04.        Distributions to Holders of REMIC III Regular
Interests and Class R-3 Residual Interest. On each Distribution Date, the Trustee (or any duly appointed paying agent) on behalf of the Trust (i) shall be deemed to have distributed from the Certificate Account the REMIC III Distribution Amount to the
Holders of the REMIC III Regular Interests, and to have deposited such amounts for their benefit into the Certificate Account and (ii) from the Certificate Account shall distribute to the Class R Certificateholders, in accordance with the written statement received
from the Servicer pursuant to Section 4.02(b), the amounts to be distributed to the Holders of the Class R-3 Residual Interest pursuant to the definition of “REMIC III Distribution Amount” for such Distribution Date.  Amounts distributed pursuant to
clause (ii) above shall be distributed by wire transfer in immediately available funds for the account of each Class R Certificateholder, or by any other means of payment acceptable to each Class R Certificateholder of record on the immediately preceding Record Date
(other than as provided in Section 9.01 respecting the final distribution), as specified by each such Certificateholder and at the address of such Holder appearing in the Certificate Register.  Notwithstanding any other provision of this Agreement, no actual
distributions pursuant to clause (i) of this Section 4.04 shall be made on account of the deemed distributions described in this paragraph except in the event of a liquidation of REMIC IV and not REMIC III.



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


(a)        On each Distribution Date, the Trustee (or any duly appointed paying agent) on behalf of the Trust (i) shall, subject to Section 3.05(a)(vi), withdraw from the
Certificate Account any Special Primary Insurance Premium payable on such Distribution Date and pay such amount to the insurer under the applicable Special Primary Insurance Policy in accordance with the Servicer’s instructions, (ii) shall be deemed to have
distributed from the Certificate Account the applicable portion of the REMIC IV Distribution Amount to the Holders of the REMIC IV Regular Interests (other than the Class FX Certificates), and to have deposited such amounts for their benefit into the Certificate
Account, (iii) from the Certificate Account shall (A) distribute to the Class R Certificateholders the amounts to be distributed to the Holders of the Class R-4 Residual Interest and (B) distribute to the Class FX Certificateholders the amounts to be distributed to
such Holders, in each case, pursuant to the definition of “REMIC IV Distribution Amount” for such Distribution Date and (iv) shall withdraw from the Certificate Account the applicable portion of the REMIC IV Available Distribution Amount for such
Distribution Date and distribute, from the amount so withdrawn, to the extent of thereof, to each Class of Certificates (other than the Class R, Class CX-2-PPP, Class EX-PPP and Class 5X-PPP Certificates) the amount deemed to have been distributed pursuant to clause
(ii) above to its Corresponding Class.


Notwithstanding the immediately preceding paragraph, the Trustee (or any duly appointed paying agent) shall on behalf of the Trust, on each Distribution Date, from the amounts otherwise distributable as
interest to the Class CX-1 and Class CX-2-PPP Certificates on such Distribution Date pursuant to the immediately preceding paragraph (pro rata according to such amounts otherwise distributable as interest), distribute, to the extent thereof, to the Holders of each
Class of Class 1A, Class 2A, Class CA-1B, Class CA-1C and Group L-B Certificates, the Carryover Shortfall Payment, if any, for each such Class.


Each Holder of a Class CX-1 and Class CX-2-PPP Certificate is deemed to have accepted the terms for payment of the Carryover Shortfall Payments to the Holders of the Class 1A, Class 2A, Class CA-1B, Class
CA-1C and Group L-B Certificates pursuant to the second paragraph of this Section 4.05(a) and the provisions of Section 2.23.  Each Holder of a Class 1A, Class 2A, Class CA-1B, Class CA-1C, Group L-B or Class CX-1 or Class CX-2-PPP Certificate is deemed, by
acceptance of such Certificate, to have accepted the provisions of Section 2.23.


Furthermore, on each Distribution Date, the Trustee shall on behalf of the Trust withdraw from the Certificate Account and distribute to the Holders of the Class CX-2-PPP Certificates, the Assigned
Prepayment Premiums for Loan Group 1 and Loan Group 2 for such Distribution Date.


Notwithstanding the fourth preceding paragraph, the Trustee (or any duly appointed paying agent) shall on behalf of the Trust, on each Distribution Date, from the amounts otherwise distributable as interest
to the Class EX-PPP and Class 5X-PPP Certificates on such Distribution Date pursuant to the immediately preceding paragraph (pro rata according to such amounts otherwise distributable as interest), distribute, to the extent thereof, to the Holders of each Class of
Class 3A, Class 4A-1, Class 4A-2, Class 4A-B, Class 5A, Class DA-1B, Class DA-1C and Group M-B Certificates, the Carryover Shortfall Payment, if any, for each such Class.


Each Holder of a Class EX-PPP and Class 5X-PPP Certificate is deemed to have accepted the terms for payment of the Carryover Shortfall Payments to the Holders of the Class 3A, Class 4A-1, Class 4A-2, Class
4A-B, Class 5A, Class DA-1B, Class DA-1C and Group M-B Certificates pursuant to the fifth paragraph of this Section 4.05(a) and the provisions of Section 2.23.  Each Holder of a Class 3A, Class 4A-1, Class 4A-2, Class 4A-B, Class 5A, Class DA-1B, Class DA-1C,
Group M-B or Class EX-PPP or Class 5X-PPP Certificate is deemed, by acceptance of such Certificate, to have accepted the provisions of Section 2.23.


Furthermore, on each Distribution Date, the Trustee shall on behalf of the Trust withdraw from the Certificate Account and distribute to the (i) Holders of the Class EX-PPP Certificates, the Assigned
Prepayment Premiums for Loan Group 3 and Loan Group 4 for such Distribution Date and (ii) Holders of the Class 5X-PPP Certificates, the Assigned Prepayment Premiums for Loan Group 5 for such Distribution Date.



The net distributions to the Certificates pursuant to this Section 4.05(a) shall be made in accordance with the written statement received from the Servicer pursuant to
Section 4.02(b) and without any responsibility on the part of the Trustee to recalculate, verify or confirm the information in such statement.  Any Special Primary Insurance Premiums distributed pursuant to clause (i) of the first paragraph of this Section
4.05(a) shall be distributed by any method specified in the respective Special Primary Insurance Policy as directed by the related insurer to the Servicer (and by the Servicer to the Trustee).  Amounts distributed to the Certificateholders pursuant to this
Section 4.05(a) shall be distributed by wire transfer in immediately available funds for the account of, or by check mailed to, each such Certificateholder of record on the immediately preceding Record Date (other than as provided in Section 9.01 respecting the final
distribution), as specified by each such Certificateholder and at the address of such Holder appearing in the Certificate Register. 


(b)        All reductions in the Certificate Principal Balance of a Certificate effected by distributions of principal and all allocations of Realized Losses made on any
Distribution Date shall be binding upon all Holders of such Certificate and of any Certificate issued upon the registration of transfer or exchange therefor or in lieu thereof, whether or not such distribution is noted on such Certificate. The final distribution of
principal of each Certificate (and the final distribution upon the Class R Certificates upon (i) the termination of REMIC I, REMIC II, REMIC III and REMIC IV and (ii) the payment, or making provision for payment, of all liabilities of the Trust) shall be payable in
the manner provided above only upon presentation and surrender thereof on or after the Distribution Date therefor at the office or agency of the Certificate Registrar specified in the notice delivered pursuant to Section 4.05(c)(ii) and Section 9.01(b).


(c)        Whenever, on the basis of Curtailments, Payoffs and Minimum Monthly Payments on the Mortgage Loans and Insurance Proceeds and Liquidation Proceeds received and
expected to be received during the Payoff Period, the Servicer believes that the entire remaining unpaid Class Principal Balance of any Class of Certificates will become distributable on the next Distribution Date, the Servicer shall so notify the Trustee no later
than the 16th day of the month of such Distribution Date, and the Trustee shall, upon receipt of such notice, no later than the 18th day of the month of such Distribution Date, mail or cause to be mailed to each Person in whose name a Certificate to be so retired is
registered at the close of business on the Record Date and to the Rating Agencies a notice to the effect that:



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



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



Section 4.06.        Statements to Certificateholders.
With each distribution from the Certificate Account on a Distribution Date, the Trustee shall make available to each Rating Agency and each Certificateholder the statement required by Section 4.02(b).  The Trustee may make available such statement and certain
other information, including, without limitation, information required to be provided by the Trustee pursuant to Section 3.13, to Certificateholders through the Trustee’s Corporate Trust home page on the world wide web. Such web page is currently located at
“www.etrustee.net”. The location of such web page and the procedures used therein are subject to change from time to time at the Trustee’s discretion.



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



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




ARTICLE V



The Certificates



Section 5.01.        The Certificates.


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


(b)        The following definitions apply for purposes of this Section 5.01: “Disqualified Organization” means any Person which is not a Permitted
Transferee, but does not include any “Pass-Through Entity” which owns or holds a Residual Certificate and of which a Disqualified Organization, directly or indirectly, may be a stockholder, partner or beneficiary; “Pass-Through Entity”
means any regulated investment company, real estate investment trust, common trust fund, partnership, trust or estate, and any organization to which Section 1381 of the Code applies; “Ownership Interest” means, with respect to any Residual
Certificate, any ownership or security interest in such Residual Certificate, including any interest in a Residual Certificate as the Holder thereof and any other interest therein whether direct or indirect, legal or beneficial, as owner or as pledgee;
“Transfer” means any direct or indirect transfer or sale of, or directly or indirectly transferring or selling any Ownership Interest in a Residual Certificate; and “Transferee” means any Person who is acquiring by Transfer any
Ownership Interest in a Residual Certificate.


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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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


(d)        (1)        In the case of any Residual Certificate presented for registration in the name of any Person, the Trustee shall
require (i) a Transferee Affidavit and Agreement which includes the representation set forth in paragraph 19 of the form attached hereto as Exhibit J and (ii) only if the representation set forth in such paragraph 19 indicates that a Benefit Plan Opinion is delivered
in connection therewith, a Benefit Plan Opinion.



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



(3)        Notwithstanding the foregoing, a certification (and, if applicable, a Benefit Plan Opinion) as described in Section 5.01(d)(2) above
will not be required with respect to the transfer of any ERISA Super Restricted Certificate to a Clearing Agency, or for any subsequent transfer of any interest in a ERISA Super Restricted Certificate for so long as such Certificate is a Book-Entry Certificate (each
such ERISA Super Restricted Certificate, a “Book-Entry ERISA Super Restricted Certificate”).  Any transferee of a Book-Entry ERISA Super Restricted Certificate will be deemed to have represented, by virtue of its acquisition or holding of such
Certificate (or interest therein), that either (i) such transferee is not a Plan Investor or (ii) such transferee is a Complying Insurance Company.



(4)        If any Book-Entry ERISA Super Restricted Certificate (or any interest therein) is acquired or held in violation of the provisions of
Section 5.01(g)(3) above, then the last preceding transferee that either (i) is not a Plan Investor or (ii) is a Complying Insurance Company shall be restored, to the extent permitted by law, to all rights and obligations as Beneficial Holder thereof retroactive to
the date of transfer of such Certificate by such preceding transferee.  Neither the Trust nor the Trustee shall be under any liability to any Person for making any payments due on such Certificate to such preceding transferee.



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


(e)        [Reserved.]


(f)         (1)        No transfer, sale, pledge or other disposition of a Junior Subordinate Certificate shall be made unless such
transfer, sale, pledge or other disposition is made in accordance with this Section 5.01(f).  Each Person who, at any time, acquires any ownership interest in any Junior Subordinate Certificate shall be deemed by the acceptance or acquisition of such ownership
interest to have agreed to be bound by the following provisions of this Section 5.01(f). To effectuate a transfer of a Junior Subordinate Certificate in accordance with this Section 5.01(f), either such transfer shall be made pursuant to an effective registration
statement under the Securities Act or the proposed transferee of such Certificate shall provide the Trustee and the Company with an investment letter substantially in the form of Exhibit L attached hereto, which investment letter shall not be an expense of the Trust,
the Trustee, the Delaware Trustee or the Company, and which investment letter states that, among other things, such transferee (i) is a “qualified institutional buyer” as defined under Rule 144A, acting for its own account or the accounts of other
“qualified institutional buyers” as defined under Rule 144A, and (ii) is aware that the proposed transferor intends to rely on the exemption from registration requirements under the Securities Act provided by Rule 144A. Notwithstanding the foregoing, the
proposed transferee of such Certificate shall not be required to provide the Trustee or the Company with Annex 1 or Annex 2 to the form of Exhibit L attached hereto if the Company so consents prior to each such transfer. Such transfers shall be deemed to have
complied with the requirements of this Section 5.01(f). The Holder of a Certificate desiring to effect such transfer does hereby agree to indemnify the Trust, the Trustee, the Delaware Trustee, the Servicer, the Company, and the Certificate Registrar against any
liability that may result if transfer is not made in accordance with this Agreement.



(2)        Notwithstanding the foregoing, an investment letter as described in Section 5.01(f)(1) above will not be required with respect to the
transfer of any Junior Subordinate Certificate to a Clearing Agency, or for any subsequent transfer of any interest in a Book-Entry Junior Subordinate Certificate (as defined in Section 5.01(d)(3)).  Any transferee of a Book-Entry Junior Subordinate Certificate
will be deemed to have represented, by virtue of its acquisition or holding of such Certificate (or interest therein), that such transferee meets the requirements set forth in Exhibit L attached hereto.



(3)        If any Book-Entry Junior Subordinate Certificate (or any interest therein) is acquired or held in violation of the provisions of
Section 5.01(f)(2) above, then the last preceding transferee meets the requirements set forth in Exhibit L attached hereto shall be restored, to the extent permitted by law, to all rights and obligations as Beneficial Holder thereof retroactive to the date of
transfer of such Certificate by such preceding transferee.  Neither the Trust nor the Trustee shall be under any liability to any Person for making any payments due on such Certificate to such preceding transferee.



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


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



(2)        Notwithstanding the foregoing, a certification (and, if applicable, a Benefit Plan Opinion) as described in Section 5.01(g)(1) above
will not be required with respect to the transfer of any ERISA Restricted Certificate to a Clearing Agency, or for any subsequent transfer of any interest in a ERISA Restricted Certificate for so long as such Certificate is a Book-Entry Certificate (each such ERISA
Restricted Certificate, a “Book-Entry ERISA Restricted Certificate”).  Any transferee of a Book-Entry ERISA Restricted Certificate will be deemed to have represented, by virtue of its acquisition or holding of such Certificate (or interest
therein), that either (i) such transferee is not a Plan Investor, (ii) such transferee is a Complying Insurance Company or (iii) such Certificate was rated “BBB-” or better (or its equivalent) by at least one of the Rating Agencies at the time of such
transferee’s acquisition of such Certificate (or interest therein).



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



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


(h)        (1)        In the case of any Class CX-2-PPP, Class EX-PPP or Class 5X-PPP Certificate presented for registration in the name
of any Person, the prospective transferee shall be required to provide the Trustee and the Company (A) an officer’s certificate substantially in the form of Exhibit P attached hereto acceptable to and in form and substance satisfactory to the Trustee and the
Company, which officer’s certificate shall not be an expense of the Trust, the Servicer, the Trustee, the Delaware Trustee or the Company, and (B) only if such officer’s certificate indicates that a Benefit Plan Opinion is delivered in connection
therewith, a Benefit Plan Opinion.



(2)        Notwithstanding the foregoing, a certification (and, if applicable, a Benefit Plan Opinion) as described in Section 5.01(h)(1) above
will not be required with respect to the transfer of any Class CX-2-PPP, Class EX-PPP or Class 5X-PPP Certificate to a Clearing Agency, or for any subsequent transfer of any interest in a Class CX-2-PPP, Class EX-PPP or Class 5X-PPP Certificate, as applicable, for so
long as such Certificate is a Book-Entry Certificate (each such Class CX-2-PPP Certificate, a “Book-Entry Class CX-2-PPP Certificate”, each such Class EX-PPP Certificate, a “Book-Entry Class EX-PPP Certificate” and each such
Class 5X-PPP Certificate, a “Book-Entry Class 5X-PPP Certificate”).  Any transferee of a Book-Entry CX-2-PPP Certificate, a Book-Entry EX-PPP Certificate or a Book-Entry 5X-PPP Certificate will be deemed to have represented, by virtue of its
acquisition or holding of such Certificate (or interest therein), that such transferee is not a Plan Investor.



(3)        If any Book-Entry Class CX-2-PPP Certificate (or any interest therein), any Book-Entry Class EX-PPP Certificate (or any interest
therein) or any Book-Entry Class 5X-PPP Certificate (or any interest therein) is acquired or held in violation of the provisions of Section 5.01(h)(2) above, then the last preceding transferee that is not a Plan Investor shall be restored, to the extent permitted by
law, to all rights and obligations as Beneficial Holder thereof retroactive to the date of transfer of such Certificate by such preceding transferee.  Neither the Trust nor the Trustee shall be under any liability to any Person for making any payments due on
such Certificate to such preceding transferee.



(4)        Any purported Beneficial Holder whose acquisition or holding of any Book-Entry Class CX-2-PPP Certificate (or interest therein),
Book-Entry Class EX-PPP Certificate (or interest therein) or Book-Entry Class 5X-PPP Certificate (or interest therein) was effected in violation of the restrictions in this Section 5.01(h) shall indemnify and hold harmless the Company, the Trustee, the Delaware
Trustee, the Servicer, the Trust and each Underwriter from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding.



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



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


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


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


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



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



Section 5.05.        Persons Deemed Owners. The
Company, the Servicer, the Trust, the Trustee, the Delaware Trustee and any agent of any of them may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions pursuant to Section 4.01,
Section 4.04 and Section 4.05 and for all other purposes whatsoever, and none of the Company, the Servicer, the Trust, the Trustee, the Delaware Trustee, the Certificate Registrar or any agent thereof shall be affected by notice to the contrary.



Section 5.06.        [Reserved.] 



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



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


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



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



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



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



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


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



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



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



Section 5.10.        Office for Transfer of
Certificates. The Trustee on behalf of the Trust shall maintain an office or agency where Certificates may be surrendered for registration of transfer or exchange. The Corporate Trust Office is initially designated for said purposes.



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




ARTICLE VI



The Company and the Servicer



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



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



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



Section 6.04.        Neither the Company nor the Servicer May
Resign. Neither the Company nor the Servicer shall resign from its respective obligations and duties hereby imposed on it, as applicable, except upon determination by the Company or the Servicer that its respective duties hereunder are no longer
permissible under applicable law.  Any such determination permitting the resignation of the Company or the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. No such resignation shall become effective until the Trustee
or a successor Servicer shall have assumed the Servicer’s responsibilities and obligations in accordance with Section 7.02 hereof.


The Servicer shall give prompt written notice to the Company of any information received by the Servicer which affects or relates to an ongoing obligation or right of the Company under this
Agreement.



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




ARTICLE VII



Default



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



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



(ii)                Failure on the part of the
Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Servicer contained in the Certificates or in this Agreement (including, without limitation, its covenants and agreements as successor to
Countrywide, if it has been so appointed under Section 7.02(c) or (d)) which continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Trustee,
or to the Servicer and the Trustee by the Holders of Certificates evidencing Percentage Interests aggregating not less than 25%; or



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



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



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



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


then, and in each and every such case, so long as an Event of Default shall not have been remedied, either the Trustee or the Holders of Certificates evidencing Percentage Interests aggregating not
less than 25%, by notice in writing to the Company and the Servicer (and to the Trustee if given by the Certificateholders, in which case such notice shall set forth evidence reasonably satisfactory to the Trustee that such Event of Default has occurred and shall not
have been remedied) may terminate all of the rights (other than its right to reimbursement for advances) and obligations of the Servicer, including its right to the WMB Servicing Fee (and, if acting as successor to Countrywide under Section 7.02(c) or (d), its right
to the Countrywide Servicing Fee), under this Agreement. Such termination shall be final and binding. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the
Certificates or the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant to and under this Section 7.01; and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as
attorney‐in‐fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or
assignment of the applicable Mortgage Loans and related documents, or otherwise. The Servicer agrees to cooperate with the Trustee in effecting the termination of the Servicer’s responsibilities and rights hereunder, including, without limitation, the transfer
to the Trustee for administration by it of all collections on the Mortgage Loans that shall at the time be held by the Servicer or thereafter be received by the Servicer with respect to the Mortgage Loans.


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


(b)        In case an Event of Default (as defined in the Countrywide Agreement) by Countrywide (other than a successor to Countrywide appointed under Section 7.02(c) or
(d) of this Agreement) shall occur and be continuing, then, and in each and every such case, so long as such Event of Default shall not have been remedied, either the Trustee or the Holders of Certificates evidencing Percentage Interests aggregating not less than
25%, by notice in writing to the Company and the Servicer (and to the Trustee if given by the Certificateholders, in which case such notice shall set forth evidence reasonably satisfactory to the Trustee that such Event of Default has occurred and shall not have been
remedied) may instruct the Servicer to exercise the Trust’s right as assignee of the rights of the Company (as assignee of the rights of Washington Mutual Mortgage Securities Corp.) under the Countrywide Agreement to terminate the rights and obligations of
Countrywide under the Countrywide Agreement with respect to the servicing of the Countrywide Loans.


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



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



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



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



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


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


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



Section 7.02.        Trustee to Act; Appointment of
Successor.


(a)        On and after the date on which the Servicer receives a notice of termination pursuant to Section 7.01 or the Servicer resigns pursuant to Section 6.04, the
Trustee shall be the successor in all respects to the Servicer under this Agreement and shall have all the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto (including, without limitation, the Servicer’s
responsibilities, duties and liabilities as successor to Countrywide, if it has been so appointed under Section 7.02(c) or (d)) arising on or after such date of termination or resignation placed on the Servicer by the terms and provisions hereof and thereof, and
shall have the same limitations on liability herein granted to the Servicer; provided, that the Trustee shall not under any circumstances be responsible for any representations and warranties or any repurchase obligation of the Company or any liability
incurred by the Servicer prior to such date of termination or resignation and the Trustee shall not be obligated to make a Monthly P&I Advance or a Monthly Advance (as defined in the Countrywide Agreement) if it is prohibited by law from so doing. As compensation
therefor, the Trustee shall be entitled to all compensation to which the Servicer would have been entitled if the Servicer had continued to act hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall if it is unable to so
act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution having a net worth of not less than $15,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of the Servicer hereunder. Pending any such appointment, the Trustee is obligated to act in such capacity. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such
successor out of payments on WMB Loans (and on the Countrywide Loans, if the Servicer was acting as successor to Countrywide under Section 7.02(c) or (d)) as it and such successor shall agree; provided, however, that no such compensation shall, together with
the compensation to the Trustee, be in excess of that permitted the Servicer hereunder. The Trustee and such successor shall take such actions, consistent with this Agreement, as shall be necessary to effectuate any such succession.


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


(c)        On and after the date on which the rights and obligations of Countrywide under the Countrywide Agreement with respect to the servicing of the Countrywide Loans
are terminated pursuant to Section 7.01(b) hereof or Countrywide resigns pursuant to the Countrywide Agreement, the Servicer shall exercise the Trust’s right as assignee of the rights of the Company (as assignee of the rights of Washington Mutual Mortgage
Securities Corp.) under the Countrywide Agreement to appoint the Servicer as successor in all respects to Countrywide under the Countrywide Agreement with respect to the servicing of the Countrywide Loans; provided, that the Servicer shall not under any
circumstances be responsible for any representations and warranties or any repurchase obligation of Countrywide or any liability incurred by Countrywide prior to such date of termination or resignation; provided, further, that if the Trustee is acting as
successor Servicer under Section 7.02(a), the Trustee shall not be obligated to make a Monthly Advance (as defined in the Countrywide Agreement) if it is prohibited by law from so doing. As compensation therefor, the Servicer shall be entitled to all compensation to
which Countrywide would have been entitled under the Countrywide Agreement if Countrywide had continued to act thereunder.


(d)        Notwithstanding Section 7.02(c), if the Trustee is acting as successor Servicer under Section 7.02(a), the Trustee may, if it shall be unwilling to act as
successor to Countrywide, or shall if it is unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution having a net worth of not less than $15,000,000 as the successor to Countrywide under
the Countrywide Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of Countrywide thereunder. Pending any such appointment, the Trustee (if acting as successor Servicer under Section 7.02(a)) is obligated to act as successor
to Countrywide. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Countrywide Loans as it and such successor shall agree; provided, however, that no such
compensation shall be in excess of that permitted Countrywide thereunder. The Trustee and such successor shall take such actions, consistent with this Agreement and the Countrywide Agreement, as shall be necessary to effectuate any such succession.


(e)        Any successor to Countrywide under Section 7.02(c) or (d), including the Servicer, the Trustee (if acting as successor Servicer) or any successor appointed
under Section 7.02(d), shall service the Countrywide Loans in accordance with the provisions under this Agreement for the servicing of the WMB Loans (including, without limitation, the provisions for the administration and servicing of, and the Servicer’s
obligation to make advances on, the WMB Loans under Article III hereof and the provisions for the Servicer’s obligation to make Monthly P&I Advances under Section 4.02 and 4.03 hereof), and not in accordance with the Countrywide Agreement, except that (1)
such successor to Countrywide shall be obligated to pay compensating interest in the amount determined pursuant to clause (ix) of the second paragraph of Section 11.04 of the Countrywide Servicing Addendum and (2) the “Payoff Period” for each Countrywide
Loan, the “Countrywide Servicing Fee,” “Countrywide Compensating Interest,” “Uncollected Interest” and “Uncompensated Interest Shortfall” shall each continue to be defined in accordance with the respective definition
thereof in Article I hereof. After such time as the Countrywide Loans are serviced by a successor to Countrywide under Section 7.02(c) or (d), the provisions hereof, including, without limitation, Articles I and III hereof, shall be deemed to have been revised to the
extent necessary to give effect to the immediately preceding sentence.



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




ARTICLE VIII



Concerning the Trustees



Section 8.01.        Duties of Trustees.


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


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


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



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



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



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


(d)        Within ten Business Days after the occurrence of any Event of Default hereunder or under the Countrywide Agreement known to the Trustee, the Trustee shall
transmit by mail to the Rating Agencies notice of each Event of Default. Within 90 days after the occurrence of any Event of Default hereunder or under the Countrywide Agreement known to the Trustee, the Trustee shall transmit by mail to all Certificateholders (with
a copy to the Rating Agencies) notice of each Event of Default, unless such Event of Default shall have been cured or waived; provided, however, the Trustee shall be protected in withholding such notice if and so long as a Responsible Officer of the Trustee in
good faith determines that the withholding of such notice is in the best interests of the Certificateholders; and provided, further, that in the case of any Event of Default of the character specified in Section 7.01(a)(i) or Section 7.01(a)(ii) hereof or in
Section 14.01(i) or Section 14.01(ii) of the Countrywide Agreement, no such notice to Certificateholders or to the Rating Agencies shall be given until at least 30 days after the occurrence thereof.



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



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



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



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



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



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



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



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



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



(ix)              Except as expressly provided in this
Agreement, in no event shall the Trustee be under any duty or obligation to monitor, determine, investigate or compel compliance by the Trust with the requirements of the Statutory Trust Statute; and



(x)                Except as provided in Section
8.18, in no event shall the Trustee be obligated or responsible for preparing, executing, filing or delivering in respect of the Trust or another party either (A) any report or filing required by the Commission to be prepared, executed, filed or delivered in respect
of the Trust or another party or (B) any certification in respect of a report or filing required by the Commission.



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



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



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



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



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


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


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


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



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


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


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



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



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


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


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


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



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


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


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



Section 8.12.        Paying Agents. The Trustee may
appoint one or more Paying Agents which shall be authorized to act on behalf of the Trustee in making withdrawals from the Certificate Account, and distributions to Certificateholders as provided in Section 4.01, Section 4.04, Section 4.05(a) and Section 9.01(b) to
the extent directed to do so by the Servicer. Wherever reference is made in this Agreement to the withdrawal from the Certificate Account by the Trustee, such reference shall be deemed to include such a withdrawal on behalf of the Trustee by a Paying Agent. Whenever
reference is made in this Agreement to a distribution by the Trustee or the furnishing of a statement to Certificateholders by the Trustee, such reference shall be deemed to include such a distribution or furnishing on behalf of the Trustee by a Paying Agent. Each
Paying Agent shall provide to the Trustee such information concerning the Certificate Account as the Trustee shall request from time to time. Each Paying Agent must be reasonably acceptable to the Servicer and must be a corporation, trust company or banking
association organized and doing business under the laws of the United States of America or of any state, having an office and place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a
trust business and subject to supervision or examination by federal or state authorities.


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


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



Section 8.13.        Duties of Delaware Trustee.


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


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



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



Section 8.15.        [Reserved.].



Section 8.16.        Trustees Act on Behalf of Trust.
Except to the extent otherwise expressly provided herein, in the performance of its obligations under this Agreement, each of the Trustee and the Delaware Trustee shall at all times be acting on behalf of the Trust or the Certificateholders, as applicable.



Section 8.17.        Limitation of Liability. It is
expressly understood and agreed by the parties hereto that (a) each of the representations, undertakings and agreements herein made on the part of the Trust is made and intended not as personal representations, undertakings and agreements by the Trustee but is made
and intended for the purpose of binding only the Trust and (b) under no circumstances shall the Trustee be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation, representation,
warranty or covenant made or undertaken by the Trust under this Agreement.



Section 8.18.        Trustee Report on Assessment of Compliance
with Servicing Criteria. The Trustee shall, on or before the 90th day following each December 31 after the Cut-Off Date (or such earlier date as reasonably requested by the Servicer, but in no event earlier than March 15), deliver to the Company and the
Servicer the following documents, if so requested by the Servicer:



(a)        a report on its assessment of compliance during the preceding calendar year with all applicable servicing criteria set forth in Item
1122(d) of Regulation AB with respect to asset-backed securities transactions taken as a whole involving the Trustee that are backed by assets of the same type as the Mortgage Loans, as required by Item 1122 of Regulation AB; and



(b)        a report by a registered public accounting firm that attests to, and reports on, the assessment made by the Trustee pursuant to
clause (a) above, as required by Item 1122 of Regulation AB;



 provided, however, that the Trustee shall only be required to deliver the reports specified in Section 8.18(a) and (b) with respect to any year for
which a Report on Form 10-K is required to be filed with the Commission on behalf of the Trust.  Promptly following December 31 of each year for which a Report on Form 10-K is so required to be filed, the Servicer shall advise the Trustee whether the foregoing
reports will be required of the Trustee and the Servicer and the Trustee shall cooperate in good faith to determine the applicable servicing criteria.




ARTICLE IX



Termination



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


(a)        The Servicer may purchase the outstanding Group 1 and Group 2 Loans, all property acquired by the Trust in respect of any such Mortgage Loan and all other
property included in REMIC I, REMIC III and REMIC IV formed under this Agreement in respect of such Mortgage Loans, on or after the first date on which the aggregate Principal Balance of the Group 1 and Group 2 Loans is less than the Clean-Up
Call Percentage of the aggregate Principal Balance of such Mortgage Loans as of the Cut-Off Date, at a price equal to the sum, reduced by unreimbursed advances (other than advances made with respect to Group 1 and Group 2 Loans as to which the Servicer expects at the
time of such purchase, in its sole judgment, that foreclosure is not imminent), of



(x)        the excess of



(A)       100% of the aggregate Principal Balance of the Group 1 and Group 2 Loans (other than Mortgage Loans in respect of which the related
Mortgaged Property has been acquired by the Trust by foreclosure, deed in lieu of foreclosure or otherwise) (after giving effect to the distribution of all other principal and the allocation of Realized Losses to the Class 1A, Class 2A, Class CA-1B, Class CA-1D and
Group L-B Certificates on the date of such purchase), plus accrued interest at the applicable Pass-Through Rates with respect to such Mortgage Loans through the last day of the month of such purchase, over



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



(y)        without duplication,



(A)       the appraised fair market value as of the date of such purchase of all property owned by the Trust which secured a Group 1 or Group 2 Loan
and which has been acquired by the Trust by foreclosure, deed in lieu of foreclosure or otherwise, including related Insurance Proceeds, and



(B)       the appraised fair market value as of the date of such purchase of all other property included in REMIC I, REMIC III or REMIC IV in respect
of such Mortgage Loans, any such appraisal pursuant to clause (A) or (B) to be conducted by an appraiser mutually agreed upon by the Servicer and the Trustee;



provided, however, that the Servicer may not so purchase such outstanding Group 1 and Group 2 Loans and property if such price exceeds the fair market value, determined
by the Servicer in accordance with prudent industry practices, of such outstanding Mortgage Loans and property. If such right is exercised, the Servicer shall provide to the Trustee, the Delaware Trustee and the Company the written certification of an officer of the
Servicer (which certification shall include a statement to the effect that all amounts required to be paid in order to exercise such right have been deposited in the Certificate Account) and the Trustee on behalf of the Trust shall promptly execute all instruments as
may be necessary to release and assign to the Servicer the Group 1 and Group 2 Loans, all property acquired by the Trust in respect of any such Mortgage Loan and all other property included in REMIC I, REMIC III
or REMIC IV in respect of such Mortgage Loans.


The Servicer may purchase the outstanding Group 3, Group 4 and Group 5 Loans, all property acquired by the Trust in respect of any such Mortgage Loan and all other property included in REMIC II, REMIC III
and REMIC IV formed under this Agreement in respect of such Mortgage Loans, on or after the first date on which the aggregate Principal Balance of the Group 3, Group 4 and Group 5 Loans is less than the Clean-Up Call Percentage of the aggregate Principal Balance of
such Mortgage Loans as of the Cut-Off Date, at a price equal to the sum, reduced by unreimbursed advances (other than advances made with respect to Group 3, Group 4 and Group 5 Loans as to which the Servicer expects at the time of such purchase, in its sole judgment,
that foreclosure is not imminent), of



(x)        the excess of



(A)       100% of the aggregate Principal Balance of the Group 3, Group 4 and Group 5 Loans (other than Mortgage Loans in respect of which the related
Mortgaged Property has been acquired by the Trust by foreclosure, deed in lieu of foreclosure or otherwise) (after giving effect to the distribution of all other principal and the allocation of Realized Losses to the Class 3A, Class 4A-1, Class 4A-2, Class 4A-B,
Class 5A, Class DA-1B, Class DA-1D and Group M-B Certificates on the date of such purchase), plus accrued interest at the applicable Pass-Through Rates with respect to such Mortgage Loans through the last day of the month of such purchase, over



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



(y)        without duplication,



(A)       the appraised fair market value as of the date of such purchase of all property owned by the Trust which secured a Group 3, Group 4 or Group
5 Loan and which has been acquired by the Trust by foreclosure, deed in lieu of foreclosure or otherwise, including related Insurance Proceeds, and



(B)       the appraised fair market value as of the date of such purchase of all other property included in REMIC II, REMIC III or REMIC IV in respect
of such Mortgage Loans, any such appraisal pursuant to clause (A) or (B) to be conducted by an appraiser mutually agreed upon by the Servicer and the Trustee;



provided, however, that the Servicer may not so purchase such outstanding Group 3, Group 4 and Group 5 Loans and property if such price exceeds the fair market value,
determined by the Servicer in accordance with prudent industry practices, of such outstanding Mortgage Loans and property. If such right is exercised, the Servicer shall provide to the Trustee, the Delaware Trustee and the Company the written certification of an
officer of the Servicer (which certification shall include a statement to the effect that all amounts required to be paid in order to exercise such right have been deposited in the Certificate Account) and the Trustee on behalf of the Trust shall promptly execute all
instruments as may be necessary to release and assign to the Servicer the Group 3, Group 4 and Group 5 Loans, all property acquired by the Trust in respect of any such Mortgage Loan and all other property included
in REMIC II, REMIC III or REMIC IV in respect of such Mortgage Loans.


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



(i)         the Distribution Date immediately following the exercise by the Servicer of its purchase options set forth in the first and
second paragraphs of this Section 9.01(a),



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



(iii)       the Distribution Date immediately following the exercise by the Servicer of its purchase option set forth in (a) the first paragraph of
this Section 9.01(a) if such Distribution Date occurs on or after the later of the final payment or other liquidation (or any advance with respect thereto) of the last Group 1 and Group 2 Loan owned by the Trust or the disposition of all property acquired upon
foreclosure in respect of any such Mortgage Loan, and the payment to the Class 1A, Class 2A, Class CA-1B, Class CA-1D and Group L-B Certificateholders of all amounts required to be paid to them hereunder or (b) the second paragraph of this Section 9.01(a), if such
Distribution Date occurs on or after the later of the final payment or other liquidation (or any advance with respect thereto) of the last Group 3, Group 4 and Group 5 Loan owned by the Trust or the disposition of all property acquired upon foreclosure in respect of
any such Mortgage Loan, and the payment to the Class 3A, Class 4A-1, Class 4A-2, Class 4A-B, Class 5A, Class DA-1B, Class DA-1D and Group M-B Certificateholders of all amounts required to be paid to them hereunder.


The Servicer shall not have any further right to reimbursement by the Trust for any advance that is used to reduce the purchase price of the applicable Mortgage Loans pursuant to the first and second
paragraphs of this Section 9.01(a).


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


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


(b)        Notice of such purchase pursuant to the first or second paragraph of Section 9.01(a), specifying the date upon which the applicable Certificateholders may
surrender their Certificates to the Trustee for payment and cancellation, shall be given promptly by letter from the Trustee to those Certificateholders mailed not less than 30 days prior to such final distribution, specifying (i) the date upon which final payment of
those Certificates will be made upon presentation and surrender of those Certificates at the office of the Certificate Registrar therein designated (the “Termination Date”), (ii) the amount of such final payment (the “Termination Payment”) and
(iii) that the Record Date otherwise applicable to the Distribution Date upon which the Termination Date occurs is not applicable to those Certificates, payments being made only upon presentation and surrender of those Certificates at the office of the Certificate
Registrar therein specified. The Servicer shall provide the Trustee with written notice of its intent to exercise its purchase option pursuant to the first, second or third paragraph of this Section 9.01(a) at least five Business Days, or such lesser time as is
acceptable to the Trustee, such acceptance not to be unreasonably withheld, prior to the time that the Trustee is required to mail notice to the applicable Certificateholders.


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


Upon any termination of the Trust pursuant to the third paragraph of Section 9.01(a),  the Certificate Account shall terminate subject to the Servicer’s obligation to hold all amounts payable to
Certificateholders in trust without interest pending such payment. 


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



Section 9.02.        Additional Termination Requirements.


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



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



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


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



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



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


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



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




ARTICLE X



Miscellaneous Provisions



Section 10.01.    Amendment.


(a)        This Agreement may be amended from time to time by the Servicer, the Company and the Trustee, and the Trustee on behalf of the Trust (if so directed by the
Servicer and the Company) may enter into an amendment to the Countrywide Agreement, without the consent of any of the Certificateholders:



(i)                  to cure any ambiguity;



(ii)                to correct or supplement any
provision herein or in the Countrywide Agreement which may be defective or inconsistent with any other provisions herein or therein;



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



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



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



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



provided, however, that any such amendment which modifies the rights or obligations of the Delaware Trustee hereunder shall require the consent of the Delaware Trustee;
provided, further, that any such amendment which modifies the rights of the (i) Class CX-2-PPP Certificateholders to receive Assigned Prepayment Premiums for Loan Group 1 and Loan Group 2, (ii) Class EX-PPP Certificateholders to receive Assigned
Prepayment Premiums for Loan Group 3 and Loan Group 4 or (iii) Class 5X-PPP Certificateholders to receive Assigned Prepayment Premiums for Loan Group 5, including any amendment to Section 3.20, shall require the consent of each Class CX-2-PPP, Class EX-PPP or
Class 5X-PPP Certificateholder, respectively. No such amendment (other than one entered into pursuant to clause (iii) of the preceding sentence) shall change the powers of the Servicer. Prior to entering into any amendment (other than one entered into pursuant to
clause (iii) of the second preceding sentence) without the consent of Certificateholders pursuant to this paragraph, the Trustee shall require an Opinion of Counsel addressed to the Trust and the Trustee to the effect that such amendment is permitted under this
Agreement and has no material adverse effect on the interests of the Certificateholders; provided, however, that no such Opinion of Counsel shall be required if the Company obtains a letter from each Rating Agency stating that the amendment would not result in
the downgrading or withdrawal of the respective ratings then assigned to the Certificates. Prior to entering into any amendment pursuant to clause (iii) of the third preceding sentence without the consent of Certificateholders pursuant to this paragraph, the Trustee
shall require an Opinion of Counsel to the effect that such action is necessary or helpful to comply with the requirements imposed by the Code or any regulations thereunder and shall not cause any REMIC formed under this Agreement to fail to qualify as such under the
Code. The cost of any opinion required by this Section 10.01 shall be borne by the party requesting such amendment.


(b)        This Agreement may also be amended from time to time by the Servicer, the Company and the Trustee, and the Trustee on behalf of the Trust (if so directed by the
Servicer and the Company) may enter into an amendment to the Countrywide Agreement, with the consent of the Holders of Certificates evidencing Percentage Interests aggregating not less than 66%, for the purpose of adding any provisions to, or changing in any manner
or eliminating any of the provisions of, this Agreement or the Countrywide Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment shall, without the consent of the Holder of each Certificate
affected thereby (i) reduce in any manner the amount of, or delay the timing of, distributions of principal or interest required to be made hereunder or reduce the Certificateholder’s Percentage Interest, the Certificate Interest Rate or the Termination Payment
with respect to any of the Certificates, (ii) reduce the percentage of Percentage Interests specified in this Section 10.01 which are required to consent to an amendment of this Agreement or the Countrywide Agreement, (iii) create or permit the creation of any lien
against any part of REMIC I, REMIC II, REMIC III or REMIC IV, or (iv) modify any provision in any way which would permit an earlier retirement of the Certificates; provided, further, that any such amendment which modifies the rights or obligations of the
Delaware Trustee hereunder shall require the consent of the Delaware Trustee; provided, further, that any such amendment which modifies the rights of the (i) Class CX-2-PPP Certificateholders to receive Assigned Prepayment Premiums for Loan Group 1 and
Loan Group 2, (ii) Class EX-PPP Certificateholders to receive Assigned Prepayment Premiums for Loan Group 3 and Loan Group 4 or (iii) Class 5X-PPP Certificateholders to receive Assigned Prepayment Premiums for Loan Group 5, including any amendment to
Section 3.20, shall require the consent of each Class CX-2-PPP, Class EX-PPP or Class 5X-PPP Certificateholder, respectively.


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


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



Section 10.02.    Recordation of Agreement. To the extent permitted by
applicable law, this Agreement is subject to recordation in all appropriate public offices for real property records in all the counties or the comparable jurisdictions in which any Mortgaged Property is situated, and in any other appropriate public recording office
or elsewhere, such recordation to be effected by the Company and at its expense on direction by the Trustee, but only upon direction accompanied by an Opinion of Counsel to the effect that such recordation materially and beneficially affects the interests of the
Certificateholders.



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


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


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



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


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


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



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



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



Section 10.07.    Compliance With Regulation AB. Each of the parties hereto
acknowledges and agrees that the purpose of Section 3.13, Section 8.18 and the last sentence of the third paragraph of Section 2.05 is to facilitate compliance by the Company, the Trust and Washington Mutual Mortgage Securities Corp. with the provisions of Regulation
AB, as it may be amended or clarified from time to time. Each of the Servicer and the Trustee acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff,
consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by the Company, the Trust or Washington Mutual Mortgage Securities Corp. in good faith for delivery of information
under the provisions of Regulation AB on the basis of evolving interpretations thereof, and to deliver any other information necessary in the good faith determination of the Company, the Trust or Washington Mutual Mortgage Securities Corp. to permit the Company, the
Trust and Washington Mutual Mortgage Securities Corp. to comply with the provisions of Regulation AB. Each of the Trust and Washington Mutual Mortgage Securities Corp. shall be a third-party beneficiary of the Servicer’s and the Trustee’s respective
obligations under Section 3.13, Section 8.18 and this Section 10.07.



Section 10.08.    Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this
Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof.



Section 10.09.    Counterpart Signatures. For the purpose of facilitating
the recordation of this Agreement as herein provided and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.



Section 10.10.    Benefits of Agreement. Except as expressly provided
herein, nothing in this Agreement or in any Certificate, expressed or implied, shall give to any Person, other than the parties hereto and their respective successors hereunder, any separate trustee or co-trustee appointed under Section 8.10 and the
Certificateholders, any benefit or any legal or equitable right, remedy or claim under this Agreement.



Section 10.11.    Notices and Copies to Rating Agencies.


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



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



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


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



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



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



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



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



(v)                the purchase of any Mortgage
Loan by the Company pursuant to Section 2.08 or by the Seller pursuant to the Mortgage Loan Purchase Agreement, or the purchase of the outstanding Mortgage Loans pursuant to Section 9.01;



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



(vii)             the failure of the Servicer to make a Monthly
P&I Advance pursuant to Section 4.02; and



(viii)           the failure of the Servicer to make a determination by
the close of business on the second Business Day prior a Distribution Date regarding whether it will make a Monthly P&I Advance for such Distribution Date pursuant to Section 4.02.



The Servicer shall provide copies of the statements pursuant to Section 4.02, Section 4.06, Section 3.13 or Section 3.15 or any other statements or reports to the Rating Agencies in
such time and manner that such statements or determinations are required to be provided to Certificateholders.



 



Section 10.12.    Covenant Not to Place Trust Into Bankruptcy. Each party
hereto covenants that it shall not, until at least one year and one day after all Certificates have been paid in full, (i) take any action to file an involuntary bankruptcy petition against the Trust, or (ii) institute against the Trust, or join in any institution
against the Trust of, any bankruptcy or insolvency proceedings under any federal or state bankruptcy, insolvency or similar law. In addition, each Certificateholder or Beneficial Owner, by accepting and holding a Certificate or an interest therein, agrees it shall
not, until at least one year and one day after all Certificates have been paid in full, take any action to file an involuntary bankruptcy petition against the Trust.



Section 10.13.    Covenant Not to Place Company Into Bankruptcy. Each party
hereto (other than the Company) covenants that it shall not, until at least one year and one day after all securities issued by any trust to which the Company has transferred property have been paid in full, take any action to file an involuntary bankruptcy petition
against the Company.  In addition, each Certificateholder or Beneficial Owner, by accepting and holding a Certificate or an interest therein, agrees it shall not, until at least one year and one day after all securities issued by any trust to which the Company
has transferred property have been paid in full, take any action to file an involuntary bankruptcy petition against the Company.









IN WITNESS WHEREOF, the Company, the Servicer, the Trustee and the Delaware Trustee have caused their names to be signed hereto by their respective officers, thereunto duly authorized, all as of the date
first above written.



WaMu ASSET ACCEPTANCE CORP.


 



By: /s/ Barbara Loper

Name:  Barbara Loper

Title:  Vice President



 



WASHINGTON MUTUAL BANK as Servicer


 



By:   /s/ Trisha Lowe

Name:  Trisha Lowe

Title: Vice President



LASALLE BANK NATIONAL ASSOCIATION, as Trustee


 


 



By: /s/ Rita Lopez

Name:  Rita Lopez

Title:  Vice President


 



CHRISTIANA BANK & TRUST COMPANY, as Delaware Trustee


 


 



By: /s/ James M. Young

Name:  James M. Young

Title:  Vice President



 


[Signature page to Pooling and Servicing Agreement for WMALT Series 2007-OA3]










Appendix 1



 



Definition of Class Y Principal Reduction Amounts


 


Loan Groups 1 and 2


 


                For any Distribution Date the amounts by which the principal balances of the Class I-Y-1 and Class I-Y-2 Regular
Interests respectively will be reduced on such distribution date by the allocation of Realized Losses and the distribution of principal, determined as follows:


 


                First for each of Loan Group 1 and Loan Group 2 determine the Loan Group Weighted Average Pass-Through Rate for that
Loan Group for distributions of interest that will be made on the next succeeding Distribution Date (the “Group Interest Rate”).  The Principal Reduction Amount for each of the Class Y Regular Interests will be determined pursuant to the
“Generic solution for the Class Y Principal Reduction Amounts” set forth below (the “Generic Solution”) by making identifications among the actual Loan Groups and their related Class Y and Class Z Regular Interests and Loan Group Weighted
Average Pass-Through Rates and the Loan Groups named in the Generic Solution and their related Class Y and Class Z Regular Interests as follows:


 


                A.  Determine which Loan Group has the lowest Group Interest Rate.  That Loan
Group will be identified with Loan Group AA and the Class Y and Class Z Regular Interests related to that Loan Group will be respectively identified with the Class YAA and Class ZAA Regular Interests.  The Group Interest Rate for that Loan Group
will be identified with J%.  If the two Loan Groups have the same Group Interest Rate pick one for this purpose, subject to the restriction that each Loan Group may be picked only once in the course of any such selections pursuant to paragraphs A and B of this
definition.


 


                B. Determine which Loan Group has the higher Group Interest Rate.  That Loan Group will
be identified with Group L-BB and the Class Y and Class Z Regular Interests related to that Group will be respectively identified with the Class BB and Class ZBB Regular Interests.  The Group Interest Rate for that Loan Group will be identified with
K%.  If the two Loan Groups have the same Group Interest Rate the Loan Group not selected pursuant to paragraph A, above, will be selected for purposes of this paragraph B.


 


                Second, apply the Generic Solution set forth below to determine the Class Y Principal Reduction Amounts for the
Distribution Date using the identifications made above.


 


                Generic Solution for the Class Y Principal Reduction Amounts:  For any Distribution Date,
the amounts by which the Class Principal Balances of the Class YAA and Class YBB Regular Interests respectively will be reduced on such Distribution Date by the allocation of Realized Losses and the distribution of principal, determined as follows:


 


J% and K% represent the interest rates on Group AA and Group L-BB respectively.  J%<K%.


 


For purposes of the succeeding formulas the following symbols shall have the meanings set forth below:


 


PJB =        the Group AA Subordinate Balance after the allocation of Realized Losses and distributions of principal on such
Distribution Date.


 


PKB =       the Group L-BB Subordinate Balance after the allocation of Realized Losses and distributions of principal on
such Distribution Date.


 


R =          the Class B Certificate Interest Rate = (J%PJB + K%PKB)/(PJB + PKB)


 


Yj =         the Class YAA Principal Balance after distributions on the prior Distribution Date.


 


Yk =         the Class YBB Principal Balance after distributions on the prior Distribution Date.


 


DYj =      the Class YAA Principal Reduction Amount.


 


DYk =      the Class YBB Principal Reduction Amount.


 


Zj =         the Class ZAA Principal Balance after distributions on the prior Distribution Date.


 


Zk =         the Class ZBB Principal Balance after distributions on the prior Distribution Date.


 


DZj =      the Class ZAA Principal Reduction Amount.


 


DZk =      the Class ZBB Principal Reduction Amount.


 


Pj =         the aggregate Class Principal Balance of the Class YAA and Class ZAA Regular Interests after distributions
on the prior Distribution Date, which is equal to the aggregate principal balance of the Group AA Loans reduced by the Group AA Class P Principal Balance, if any, and the Class R Principal Balance, if applicable.


 


Pk =         the aggregate Class Principal Balance of the Class YBB and Class ZBB Regular Interests after distributions
on the prior Distribution Date, which is equal to the aggregate principal balance of the Group L-BB Loans reduced by the Group L-BB Class P Principal Balance, if any and Class R Principal Balance, if applicable.


 


DPj =       the aggregate principal reduction resulting on such Distribution Date on the Group AA Loans as a
result of principal distributions (exclusive of any amounts distributed pursuant to clauses (c)(i) or (c)(ii) of the definition of REMIC I Distribution Amount) to be made and Realized Losses to be allocated on such Distribution Date, reduced by the portion, if any,
of such reduction allocable to any Group AA Class P Certificates or the Class R Certificates, if applicable, which is equal to the aggregate of the Class YAA and Class ZAA Principal Reduction Amounts.


 


DPk=        the aggregate principal reduction resulting on such Distribution Date on the Group L-BB Loans
as a result of principal distributions (exclusive of any amounts distributed pursuant to clauses (c)(i) or (c)(ii) of the definition of REMIC I Distribution Amount) to be made and Realized Losses to be allocated on such Distribution Date, reduced by the portion, if
any, of such reduction allocable to any Group L-BB Class P Certificates or the Class R Certificates, if applicable, which is equal to the aggregate of the Class YBB and Class ZBB Principal Reduction Amounts.


 


a =          .0005


 


g=           (R – J%)/(K% - R).   gis a non-negative number unless its denominator is zero, in which event it is undefined.


 


If
 g is zero,  DYk = Yk
and  DYj = (Yj/Pj)DPj.


 


If
 g is undefined,
 DYj =
Yj,  DYk = (Yk/Pk)DPk.


 


In the remaining situations,
 DYk and  DYj shall be defined as follows:


 


1.        If Yk -  a(Pk -  DPk)  3 0, Yj-

a(Pj -  DPj)  3 0, and
 g (Pj -
 DPj) < (Pk -  DPk),  DYk = Yk -   ag (Pj - 
 DPj) and  DYj = Yj -   a(Pj -   DPj).


2.        If Yk ‐   a(Pk ‐   DPk)  3 0, Yj ‐ 
 a(Pj ‐   DPj)  3 0, and
 g (Pj ‐ 
 DPj)  3 (Pk ‐ 
 DPk),  DYk = Yk ‐   a(Pk ‐   DPk) and  DYj = Yj ‐ (a/g)(Pk ‐   DPk).


3.        If Yk ‐   a(Pk ‐   DPk) < 0, Yj ‐   a(Pj ‐   DPj)  3 0, and Yj ‐ 
 a(Pj ‐   DPj)  3 Yj ‐ (Yk/g),  DYk = Yk ‐   ag (Pj ‐   DPj) and  DYj = Yj ‐   a(Pj ‐   DPj).


4.        If Yk ‐   a(Pk ‐   DPk) < 0,
Yj ‐ (Yk/g)   3 0, and Yj ‐   a(Pj ‐   DPj)   £ Yj ‐ (Yk/g),  DYk = 0 and  DYj = Yj ‐ (Yk/g).


5.        If Yj ‐   a(Pj ‐   DPj) < 0,
Yj ‐ (Yk/g) < 0, and Yk ‐   a(Pk ‐  
DPk)   £ Yk ‐ (gYj),  DYk = Yk ‐ (gYj) and  DYj = 0.


6.        If Yj ‐   a(Pj ‐   DPj) < 0, Yk ‐   a(Pk ‐   DPk)  3 0, and Yk ‐ 
 a(Pk ‐   DPk)  3 Yk ‐ (gYj),  DYk = Yk ‐   a(Pk ‐   DPk) and  DYj = Yj ‐ (a/g)(Pk ‐   DPk).


 


The purpose of the foregoing definitional provisions together with the related provisions allocating Realized Losses and defining the Class Y and Class Z Principal Distribution Amounts is to accomplish the
following goals in the following order of priority:


 


1.        Making the ratio of Yk to Yj equal to  g after taking account of the allocation of Realized Losses and the distributions that will be made through end of the Distribution Date to which such provisions relate and assuring that the Principal Reduction Amount for
each of the Class YAA, Class YBB, Class ZAA and Class ZBB Regular Interests is greater than or equal to zero for such Distribution Date;


2.        Making (i) the Class YAA Principal Balance less than or equal to 0.0005 of
the sum of the Class YAA and Class ZAA Principal Balances and (ii) the Class YBB Principal Balance less than or equal to 0.0005 of the sum of the Class YBB and Class ZBB Principal Balances in each case after giving effect to allocations of Realized Losses and
distributions to be made through the end of the Distribution Date to which such provisions relate; and


3.        Making the larger of (a) the fraction whose numerator is Yk and
whose denominator is the sum of Yk and Zk and (b) the fraction whose numerator is Yj and whose denominator is the sum of Yj, and Zj as large as possible while remaining less than or equal to 0.0005.


 


In the event of a failure of the foregoing portion of the definition of Class Y Principal Reduction Amounts to accomplish both of goals 1 and 2 above, the amounts thereof should be adjusted so as to
accomplish such goals within the requirement that each Class Y Principal Reduction Amount must be less than or equal to the sum of (a) the principal portion of Realized Losses to be allocated on the related Distribution Date for the related Loan Group remaining after
the allocation of such Realized Losses to the related Class P Certificates, if any, and (b) the remainder of the REMIC I Available Distribution Amount for the related Loan Group after reduction thereof by the distributions to be made on such Distribution Date (i) to
the related Class P Certificates, if any, (ii) to the related Class X Certificates, if any, and (iii) in respect of interest on the related Class Y and Class Z Regular Interests, or, if both of such goals cannot be accomplished within such requirement, such
adjustment as is necessary shall be made to accomplish goal 1 within such requirement.  In the event of any conflict among the provisions of the definition of the Class Y Principal Reduction Amounts, such conflict shall be resolved on the basis of the goals and
their priorities set forth above within the requirement set forth in the preceding sentence.


 


Loan Groups 3, 4 and 5


 


Class Y Principal Reduction Amounts:  For any Distribution Date the amounts by which the principal balances of the REMIC II II-Y-1, II-Y-2 and 
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 follows:


 


First for each of Group 3, Group 4 and Group 5 determine the weighted average pass-through rate (reduced to account for the interest payable to the  Class FX Certificates from
that Group) for that Group for distributions of interest that will be made on the next succeeding Distribution Date (the “Group Interest Rate”).  The Principal Reduction Amount for each of the Class Y Certificates will be determined pursuant to the
“Generic solution for the Class Y Principal Reduction Amounts” set forth below (the “Generic Solution”) by making identifications among the actual Groups and their related Class Y and Class Z Certificates and weighted average pass-through
rates and the Groups named in the Generic Solution and their related Class Y and Class Z Certificates as follows:


 


A.  Determine which Group has the lowest Group Interest Rate.  That Group will be identified with Group AA and the REMIC II  Y Regular Interest
and REMIC II Z Regular Interest  related to that Group will be respectively identified with the Class YAA and Class ZAA Certificates.  The Group Interest Rate for that Group will be identified with J%.  If two or more Groups have the lowest
Group Interest Rate pick one for this purpose, subject to the restriction that each Group may be picked only once in the course of any such selections pursuant to paragraphs A through C of this definition.


 


B. Determine which Group has the second lowest Group Interest Rate.  That Group will be identified with Group BB and the REMIC II Y Regular Interest and
REMIC II Z Regular Interest related to that Group will be respectively identified with the Class BB and Class ZBB Certificates.  The Group Interest Rate for that Group will be identified with K%.  If two or more Groups have the second lowest Group
Interest Rate pick one for this purpose, subject to the restriction that each Group may be picked only once in the course of any such selections pursuant to paragraphs A through C of this definition.


 


C.  Determine which Group has the third lowest Group Interest Rate.  That Group will be identified with Group CC and the REMIC II Y Regular Interest
and REMIC II Z Regular Interest related to that Group will be respectively identified with the Class YCC and Class ZCC Certificates.  The Group Interest Rate for that Group will be identified with L%.  If two or more Groups have the third lowest
Group Interest Rate pick one for this purpose, subject to the restriction that each Group may be picked only once in the course of any such selections pursuant to paragraphs A through C or this definition.


 


                Generic Solution for Class Y Principal Reduction Amounts:  For any Distribution Date, the
amounts by which the principal balances of the Class YAA, Class YBB and Class YCC Regular Interests respectively will be reduced on such Distribution Date by the allocation of Realized Losses and the distribution of principal, determined as follows:


 


For purposes of the succeeding formulas the following symbols shall have the meanings set forth below:


 


PJB =        the Group AA Subordinate Balance after the allocation of Realized Losses and distributions of principal on such
Distribution Date.


 


PLB =       the Group CC Subordinate Balance after the allocation of Realized Losses and distributions of principal on such
Distribution Date.


 


PKB =       the Group BB Subordinate Balance after the allocation of Realized Losses and distributions of principal on such
Distribution Date.


 


R =          the Class CB Certificate Interest Rate = (J%PJB + L%PLB + K%PKB)/(PJB + PLB +
PKB)


 


R1 =         the weighted average of the Pass-Through Rates for the Group AA and Group BB Loans


                = (J% (Pj ‐ 
 DPj) + K% (Pk ‐   DPk))/(Pj ‐   DPj + Pk ‐   DPk)


 


R2 =         the weighted average of the Pass-Through Rates for the Group CC and Group BB Loans


                = (L% (Pl ‐ 
 DPl) + K% (Pk ‐   DPk))/(Pl ‐   DPl + Pk ‐   DPk)


 


r1 =          the weighted average of the Class YAA and Class YBB Certificate Interest Rates


                = (J% Yj + K% Yk)/(Yj + Yk)


 


r2 =          the weighted average of the Class YCC and Class YBB Certificate Interest Rates


                = (L% Yl + K% Yk)/(Yl + Yk)


 


Yj =         the Class YAA Principal Balance after distributions on the prior Distribution Date.


 


Yl =         the Class YCC Principal Balance after distributions on the prior Distribution Date.


 


Yk =         the Class YBB Principal Balance after distributions on the prior Distribution Date.


 


DYj =      the Class YAA Principal Reduction Amount.


 


DYl =       the Class YCC Principal Reduction Amount.


 


DYk =      the Class YBB Principal Reduction Amount.


 


Zj =         the Class ZAA Principal Balance after distributions on the prior Distribution Date.


 


Zl =         the Class ZCC Principal Balance after distributions on the prior Distribution Date.


 


Zk =         the Class ZBB Principal Balance after distributions on the prior Distribution Date.


 


DZj =      the Class ZAA Principal Reduction Amount.


 


DZl =       the Class ZCC Principal Reduction Amount.


 


DZk =      the Class ZBB Principal Reduction Amount.


 


Pj =         the aggregate of the Class YAA and Class ZAA Principal Balances after distributions on the prior
Distribution Date, which is equal to the aggregate principal balance of the Group AA Loans [reduced by the Class AA-P-M [and Class R-1] Principal Balanc[e]].


=              Yj + Zj


 


Pl =          the aggregate of the Class YCC and Class ZCC Principal Balances after distributions on the prior
Distribution Date, which is equal to the aggregate principal balance of the Group CC Loans [reduced by the Class CC-P-M [and Class R-1] Principal Balance[s]].


    =          Yl + Zl =


 


Pk =         the aggregate of the Class YBB and Class ZBB Principal Balances after distributions on the prior
Distribution Date, which is equal to the aggregate principal balance of the Group BB Loans [reduced by the Class BB-P-M [and Class R-1] Principal Balance[s]].


=              Yk + Zk


 


DPj =       the aggregate principal reduction resulting on such Distribution Date on the Group AA Loans as a
result of principal distributions (exclusive of any distributions made pursuant to clauses (a)(iv), (b)(v) or (c)(iv) of the definition of the REMIC I Distribution Amount) to be made and Realized Losses to be allocated on such Distribution Date[, reduced by the
portion , if any, of such reduction allocable to the Class AA‐P‐M Regular Interest [or the Class R-1 Certificate]], which is equal to the aggregate of the Class YAA and Class ZAA Principal Reduction Amounts.


=             
 DYj + 
DZj


 


DPl=        the aggregate principal reduction resulting on such Distribution Date on the Group CC Loans as
a result of principal distributions (exclusive of any distributions made pursuant to clauses (d)(i) of the definition of the REMIC I Distribution Amount) to be made and Realized Losses to be allocated on such Distribution Date[, reduced by the portion , if any, of
such reduction allocable to the Class CC‐P‐M Regular Interest [or the Class R-1 Certificate]], which is equal to the aggregate of the Class YCC and Class ZCC Principal Reduction Amounts.


=             
 DYl + 
DZl


 


DPk =       the aggregate principal reduction resulting on such Distribution Date on the Group BB Loans as a
result of principal distributions (exclusive of any distributions made pursuant to clause (d)(i) of the definition of the REMIC I Distribution Amount) to be made and Realized Losses to be allocated on such Distribution Date[, reduced by the portion , if any, of such
reduction allocable to the Class BB‐P‐M Regular Interest [or the Class R-1 Certificate]], which is equal to the aggregate of the Class YBB and Class ZBB Principal Reduction Amounts.


=             
 DYk + 
DZk


 


a =          .0005


 


g1=          (R – R1)/(L% - R).  If R3K%,  g1 is a non-negative number unless its denominator is zero, in which event it is undefined.


 


g2=          (R – J%)/( R2 - R).  If R<K%, 
g2 is a non-negative number.


 


If
 g1 is undefined,
 DYj = Yj,  DYl = (Yl/Pl)DPl, and  DYk = Yk.


 


If
 g2 is zero,
 DYl = Yl,  DYj = (Yj/Pj)DPj, and  DYk = Yk.


 


In the remaining situations,
 DYj,  DYl and  DYk shall be defined as follows:


 


I.  If R3K% and r13 R1, make the following additional definitions:


 


dYk =       ((J% - R1)/(K% - R1))Yj + Yk


 


dYk is a number between Yk and 0 such that (J%Yj + K%( Yk.-  dYk))/(Yj + Yk.-  dYk) = R1.


 


Y4 =         Yj + Yk.-
 dYk


 


P4 =         Pj + Pk.


 


ΔY4 =      ΔYj +
 )Yk.- 
dYk


 


7.        If Yl -  a(Pl -  DPl)  3 0, Y4-

a(P4 -  DP4)  3 0, and
 g1(P4 -  DP4) < (Pl -  DPl),  DYl = Yl -   ag1(P4 -   DP4) and  DY4 = Y4 -   a(P4 -   DP4).


8.        If Yl ‐   a(Pl ‐   DPl)  3 0, Y4 ‐ 
 a(P4 ‐   DP4)  3 0, and
 g1(P4 ‐   DP4)  3 (Pl ‐ 
 DPl),  DYl = Yl ‐   a(Pl ‐   DPl) and  DY4 = Y4 ‐ (a/g1)(Pl ‐   DPl).


9.        If Yl ‐   a(Pl ‐   DPl) < 0, Y4 ‐   a(P4 ‐   DP4)  3 0, and Y4 ‐ 
 a(P4 ‐   DP4)  3 Y4 ‐ (Yl/g1),  DYl = Yl ‐   ag1(P4 ‐   DP4)
and  DY4 = Y4 ‐   a(P4 ‐   DP4).


10.     If
Yl ‐   a(Pl ‐   DPl) < 0,
Y4 ‐ (Yl/g1)   3 0, and Y4 ‐  
a(P4 ‐   DP4)   £ Y4 ‐ (Yl/g1),  DYl = 0 and  DY4 = Y4 ‐ (Yl/g1).


11.     If
Y4 ‐   a(P4 ‐   DP4) < 0,
Y4 ‐ (Yl/g1) < 0, and Yl ‐   a(Pl ‐   DPl)   £ Yl ‐ (g1Y4),  DYl = Yl ‐ (g1Y4) and  DY4 = 0.


12.     If
Y4 ‐   a(P4 ‐   DP4) < 0, Yl ‐   a(Pl ‐   DPl)  3 0, and Yl ‐ 
 a(Pl ‐   DPl)  3 Yl ‐ (g1Y4),  DYl = Yl ‐   a(Pl ‐   DPl) and  DY4 = Y4 ‐ (a/g1)(Pl ‐   DPl).


 


ΔYj = [Yj/(Yj + Yk -  dYk)])Y4


 


ΔYk =  dYk + [(Yk -  dYk)/(Yj + Yk -  dYk)])Y4


 


The purpose of the foregoing definitional provisions together with the related provisions allocating Realized Losses and defining the Class Y and Class Z Principal Distribution Amounts is to accomplish the
following goals in the following order of priority:


 


4.        Making the ratio of (Yl - ΔYl ) to
(Y4 - ΔY4 ) equal to  g1 after taking account of the allocation Realized Losses and the distributions that will be made through the end of the
Distribution Date to which such provisions relate and assuring that the Principal Reduction Amount for each of the Class YAA, Class YCC, Class YBB, Class ZAA Class ZCC and Class ZBB Regular Interests is greater than or equal to zero for such Distribution
Date;


5.        Making the Class YAA Principal Balance less than or equal to 0.0005 of the
sum of the Class YAA and Class ZAA Principal Balances, the Class YCC Principal Balance less than or equal to 0.0005 of the sum of the Class YCC and Class ZCC Principal Balances and the Class YBB Principal Balance less than or equal to 0.0005 of the sum of the Class
YBB and Class ZBB Principal Balances in each case after giving effect to allocations of Realized Losses and distributions to be made through the end of the Distribution Date to which such provisions relate; and


6.        Making the larger of (a) the fraction whose numerator is (Yl -
ΔYl ) and whose denominator is the sum of (Yl - ΔYl) and (Zl - ΔZl) and (b) the fraction whose numerator is (Y4 - ΔY4) and whose denominator is the sum of
(Y4 - ΔY4), (Zj - ΔZj) and (Zk - ΔZk) as large as possible while remaining less than or equal to 0.0005.


 


In the event of a failure of the foregoing portion of the  definition of ClassY Principal Reduction Amount to accomplish both of goals 1 and 2 above, the amounts thereof should be adjusted to so as to
accomplish such goals within the requirement that each Class Y Principal Reduction Amount must be less than or equal to the sum of (a) the Principal Realized Losses to be allocated on the related Distribution Date for the related Pool remaining after the allocation
of such Realized Losses to the related Class P-M Certificates and (b) the remainder of the Available Distribution Amount for the related Pool or after reduction thereof by the distributions to be made on such Distribution Date (i) to the related Class P-M
Certificates, (ii) to the related Class X-M Certificates and (iii) in respect of interest on the related Class Y and Class Z Certificates, or, if both of such goals cannot be accomplished within such requirement, such adjustment as is necessary shall be made to
accomplish goal 1 within such requirement.  In the event of any conflict among the provisions of the definition of the Class Y Principal Reduction Amounts, such conflict shall be resolved on the basis of the goals and their priorities set forth above within the
requirement set forth in the preceding sentence.  If the formula allocation of ΔY4 between ΔYj and ΔYk cannot be achieved because either ΔYj as so defined is greater than ΔPj or
ΔYk as so defined is greater than ΔPk, such an allocation shall be made as close as possible to the formula allocation within the requirement that ΔYj < ΔPj and ΔYk <
ΔPk.


 


II.  If R3K% and r1<R1, make the following additional
definitions:


 


dYj =       Yj + ((R1 – K%)/(R1 – J%))Yk


 


dYj is a number between Yj and 0 such that (J%(Yj -  dYj)  + K%Yk)/(Yj -  dYj + Yk.) = R1.


 


Y5 =         Yj -
 dYj +
Yk.


 


P5 =         Pj + Pk.


 


ΔY5 =      ΔYj -
 dYj +
ΔYk.


 


1.        If Yl -  a(Pl -  DPl)  3 0, Y5-

a(P5 -  DP5)  3 0, and
 g1(P5 -  DP5) < (Pl -  DPl),  DYl = Yl -   ag1(P5 -   DP5) and  DY5 = Y5 -   a(P5 -   DP5).


2.        If Yl ‐   a(Pl ‐   DPl)  3 0, Y5 ‐ 
 a(P5 ‐   DP5)  3 0, and
 g1(P5 ‐   DP5)  3 (Pl ‐ 
 DPl),  DYl = Yl ‐   a(Pl ‐   DPl) and  DY5 = Y5 ‐ (a/g1)(Pl ‐   DPl).


3.        If Yl ‐   a(Pl ‐   DPl) < 0, Y5 ‐   a(P5 ‐   DP5)  3 0, and Y5 ‐ 
 a(P5 ‐   DP5)  3 Y5 ‐ (Yl/g1),  DYl = Yl ‐   ag1(P5 ‐   DP5)
and  DY5 = Y5 ‐   a(P5 ‐   DP5).


4.        If Yl ‐   a(Pl ‐   DPl) < 0,
Y5 ‐ (Yl/g1)   3 0, and Y5 ‐  
a(P5 ‐   DP5)   £ Y5 ‐ (Yl/g1),  DYl = 0 and  DY5 = Y5 ‐ (Yl/g1).


5.        If Y5 ‐   a(P5 ‐   DP5) < 0,
Y5 ‐ (Yl/g1) < 0, and Yl ‐   a(Pl ‐   DPl)   £ Yl ‐ (g1Y5),  DYl = Yl ‐ (g1Y5) and  DY5 = 0.


6.        If Y5 ‐   a(P5 ‐   DP5) < 0, Yl ‐   a(Pl ‐   DPl)  3 0, and Yl ‐ 
 a(Pl ‐   DPl)  3 Yl ‐ (g1Y5),  DYl = Yl ‐   a(Pl ‐   DPl) and  DY5 = Y5 ‐ (a/g1)(Pl ‐   DPl).


 


ΔYj =
 dYj + [(Yj -  dYj)/(Yj -  dYj + Yk)]ΔY5


 


ΔYk = [Yk/(Yj -
 dYj +
Yk)]ΔY5


 


The purpose of the foregoing definitional provisions together with the related provisions allocating Realized Losses and defining the Class Y and Class Z Principal Distribution Amounts is to accomplish the
following goals in the following order of priority:


 


	Making the ratio of (Yl - ΔYl) to (Y5 - ΔY5) equal to
 g1 after taking account of the allocation Realized Losses and the distributions that will be made through end of the Distribution Date to which such provisions relate and assuring that the Principal Reduction Amount for each of the Class YAA, Class YCC, Class YBB,
Class ZAA Class ZCC and Class ZBB Regular Interests is greater than or equal to zero for such Distribution Date;
	Making the Class YAA Principal Balance less than or equal to 0.0005 of the sum of the Class YAA and Class ZAA Principal Balances, the Class YCC Principal Balance less than or equal to 0.0005 of the sum of
the Class YCC and Class ZCC Principal Balances and the Class YBB Principal Balance less than or equal to 0.0005 of the sum of the Class YBB and Class ZBB Principal Balances in each case after giving effect to allocations of Realized Losses and distributions to be
made through the end of the Distribution Date to which such provisions relate; and
	Making the larger of (a) the fraction whose numerator is (Yl - ΔYl) and whose denominator is the sum of (Yl - ΔYl) and (Zl -
ΔZl) and (b) the fraction whose numerator is (Y5 - ΔY5) and whose denominator is the sum of (Y5 - ΔY5), (Zj - ΔZj) and (Zk - ΔZk) as large
as possible while remaining less than or equal to 0.0005.



 


In the event of a failure of the foregoing portion of the  definition of ClassY Principal Reduction Amount to accomplish both of goals 1 and 2 above, the amounts thereof should be adjusted to so as to
accomplish such goals within the requirement that each Class Y Principal Reduction Amount must be less than or equal to the sum of (a) the Principal Realized Losses to be allocated on the related Distribution Date for the related Pool remaining after the allocation
of such Realized Losses to the related Class P-M Certificates and (b) the remainder of the Available Distribution Amount for the related Pool or after reduction thereof by the distributions to be made on such Distribution Date (i) to the related Class P-M
Certificates, (ii) to the related Class X-M Certificates and (iii) in respect of interest on the related Class Y and Class Z Certificates, or, if both of such goals cannot be accomplished within such requirement, such adjustment as is necessary shall be made to
accomplish goal 1 within such requirement.  In the event of any conflict among the provisions of the definition of the Class Y Principal Reduction Amounts, such conflict shall be resolved on the basis of the goals and their priorities set forth above within the
requirement set forth in the preceding sentence.  If the formula allocation of ΔY5 between ΔYj and ΔYk cannot be achieved because either ΔYj as so defined is greater than ΔPj or
ΔYk as so defined is greater than Pk, such an allocation shall be made as close as possible to the formula allocation within the requirement that ΔYj < ΔPj and ΔYk <
ΔPk.


 


 


III.  If R£K% and r23 R2, make the following additional definitions:


 


dYl =        ((K% - R2)/(L% - R2))Yk + Yl


 


dYl is a number between Yl and 0 such that (K%Yk + L%( Yl.-  dYl))/(Yk + Yl.-  dYl) = R2.


 


 


Make the following additional definitions:


 


Y6 =         Yl -
 dYl +
Yk.


 


P6 =         Pl + Pk.


 


ΔY6 =      ΔYl -
 dYl +
ΔYk.


 


1.        If Y6 -  a(P6 -  DP6)  3 0, Yj-

a(Pj -  DPj)  3 0, and
 g2(Pj -  DPj) < (P6 -  DP6),  DY6 = Y6 -   ag2(Pj -   DPj) and  DYj = Yj -   a(Pj -   DPj).


2.        If Y6 ‐   a(P6 ‐   DP6)  3 0, Yj ‐ 
 a(Pj ‐   DPj)  3 0, and
 g2(Pj ‐   DPj)  3 (P6 ‐ 
 DP6),  DY6 = Y6 ‐   a(P6 ‐   DP6) and  DYj = Yj ‐ (a/g2)(P6 ‐   DP6).


3.        If Y6 ‐   a(P6 ‐   DP6) < 0, Yj ‐   a(Pj ‐   DPj)  3 0, and Yj ‐ 
 a(Pj ‐   DPj)  3 Yj ‐ (Y6/g2),  DY6 = Y6 ‐   ag2(Pj ‐   DPj)
and  DYj = Yj ‐   a(Pj ‐   DPj).


4.        If Y6 ‐   a(P6 ‐   DP6) < 0,
Yj ‐ (Y6/g2)   3 0, and Yj ‐  
a(Pj ‐   DPj)   £ Yj ‐ (Y6/g2),  DY6 = 0 and  DYj = Yj ‐ (Y6/g2).


5.        If Yj ‐   a(Pj ‐   DPj) < 0,
Yj ‐ (Y6/g2) < 0, and Y6 ‐   a(P6 ‐   DP6)   £ Y6 ‐ (g2Yj),  DY6 = Y6 ‐ (g2Yj) and  DYj = 0.


6.        If Yj ‐   a(Pj ‐   DPj) < 0, Y6 ‐   a(P6 ‐   DP6)  3 0, and Y6 ‐ 
 a(P6 ‐   DP6)  3 Y6 ‐ (g2Yj),  DY6 = Y6 ‐   a(P6 ‐   DP6) and  DYj = Yj ‐ (a/g2)(P6 ‐   DP6).


 


ΔYl =
 dYl + [(Yl -  dYl)/(Yl -  dYl + Yk)]ΔY6


 


ΔYk = [Yk/(Yl -
 dYl +
Yk)]ΔY6


 


The purpose of the foregoing definitional provisions together with the related provisions allocating Realized Losses and defining the Class Y and Class Z Principal Distribution Amounts is to accomplish the
following goals in the following order of priority:


 


1.     Making the ratio of (Yj - ΔYj) to (Y6 - ΔY6) equal to
 g2 after taking account of the allocation Realized Losses and the distributions that will be made through end of the Distribution Date to which such provisions relate and assuring that the Principal
Reduction Amount for each of the Class YAA, Class YCC, Class YBB, Class ZAA Class ZCC and Class ZBB Regular Interests is greater than or equal to zero for such Distribution Date;


	Making the Class YAA Principal Balance less than or equal to 0.0005 of the sum of the Class YAA and Class ZAA Principal Balances, the Class YCC Principal Balance less than or equal to 0.0005 of the sum of
the Class YCC and Class ZCC Principal Balances and the Class YBB Principal Balance less than or equal to 0.0005 of the sum of the Class YBB and Class ZBB Principal Balances in each case after giving effect to allocations of Realized Losses and distributions to be
made through the end of the Distribution Date to which such provisions relate; and
	Making the larger of (a) the fraction whose numerator is (Yj - ΔYj) and whose denominator is the sum of (Yj - Yj) and (Zh -
Zj) and (b) the fraction whose numerator is (Y6 - ΔY6) and whose denominator is the sum of (Y6 - ΔY6), (Zl - ΔZl) and (Zk - ΔZk) as
large as possible while remaining less than or equal to 0.0005.



 


In the event of a failure of the foregoing portion of the  definition of ClassY Principal Reduction Amount to accomplish both of goals 1 and 2 above, the amounts thereof should be adjusted to so as to
accomplish such goals within the requirement that each Class Y Principal Reduction Amount must be less than or equal to the sum of (a) the Principal Realized Losses to be allocated on the related Distribution Date for the related Pool remaining after the allocation
of such Realized Losses to the related Class P-M Certificates and (b) the remainder of the Available Distribution Amount for the related Pool or after reduction thereof by the distributions to be made on such Distribution Date (i) to the related Class P-M
Certificates, (ii) to the related Class X-M Certificates and (iii) in respect of interest on the related Class Y and Class Z Certificates, or, if both of such goals cannot be accomplished within such requirement, such adjustment as is necessary shall be made to
accomplish goal 1 within such requirement.  In the event of any conflict among the provisions of the definition of the Class Y Principal Reduction Amounts, such conflict shall be resolved on the basis of the goals and their priorities set forth above within the
requirement set forth in the preceding sentence.  If the formula allocation of ΔY6 between ΔYl and ΔYk cannot be achieved because either Yl as so defined is greater than ΔPl
or ΔYk as so defined is greater than ΔPk, such an allocation shall be made as close as possible to the formula allocation within the requirement that ΔYl < ΔPl and ΔYk <
ΔPk.


 


IV.  If R<K% and r2<R2, make the following additional definitions:


 


dYk =       Yk + ((R2 – L%)/(R2 – K%))Yl


 


dYk is a number between Yk and 0 such that (K%(Yk -  dYk) + L%Yl)/(Yk -  dYk + Yl.) = R2.


 


Y7 =         Yk -
 dYk +
Yl.


 


P7 =         Pk + Pl.


 


ΔY7 =      ΔYk -
 dYk +
ΔYl.


 


1.        If Y7 -  a(P7 -  DP7)  3 0, Yj-

a(Pj -  DPj)  3 0, and
 g2(Pj -  DPj) < (P7 -  DP7),  DY7 = Y7 -   ag2(Pj -   DPj) and  DYj = Yj -   a(Pj -   DPj).


2.        If Y7 ‐   a(P7 ‐   DP7)  3 0, Yj ‐ 
 a(Pj ‐   DPj)  3 0, and
 g2(Pj ‐   DPj)  3 (P7 ‐ 
 DP7),  DY7 = Y7 ‐   a(P7 ‐   DP7) and  DYj = Yj ‐ (a/g2)(P7 ‐   DP7).


3.        If Y7 ‐   a(P7 ‐   DP7) < 0, Yj ‐   a(Pj ‐   DPj)  3 0, and Yj ‐ 
 a(Pj ‐   DPj)  3 Yj ‐ (Y7/g2),  DY7 = Y7 ‐   ag2(Pj ‐   DPj)
and  DYj = Yj ‐   a(Pj ‐   DPj).


4.        If Y7 ‐   a(P7 ‐   DP7) < 0,
Yj ‐ (Y7/g2)   3 0, and Yj ‐  
a(Pj ‐   DPj)   £ Yj ‐ (Y7/g2),  DY7 = 0 and  DYj = Yj ‐ (Y7/g2).


5.        If Yj ‐   a(Pj ‐   DPj) < 0,
Yj ‐ (Y7/g2) < 0, and Y7 ‐   a(P7 ‐   DP7)   £ Y7 ‐ (g2Yj),  DY7 = Y7 ‐ (g2Yj) and  DYj = 0.


6.        If Yj ‐   a(Pj ‐   DPj) < 0, Y7 ‐   a(P7 ‐   DP7)  3 0, and Y7 ‐ 
 a(P7 ‐   DP7)  3 Y7 ‐ (g2Yj),  DY7 = Y7 ‐   a(P7 ‐   DP7) and  DYj = Yj ‐ (a/g2)(P7 ‐   DP7).


 


ΔYl = [(Yl/(Yl + Yk -
 dYk)]ΔY7


 


ΔYk =
 dYk + [(Yk  -  dYk)/(Yl + Yk -  dYk)]ΔY7


 


 


The purpose of the foregoing definitional provisions together with the related provisions allocating Realized Losses and defining the Class Y and Class Z Principal Distribution Amounts is to accomplish the
following goals in the following order of priority:


 


1.     Making the ratio of (Yj - ΔYj) to (Y7 - ΔY7) equal to
 g2 after taking account of the allocation Realized Losses and the distributions that will be made through end of the Distribution Date to which such provisions relate and assuring that the Principal
Reduction Amount for each of the Class YAA, Class YCC, Class YBB, Class ZAA Class ZCC and Class ZBB Regular Interests is greater than or equal to zero for such Distribution Date;


2.     Making the Class YAA Principal Balance less than or equal to 0.0005 of the sum of the Class YAA and Class ZAA Principal Balances, the
Class YCC Principal Balance less than or equal to 0.0005 of the sum of the Class YCC and Class ZCC Principal Balances and the Class YBB Principal Balance less than or equal to 0.0005 of the sum of the Class YBB and Class ZBB Principal Balances in each case after
giving effect to allocations of Realized Losses and distributions to be made through the end of the Distribution Date to which such provisions relate; and


3.     Making the larger of (a) the fraction whose numerator is (Yj - ΔYj) and whose denominator is the sum of
(Yj - ΔYj) and (Zj - ΔZj) and (b) the fraction whose numerator is (Y7 - ΔY7) and whose denominator is the sum of (Y7 - ΔY7), (Zl -
ΔZl) and (Zk - ΔZk) as large as possible while remaining less than or equal to 0.0005.


 


In the event of a failure of the foregoing portion of the  definition of ClassY Principal Reduction Amount to accomplish both of goals 1 and 2 above, the amounts thereof should be adjusted to so as to
accomplish such goals within the requirement that each Class Y Principal Reduction Amount must be less than or equal to the sum of (a) the Principal Realized Losses to be allocated on the related Distribution Date for the related Pool remaining after the allocation
of such Realized Losses to the related Class P-M Certificates and (b) the remainder of the Available Distribution Amount for the related Pool or after reduction thereof by the distributions to be made on such Distribution Date (i) to the related Class P-M
Certificates, (ii) to the related Class X-M Certificates and (iii) in respect of interest on the related Class Y and Class Z Certificates, or, if both of such goals cannot be accomplished within such requirement, such adjustment as is necessary shall be made to
accomplish goal 1 within such requirement.  In the event of any conflict among the provisions of the definition of the Class Y Principal Reduction Amounts, such conflict shall be resolved on the basis of the goals and their priorities set forth above within the
requirement set forth in the preceding sentence.  If the formula allocation of ΔY7 between ΔYl and ΔYk cannot be achieved because either ΔYl as so defined is greater than Pl
or Yk as so defined is greater than Pk, such an allocation shall be made as close as possible to the formula allocation within the requirement that ΔYl < ΔPl and ΔYk <
ΔPk.


 



Definition of Class III-LT Principal Reduction Amounts


 


Loan Groups 1 and 2


 


For any Distribution Date, the amounts by which the principal balances of the Class III-LT1, III-LT2, III-LT3, III-LT4, III-LT6, III-LT7,
III-LT8, III-LTY1 and III-LTY2 Regular Interests, respectively, will be reduced on such Distribution Date by the allocation of Realized Losses and the distribution of principal, determined as follows:


For purposes of the succeeding formulas the following symbols shall have the meanings set forth below:


Y1 =         the aggregate Class Principal Balance of the Class III-LT1, III-LTY1 and III-LTY2 Regular Interests after distributions on the prior Distribution Date.


Y2 =         the Class Principal Balance of the Class III-LT2 Regular Interest after distributions on the prior
Distribution Date.


Y3 =         the Class Principal Balance of the Class III-LT3 Regular Interest after distributions on the prior
Distribution Date.


Y4 =         the Class Principal Balance of the Class III-LT4 Regular Interest after distributions on the prior
Distribution Date (note:  Y3 = Y4).


Y6 =         the Class Principal Balance of the Class III-LT6 Regular Interest after distributions on the prior
Distribution Date.


Y7 =         the Class Principal Balance of the Class III-LT7 Regular Interest after distributions on the prior
Distribution Date.


Y8 =         the Class Principal Balance of the Class III-LT8 Regular Interest after distributions on the prior
Distribution Date (note:  Y7 = Y8).


ΔY1 =      the combined Class III-LT1, III-LTY1 and III-LTY2 Principal
Reduction Amount.  Such amount shall be allocated first to the Class III-LTY and III-LTY2 Regular Interests up to the Class I-Y-1 Principal Reduction Amount and Class I-Y-2 Principal Reduction Amount, respectively, and
thereafter the remainder shall be allocated to the Class III-LT1 Regular Interest.


ΔY2 =      the Class III-LT2 Principal Reduction Amount.


ΔY3 =      the Class III-LT3 Principal Reduction Amount.


ΔY4 =      the Class III-LT4 Principal Reduction Amount.


ΔY6 =      the Class III-LT6 Principal Reduction Amount.


ΔY7 =      the Class III-LT7 Principal Reduction Amount.


ΔY8 =      the Class III-LT8 Principal Reduction Amount.


P0 =         the aggregate principal balance of the Class III-LT1, III-LT2, III-LT3, III-LT4, III-LT6, III-LT7, III-LT8, III-LTY1 and III-LTY2 Regular Interests after
distributions and the allocation of Realized Losses and Net Negative Amortization Amounts on the prior Distribution Date.


P1 =         the aggregate principal balance of the Class III-LT1, III-LT2, III-LT3, III-LT4, III-LT6, III-LT7, III-LT8, III-LTY1and III-LTY2 Regular Interests after
distributions and the allocation of Realized Losses and Net Negative Amortization Amounts to be made on such Distribution Date.


ΔP =        P0 - P1 = the aggregate of the Class III-LT1, III-LT2, III-LT3, III-LT4, III-LT6, III-LT7, III-LT8, III-LTY1and III-LTY2 Principal Reduction
Amounts, which


      =        the aggregate of the principal portions of Realized Losses to be allocated to, and the
principal distributions to be made on, the Certificates related to Loan Groups 1 and 2 on such Distribution Date (including distributions of accrued and unpaid interest on the Class X Certificates related to Loan Groups 1 and 2 for prior Distribution Dates)
reduced by Net Negative Amortization allocated to such Certificates on such Distribution Date.


R0 =         the Aggregate Groups 1-2 Weighted Average Pass-Through Rate (stated as a monthly rate) after giving
effect to amounts distributed and Realized Losses allocated on the prior Distribution Date.


R1 =         the Aggregate Groups 1-2 Weighted Average Pass-Through Rate (stated as a monthly rate) after giving
effect to amounts to be distributed and Realized Losses to be allocated on such Distribution Date.


α =          (Y2 + Y3)/P0.  The initial value of α on the Closing Date for
use on the first Distribution Date shall be 0.0001.


γ0 =         the lesser of (A) the sum of (1) for all Classes of  Certificates related to Loan Groups 1 and 2, other than the Class X Certificates, of the product for each Class of (i) the monthly interest rate (as limited by the related Loan Group Weighted Average Pass-Through Rate or Group L-B Weighted Average Pass-Through Rate, if
applicable) for such Class applicable for distributions to be made on such Distribution Date and (ii) the aggregate Certificate Principal Balance for such Class after distributions and the allocation of Realized Losses on the prior Distribution Date and (2)
the Class CX-2-PPP Accrued Interest for such Distribution Date (as limited by the Aggregate Maximum Class CX Interest Amount, if applicable) and (B) R0*P0.


γ1  =        the lesser of (A) the sum of (1) for all Classes of Certificates related to
Loan Groups 1 and 2, other than the Class X Certificates, of the product for each Class of (i) the monthly interest rate (as limited by the related Loan Group Weighted Average Pass-Through Rate or Group L-B Weighted Average Pass-Through Rate, if applicable) for
such Class applicable for distributions to be made on the next succeeding Distribution Date and (ii) the aggregate Certificate Principal Balance for such Class after distributions and the allocation of Realized Losses to be made on such Distribution Date
and (2) the Class CX-2-PPP Accrued Interest for the next succeeding Distribution Date (as limited by the Aggregate Maximum Class CX Interest Amount, if applicable) and (B) R1*P1.


Then, based on the foregoing definitions:


ΔY1 =      ΔP - ΔY2 - ΔY3 - ΔY4 -
ΔY6 - ΔY7 - ΔY8;


ΔY2 =      (α/2){( γ0R1 -
γ1R0)/R0R1};


ΔY3 =      αΔP - ΔY2; and


ΔY4 =      ΔY3.


if both ΔY2 and ΔY3, as so determined, are non-negative numbers.  Otherwise:


(1)           If ΔY2, as so determined, is negative, then


ΔY2 = 0;


ΔY3 = α{γ1R0P0 -
γ0R1P1}/{γ1R0};


ΔY4 = ΔY3; and


ΔY1 = ΔP - ΔY2 - ΔY3 - ΔY4 - ΔY6 - ΔY7 -
ΔY8.


(2)           If ΔY3, as so determined, is negative, then


ΔY3 = 0;


ΔY2 = α{ γ0R1P1 - γ1R0P0}/{2R1R0P1
-  γ1R0};


ΔY4 = ΔY3; and


ΔY1 = ΔP - ΔY2 - ΔY3 - ΔY4 - ΔY6 - ΔY7 -
ΔY8.


ε =           (Y6 + Y7)/P0.  The initial value of ε on the
Closing Date for use on the first Distribution Date shall be 0.0001.


λ0 =         the lesser of (A) the sum of (1) for all Classes of Certificates related to
Loan Groups 1 and 2, other than the Class X Certificates,  of the product for each Class of (i) the monthly interest rate (as limited by the related Loan Group Weighted Average Pass-Through Rate or Group L-B Weighted Average Pass-Through Rate, if
applicable) for such Class applicable for distributions to be made on such Distribution Date and (ii) the aggregate Certificate Principal Balance for such Class after distributions and the allocation of Realized Losses on the prior Distribution Date and (2)
the Class CX-1 Accrued Interest for such Distribution Date (as limited by the Aggregate Maximum Class CX Interest Amount, if applicable) and (B) R0*P0.


λ1  =        the lesser of (A) the sum of (1) for all Classes of Certificates related to
Loan Groups 1 and 2, other than the Class X Certificates,  of the product for each Class of (i) the monthly interest rate (as limited by the related Loan Group Weighted Average Pass-Through Rate or Group L-B Weighted Average Pass-Through Rate, if
applicable) for such Class applicable for distributions to be made on the next succeeding Distribution Date and (ii) the aggregate Certificate Principal Balance for such Class after distributions and the allocation of Realized Losses to be made on such
Distribution Date and (2) the Class CX-1 Accrued Interest for the next succeeding Distribution Date (as limited by the Aggregate Maximum Class CX Interest Amount, if applicable) and (B) R1*P1.


Then, based on the foregoing definitions:


ΔY1 =      ΔP - ΔY2 - ΔY3 - ΔY4 -
ΔY6 - ΔY7 - ΔY8;


ΔY6 =      (ε/2){( λ0R1 -
λ1R0)/R0R1};


ΔY7 =      εΔP - ΔY6; and


ΔY8 =      ΔY7.


if both ΔY6 and ΔY7, as so determined, are non-negative numbers.  Otherwise:


(1)           If ΔY6, as so determined, is negative, then


ΔY6 = 0;


ΔY7 = ε{λ1R0P0 -
λ0R1P1}/{λ1R0};


ΔY8 = ΔY7; and


ΔY1 = ΔP - ΔY2 - ΔY3 - ΔY4 - ΔY6 - ΔY7 -
ΔY8.


(2)           If ΔY7, as so determined, is negative, then


ΔY7 = 0;


ΔY6 = ε{ λ0R1P1 -
λ1R0P0}/{2R1R0P1 -  λ1R0};


ΔY8 = ΔY7; and


ΔY1 = ΔP - ΔY2 - ΔY3 - ΔY4 - ΔY6 - ΔY7 -
ΔY8.


Loan Groups 3, 4, and 5


 


For any Distribution Date, the amounts by which the principal balances of the Class III-LT9, III-LT10, III-LT11, III-LT12, III-LT14,
III-LT15, III-LT16, III-LT18, III-LT19, III-LT20, III-LTY3, III-LTY4 and III-LTY5 Regular Interests, respectively, will be reduced on such Distribution Date by the allocation of Realized Losses and the distribution of principal, determined as follows:


For purposes of the succeeding formulas the following symbols shall have the meanings set forth below:


Y1 =         the aggregate Class Principal Balance of the Class III-LT9, III-LTY3, III-LTY4 and III-LTY5 Regular Interests after distributions on the prior Distribution Date.


Y2 =         the Class Principal Balance of the Class III-LT10 Regular Interest after distributions on the prior Distribution Date.


Y3 =         the Class Principal Balance of the Class III-LT11 Regular Interest after distributions on the prior Distribution Date.


Y4 =         the Class Principal Balance of the Class III-LT12 Regular Interest after distributions on the prior Distribution Date (note: 
Y3 = Y4).


Y6 =         the Class Principal Balance of the Class III-LT14 Regular Interest after distributions on the prior Distribution Date.


Y7 =         the Class Principal Balance of the Class III-LT15 Regular Interest after distributions on the prior Distribution Date.


Y8 =         the Class Principal Balance of the Class III-LT16 Regular Interest after distributions on the prior Distribution Date (note: 
Y7 = Y8).


Y10 =       the Class Principal Balance of the Class III-LT18 Regular Interest after distributions on the prior Distribution Date.


Y11 =       the Class Principal Balance of the Class III-LT19 Regular Interest after distributions on the prior Distribution Date.


Y12 =       the Class Principal Balance of the Class III-LT20 Regular Interest after distributions on the prior Distribution Date (note:  Y11 =
Y12).


ΔY1 =      the combined Class III-LT9, III-LTY3, III-LTY4 and III-LTY5 Principal Reduction Amount.  Such
amount shall be allocated first to the Class III-LTY3, III-LTY4 and III-LTY5 Regular Interests up to the Class II-Y-1 Principal Reduction Amount, Class II-Y2 Principal Reduction Amount  and Class II-Y-3 Principal Reduction
Amount, respectively, and thereafter the remainder shall be allocated to the Class III-LT1 Regular Interest.


ΔY2 =      the Class III-LT10 Principal Reduction Amount.


ΔY3 =      the Class III-LT11 Principal Reduction Amount.


ΔY4 =      the Class III-LT12 Principal Reduction Amount.


ΔY6 =      the Class III-LT14 Principal Reduction Amount.


ΔY7 =      the Class III-LT15 Principal Reduction Amount.


ΔY8 =      the Class III-LT16 Principal Reduction Amount.


ΔY10 =     the Class III-LT18 Principal Reduction Amount.


ΔY11 =     the Class III-LT19 Principal Reduction Amount.


ΔY12 =     the Class III-LT20 Principal Reduction Amount.


 


P0 =         the aggregate principal balance of the Class III-LT9, III-LT11, III-LT12, III-LT14, III-LT15,
III-LT16, III-LT18, III-LT19, III-LT20, III-LTY3, III-LTY4 and III-LTY5 Regular Interests after distributions and the allocation of Realized Losses and Net Negative Amortization Amounts on the prior Distribution Date.


P1 =         the aggregate principal balance of the Class III-LT9, III-LT10, III-LT11, III-LT12, III-LT14, III-LT15, III-LT16,
III-LT18, III-LT19, III-LT20, III-LTY3, III-LTY4 and III-LTY5 Regular Interests after distributions and the allocation of Realized Losses and Net Negative Amortization Amounts to be made on such Distribution Date.


ΔP =        P0 - P1 = the aggregate of the Class III-LT9, III-LT10, III-LT11, III-LT12, III-LT14, III-LT15, III-LT16,
III-LT18, III-LT19, III-LT20, III-LTY3, III-LTY4 and III-5 Principal Reduction Amounts, which


      =        the aggregate of the principal portions of Realized Losses to be allocated to, and the principal distributions to be made on, the
Certificates related to Loan Groups 3, 4 and 5 on such Distribution Date (including distributions of accrued and unpaid interest on the Class X Certificates related to Loan Groups 3, 4 and 5 for prior Distribution Dates) reduced by Net Negative Amortization
allocated to such Certificates on such Distribution Date.


R0 =         the Aggregate Groups 3-5 Net Weighted Average Pass-Through Rate (stated as a monthly rate) after giving effect to amounts distributed and
Realized Losses allocated on the prior Distribution Date.


R1 =         the Aggregate Groups 3-5 Net Weighted Average Pass-Through Rate (stated as a monthly rate) after giving effect to amounts to be distributed
and Realized Losses to be allocated on such Distribution Date.


α =          (Y2 + Y3)/P0.  The initial value of α on the Closing Date for use on the first Distribution Date
shall be 0.0001.


γ0 =         the lesser of (A) the sum of (1) for all Classes of  Certificates related to Loan Groups 3, 4 and 5, other
than the Class X Certificates, of the product for each Class of (i) the monthly interest rate (as limited by the related Loan Group Net Weighted Average Pass-Through Rate or Group M-B Net Weighted Average Pass-Through Rate, if applicable) for such
Class applicable for distributions to be made on such Distribution Date and (ii) the aggregate Certificate Principal Balance for such Class after distributions and the allocation of Realized Losses on the prior Distribution Date and (2) the sum of the Class
EX-PPP Loan Group 4 IO Component Accrued Interest and Class 5X-PPP Accrued Interest for such Distribution Date (as limited by the Aggregate Maximum Class EX-PPP and Class 5X-PPP Interest Amount, if applicable) and (B) R0*P0.


γ1  =        the lesser of (A) the sum of (1) for all Classes of Certificates related to Loan Groups 3, 4 and 5, other than the
Class X Certificates, of the product for each Class of (i) the monthly interest rate (as limited by the related Loan Group Net Weighted Average Pass-Through Rate or Group M-B Net Weighted Average Pass-Through Rate, if applicable) for such Class applicable
for distributions to be made on the next succeeding Distribution Date and (ii) the aggregate Certificate Principal Balance for such Class after distributions and the allocation of Realized Losses to be made on such Distribution Date and (2) the sum of the Class
EX-PPP Loan Group 4 IO Component and Class 5X-PPP Accrued Interest for the next succeeding Distribution Date (as limited by the Aggregate Maximum Class EX-PPP and Class 5X-PPP Interest Amount, if applicable) and (B) R1*P1.


Then, based on the foregoing definitions:


ΔY1 =      ΔP - ΔY2 - ΔY3 - ΔY4 - ΔY6 -
ΔY7 - ΔY8 - ΔY10 - ΔY11 - ΔY12;


ΔY2 =      (α/2){( γ0R1 - γ1R0)/R0R1};


ΔY3 =      αΔP - ΔY2; and


ΔY4 =      ΔY3.


if both ΔY2 and ΔY3, as so determined, are non-negative numbers.  Otherwise:


(1)           If ΔY2, as so determined, is negative, then


ΔY2 = 0;


ΔY3 = α{γ1R0P0 - γ0R1P1}/{γ1R0};


ΔY4 = ΔY3; and


ΔY1 = ΔP - ΔY2 - ΔY3 - ΔY4 - ΔY6 - ΔY7 - ΔY8 - ΔY8 -
ΔY10 - ΔY11 - ΔY12.


(2)           If ΔY3, as so determined, is negative, then


ΔY3 = 0;


ΔY2 = α{ γ0R1P1 - γ1R0P0}/{2R1R0P1 - 
γ1R0};


ΔY4 = ΔY3; and


ΔY1 = ΔP - ΔY2 - ΔY3 - ΔY4 - ΔY6 - ΔY7 - ΔY8 - ΔY8 -
ΔY10 - ΔY11 - ΔY12.


β = (Y6 + Y7)/P0.  The initial value of β on the Closing Date for use on the first Distribution Date shall be 0.0001.


λ0 =         the lesser of (A) the sum of (1) for all Classes of Certificates related to Loan Groups 3, 4 and 5, other than
the Class X Certificates,  of the product for each Class of (i) the monthly interest rate (as limited by the related Loan Group Net Weighted Average Pass-Through Rate or Group M-B Net Weighted Average Pass-Through Rate, if applicable) for such
Class applicable for distributions to be made on such Distribution Date and (ii) the aggregate Certificate Principal Balance for such Class after distributions and the allocation of Realized Losses on the prior Distribution Date and (2) the sum of the Class
EX-PPP Loan Group 3 IO Component Accrued Interest and Class 5X-PPP Accrued Interest for such Distribution Date (as limited by the Aggregate Maximum Class CX Interest Amount, if applicable) and (B) R0*P0.


λ1  =        the lesser of (A) the sum of (1) for all Classes of Certificates related to Loan Groups 1 and 2, other than the
Class X Certificates,  of the product for each Class of (i) the monthly interest rate (as limited by the related Loan Group Weighted Average Pass-Through Rate or Group L-B Weighted Average Pass-Through Rate, if applicable) for such Class applicable for
distributions to be made on the next succeeding Distribution Date and (ii) the aggregate Certificate Principal Balance for such Class after distributions and the allocation of Realized Losses to be made on such Distribution Date and (2) the sum of the Class
EX-PPP Loan Group 3 IO Component Accrued Interest and Class 5X-PPP Accrued Interest for the next succeeding Distribution Date (as limited by the Aggregate Maximum Class EX-PPP and Class 5X-PPP Interest Amount, if applicable) and (B)
R1*P1.


Then, based on the foregoing definitions:


ΔY1 =      ΔP - ΔY2 - ΔY3 - ΔY4 - ΔY6 -
ΔY7 - ΔY8 - ΔY8 - ΔY10 - ΔY11 - ΔY12;


ΔY6 =      (β/2){( λ0R1 - λ1R0)/R0R1};


ΔY7 =      βΔP - ΔY6; and


ΔY8 =      ΔY7.


if both ΔY6 and ΔY7, as so determined, are non-negative numbers.  Otherwise:


(1)           If ΔY6, as so determined, is negative, then


ΔY6 = 0;


ΔY7 = β{λ1R0P0 - λ0R1P1}/{λ1R0};


ΔY8 = ΔY7; and


ΔY1 = ΔP - ΔY2 - ΔY3 - ΔY4 - ΔY6 - ΔY7 - ΔY8 - ΔY8 -
ΔY10 - ΔY11 - ΔY12.


(2)           If ΔY7, as so determined, is negative, then


ΔY7 = 0;


ΔY6 = β{ λ0R1P1 - λ1R0P0}/{2R1R0P1 - 
λ1R0};


ΔY8 = ΔY7; and


ΔY1 = ΔP - ΔY2 - ΔY3 - ΔY4 - ΔY6 - ΔY7 - ΔY8 - ΔY8 -
ΔY10 - ΔY11 - ΔY12.


e=           (Y10 + Y11)/P0.  The initial value of  e on the Closing Date for use on the first Distribution Date shall be 0.0001.


Y0=        the lesser of (A) the sum of (1) for all Classes of Certificates related to Loan Groups 3, 4
and 5, other than the Class X Certificates,  of the product for each Class of (i) the monthly interest rate (as limited by the related Loan Group Net Weighted Average Pass-Through Rate or Group M-B Net Weighted Average Pass-Through Rate, if applicable) for
such Class applicable for distributions to be made on such Distribution Date and (ii) the aggregate Certificate Principal Balance for such Class after distributions and the allocation of Realized Losses on the prior Distribution Date and (2) the sum of the
Class EX-PPP Loan Group 3 IO Component Accrued Interest and Class EX-PPP Loan Group 4 IO Component Accrued Interest for such Distribution Date (as limited by the Aggregate Maximum Class CX Interest Amount, if applicable) and (B)
R0*P0.


Y1  =       the lesser of (A) the sum of (1) for all Classes of Certificates related to Loan Groups 1
and 2, other than the Class X Certificates,  of the product for each Class of (i) the monthly interest rate (as limited by the related Loan Group Weighted Average Pass-Through Rate or Group L-B Weighted Average Pass-Through Rate, if applicable) for such
Class applicable for distributions to be made on the next succeeding Distribution Date and (ii) the aggregate Certificate Principal Balance for such Class after distributions and the allocation of Realized Losses to be made on such Distribution Date and (2)
the sum of the Class EX-PPP Loan Group 3 IO Component Accrued Interest and Class Class EX-PPP Loan Group 4 IO Component Accrued Interest for the next succeeding Distribution Date (as limited by the Aggregate Maximum Class EX-PPP and Class 5X-PPP Interest Amount, if
applicable) and (B) R1*P1.


Then, based on the foregoing definitions:


ΔY1 = ΔP - ΔY2 - ΔY3 - ΔY4 - ΔY6 - ΔY7 - ΔY8 - ΔY8 -
ΔY10 - ΔY11 - ΔY12;


ΔY10 =     (e/2){(Y0R1 -  Y1R0)/R0R1};


ΔY11 =    
 eΔP - ΔY10; and


ΔY12 =     ΔY11.


if both ΔY10 and ΔY11, as so determined, are non-negative numbers.  Otherwise:


(1)           If ΔY10, as so determined, is negative, then


ΔY10 = 0;


ΔY11 =
 e{Y1R0P0
-  Y0R1P1}/{Y1R0};


ΔY12 = ΔY11; and


ΔY1 = ΔP - ΔY2 - ΔY3 - ΔY4 - ΔY6 - ΔY7 - ΔY8 - ΔY8 -
ΔY10 - ΔY11 - ΔY12.


 (2)          If ΔY11, as so determined, is negative, then


ΔY11 = 0;


ΔY10 =
 e{Y0R1P1
-  Y1R0P0}/{2R1R0P1 -   Y1R0};


ΔY12 = ΔY11; and


ΔY1 = ΔP - ΔY2 - ΔY3 - ΔY4 - ΔY6 - ΔY7 - ΔY8 - ΔY8 -
ΔY10 - ΔY11 - ΔY12.


 


In the execution copy of this Agreement, symbols are represented by the following labels; in any conformed copy of this Agreement, such symbols may be represented by characters other
than numerals and the upper and lower case letters of the alphabet and standard punctuation, including, without limitation, Greek letters and mathematical symbols.


 


Example:


 


	
a

	
alpha


	
D

	
delta


	
g

	
gamma





 


 








	
 

	
Exhibit A


	
 

	
CUSIP 939355 AA1







 



	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class 1A







 


Evidencing a beneficial interest in a trust that owns a pool of assets consisting of, among other things, conventional one- to four-family mortgage loans formed by


WaMu ASSET ACCEPTANCE CORP.


 


 


This Certificate is issued by Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2007-OA3 Trust. This Certificate represents ownership of a “regular interest” in a “real estate
mortgage investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended, together with certain rights specified in the Pooling Agreement. The issue date of this Certificate is March 28,
2007.


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


 


	
WMALT Series 2007-OA3

	
Portion of the Class 1A Principal Balance as of the Cut‐Off Date Evidenced by this Certificate:

	
$230,966,000.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class 1A Certificate Interest Rate:

	
Variable

	
 


	
Cut-Off Date:

	
March 1, 2007

	
 


	
First Distribution Date:

	
April 25, 2007

	
 


	
Last Scheduled Distribution Date:

	
February 25, 2047

	
 


	
Class 1A Principal Balance as of the Cut‐Off Date:

	
$230,966,000.00

	
 





 




Cede & Co.

Registered Owner








 


 






 



	
 

	
Exhibit A


	
 

	
CUSIP 939355 AB9







 



	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class 2A







 


Evidencing a beneficial interest in a trust that owns a pool of assets consisting of, among other things, conventional one- to four-family mortgage loans formed by


WaMu ASSET ACCEPTANCE CORP.


 


 


This Certificate is issued by Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2007-OA3 Trust. This Certificate represents ownership of a “regular interest” in a “real estate
mortgage investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended, together with certain rights specified in the Pooling Agreement. The issue date of this Certificate is March 28,
2007.


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


 


	
WMALT Series 2007-OA3

	
Portion of the Class 2A Principal Balance as of the Cut‐Off Date Evidenced by this Certificate:

	
$345,618,000.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class 2A Certificate Interest Rate:

	
Variable

	
 


	
Cut-Off Date:

	
March 1, 2007

	
 


	
First Distribution Date:

	
April 25, 2007

	
 


	
Last Scheduled Distribution Date:

	
February 25, 2047

	
 


	
Class 2A Principal Balance as of the Cut‐Off Date:

	
$345,618,000.00

	
 





 




Cede & Co.

Registered Owner








 






 



	
 

	
Exhibit A


	
 

	
CUSIP 939355 AC7







 



	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class 3A







 


Evidencing a beneficial interest in a trust that owns a pool of assets consisting of, among other things, conventional one- to four-family mortgage loans formed by


WaMu ASSET ACCEPTANCE CORP.


 


 


This Certificate is issued by Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2007-OA3 Trust. This Certificate represents ownership of a “regular interest” in a “real estate
mortgage investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended, together with certain rights specified in the Pooling Agreement. The issue date of this Certificate is March 28,
2007.


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


 


	
WMALT Series 2007-OA3

	
Portion of the Class 3A Principal Balance as of the Cut‐Off Date Evidenced by this Certificate:

	
$195,998,000.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class 3A Certificate Interest Rate:

	
Variable

	
 


	
Cut-Off Date:

	
March 1, 2007

	
 


	
First Distribution Date:

	
April 25, 2007

	
 


	
Last Scheduled Distribution Date:

	
April 25, 2047

	
 


	
Class 3A Principal Balance as of the Cut‐Off Date:

	
$195,998,000.00

	
 





 




Cede & Co.

Registered Owner








 






 



	
 

	
Exhibit A


	
 

	
CUSIP 939355 AD5







 



	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class 4A-1







 


Evidencing a beneficial interest in a trust that owns a pool of assets consisting of, among other things, conventional one- to four-family mortgage loans formed by


WaMu ASSET ACCEPTANCE CORP.


 


 


This Certificate is issued by Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2007-OA3 Trust. This Certificate represents ownership of a “regular interest” in a “real estate
mortgage investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended, together with certain rights specified in the Pooling Agreement. The issue date of this Certificate is March 28,
2007.


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


 


	
WMALT Series 2007-OA3

	
Portion of the Class 4A-1 Principal Balance as of the Cut‐Off Date Evidenced by this Certificate:

	
$435,772,000.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class 4A-1 Certificate Interest Rate:

	
Variable

	
 


	
Cut-Off Date:

	
March 1, 2007

	
 


	
First Distribution Date:

	
April 25, 2007

	
 


	
Last Scheduled Distribution Date:

	
April 25, 2047

	
 


	
Class 4A-1 Principal Balance as of the Cut‐Off Date:

	
$435,772,000.00

	
 





 




Cede & Co.

Registered Owner








 






 



	
 

	
Exhibit A


	
 

	
CUSIP 939355 BR3







 



	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class 4A-2







 


Evidencing a beneficial interest in a trust that owns a pool of assets consisting of, among other things, conventional one- to four-family mortgage loans formed by


WaMu ASSET ACCEPTANCE CORP.


 


 


This Certificate is issued by Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2007-OA3 Trust. This Certificate represents ownership of a “regular interest” in a “real estate
mortgage investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended, together with certain rights specified in the Pooling Agreement. The issue date of this Certificate is March 28,
2007.


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


 


	
WMALT Series 2007-OA3

	
Portion of the Class 4A-2 Principal Balance as of the Cut‐Off Date Evidenced by this Certificate:

	
$50,000,000.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class 4A-2 Certificate Interest Rate:

	
Variable

	
 


	
Cut-Off Date:

	
March 1, 2007

	
 


	
First Distribution Date:

	
April 25, 2007

	
 


	
Last Scheduled Distribution Date:

	
April 25, 2047

	
 


	
Class 4A-2 Principal Balance as of the Cut‐Off Date:

	
$50,000,000.00

	
 





 




Cede & Co.

Registered Owner








 






 



	
 

	
Exhibit A


	
 

	
CUSIP 939355 BS1







 



	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class 4A-B







 


Evidencing a beneficial interest in a trust that owns a pool of assets consisting of, among other things, conventional one- to four-family mortgage loans formed by


WaMu ASSET ACCEPTANCE CORP.


 


 


This Certificate is issued by Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2007-OA3 Trust. This Certificate represents ownership of a “regular interest” in a “real estate
mortgage investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended, together with certain rights specified in the Pooling Agreement. The issue date of this Certificate is March 28,
2007.


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


The Class 4A-B Certificates will provide credit support to certain Classes of Certificates, as described in the Pooling Agreement.


 


	
WMALT Series 2007-OA3

	
Portion of the Class 4A-B Principal Balance as of the Cut‐Off Date Evidenced by this Certificate:

	
$161,924,000.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class 4A-B Certificate Interest Rate:

	
Variable

	
 


	
Cut-Off Date:

	
March 1, 2007

	
 


	
First Distribution Date:

	
April 25, 2007

	
 


	
Last Scheduled Distribution Date:

	
April 25, 2047

	
 


	
Class 4A-B Principal Balance as of the Cut‐Off Date:

	
$161,924,000.00

	
 





 




Cede & Co.

Registered Owner








 






 



	
 

	
Exhibit A


	
 

	
CUSIP 939355 AE3







 



	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class 5A







 


Evidencing a beneficial interest in a trust that owns a pool of assets consisting of, among other things, conventional one- to four-family mortgage loans formed by


WaMu ASSET ACCEPTANCE CORP.


 


 


This Certificate is issued by Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2007-OA3 Trust. This Certificate represents ownership of a “regular interest” in a “real estate
mortgage investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended, together with certain rights specified in the Pooling Agreement. The issue date of this Certificate is March 28,
2007.


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


 


	
WMALT Series 2007-OA3

	
Portion of the Class 5A Principal Balance as of the Cut‐Off Date Evidenced by this Certificate:

	
$241,970,000.00  


	
 

	
 

	
 


	
 

	
 

	
 


	
Class 5A Certificate Interest Rate:

	
Variable

	
 


	
Cut-Off Date:

	
March 1, 2007

	
 


	
First Distribution Date:

	
April 25, 2007

	
 


	
Last Scheduled Distribution Date:

	
April 25, 2047

	
 


	
Class 5A Principal Balance as of the Cut‐Off Date:

	
$241,970,000.00

	
 





 




Cede & Co.

Registered Owner








 






 



	
 

	
Exhibit A


	
 

	
CUSIP 939355 AF0







 



	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class CA-1B







 


Evidencing a beneficial interest in a trust that owns a pool of assets consisting of, among other things, conventional one- to four-family mortgage loans formed by


WaMu ASSET ACCEPTANCE CORP.


 


 


This Certificate is issued by Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2007-OA3 Trust. This Certificate represents ownership of a “regular interest” in a “real estate
mortgage investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended, together with certain rights specified in the Pooling Agreement. The issue date of this Certificate is March 28,
2007.


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


The Class CA-1B Certificates will provide credit support to certain Classes of Certificates, as described in the Pooling Agreement.


 


	
WMALT Series 2007-OA3

	
Portion of the Class CA-1B Principal Balance as of the Cut‐Off Date Evidenced by this Certificate:

	
$72,074,000.00


	
 

	
 

	
 


	
Class CA-1B Certificate Interest Rate:

	
Variable

	
 


	
Cut-Off Date:

	
March 1, 2007

	
 


	
First Distribution Date:

	
April 25, 2007

	
 


	
Last Scheduled Distribution Date:

	
February 25, 2047

	
 


	
Class CA-1B Principal Balance as of the Cut‐Off Date:

	
$72,074,000.00

	
 





 




Cede & Co.

Registered Owner








 






 


 



	
 

	
Exhibit A


	
 

	
CUSIP 939355 AG8







 



	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class CA-1C







 


Evidencing a beneficial interest in a trust that owns a pool of assets consisting of, among other things, conventional one- to four-family mortgage loans formed by


WaMu ASSET ACCEPTANCE CORP.


 


 


This Certificate is issued by Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2007-OA3 Trust. This Certificate represents ownership of a “regular interest” in a “real estate
mortgage investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended, together with certain rights specified in the Pooling Agreement. The issue date of this Certificate is March 28,
2007.


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


The Class CA-1C Certificates will provide credit support to certain Classes of Certificates, as described in the Pooling Agreement.


 


	
WMALT Series 2007-OA3

	
Portion of the Class CA-1C Principal Balance as of the Cut‐Off Date Evidenced by this Certificate:

	
$72,074,000.00


	
 

	
 

	
 


	
Class CA-1C Certificate Interest Rate:

	
Variable

	
 


	
Cut-Off Date:

	
March 1, 2007

	
 


	
First Distribution Date:

	
April 25, 2007

	
 


	
Last Scheduled Distribution Date:

	
February 25, 2047

	
 


	
Class CA-1C Principal Balance as of the Cut‐Off Date:

	
$72,074,000.00

	
 





 




Cede & Co.

Registered Owner








 






 



	
 

	
Exhibit A


	
 

	
CUSIP 939355 AH6







 



	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class DA-1B







 


Evidencing a beneficial interest in a trust that owns a pool of assets consisting of, among other things, conventional one- to four-family mortgage loans formed by


WaMu ASSET ACCEPTANCE CORP.


 


 


This Certificate is issued by Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2007-OA3 Trust. This Certificate represents ownership of a “regular interest” in a “real estate
mortgage investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended, together with certain rights specified in the Pooling Agreement. The issue date of this Certificate is March 28,
2007.


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


The Class DA-1B Certificates will provide credit support to certain Classes of Certificates, as described in the Pooling Agreement.


 


	
WMALT Series 2007-OA3

	
Portion of the Class DA-1B Principal Balance as of the Cut‐Off Date Evidenced by this Certificate:

	
$135,709,000.00


	
 

	
 

	
 


	
Class DA-1B Certificate Interest Rate:

	
Variable

	
 


	
Cut-Off Date:

	
March 1, 2007

	
 


	
First Distribution Date:

	
April 25, 2007

	
 


	
Last Scheduled Distribution Date:

	
April 25, 2047

	
 


	
Class DA-1B Principal Balance as of the Cut‐Off Date:

	
$135,709,000.00

	
 





 




Cede & Co.

Registered Owner








 






 


 



	
 

	
Exhibit A


	
 

	
CUSIP 939355 AJ2







 



	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class DA-1C







 


Evidencing a beneficial interest in a trust that owns a pool of assets consisting of, among other things, conventional one- to four-family mortgage loans formed by


WaMu ASSET ACCEPTANCE CORP.


 


 


This Certificate is issued by Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2007-OA3 Trust. This Certificate represents ownership of a “regular interest” in a “real estate
mortgage investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended, together with certain rights specified in the Pooling Agreement. The issue date of this Certificate is March 28,
2007.


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


The Class DA-1C Certificates will provide credit support to certain Classes of Certificates, as described in the Pooling Agreement.


 


	
WMALT Series 2007-OA3

	
Portion of the Class DA-1C Principal Balance as of the Cut‐Off Date Evidenced by this Certificate:

	
$135,709,000.00


	
 

	
 

	
 


	
Class DA-1C Certificate Interest Rate:

	
Variable

	
 


	
Cut-Off Date:

	
March 1, 2007

	
 


	
First Distribution Date:

	
April 25, 2007

	
 


	
Last Scheduled Distribution Date:

	
April 25, 2047

	
 


	
Class DA-1C Principal Balance as of the Cut‐Off Date:

	
$135,709,000.00

	
 





 




Cede & Co.

Registered Owner








 






 



	
 

	
Exhibit A


	
 

	
CUSIP 939355 AK9







 



	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class CX-1







 


Evidencing a beneficial interest in a trust that owns a pool of assets consisting of, among other things, conventional one- to four-family mortgage loans formed by


WaMu ASSET ACCEPTANCE CORP.


 


 


This Certificate is issued by Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2007-OA3 Trust. This Certificate represents ownership of a “regular interest” in a “real estate
mortgage investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended, together with certain obligations specified in the Pooling Agreement. The issue date of this Certificate is March
28, 2007.


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


 


	
WMALT Series 2007-OA3

	
Portion of the Class CX-1 Notional Amount as of the Cut-Off Date Evidenced by this Certificate:

	
$76,043,343.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class CX-1 Accrued Interest:

	
Variable, applied to the Class CX-1 Notional Amount

	
 


	
Cut-Off Date:

	
March 1, 2007

	
 


	
First Distribution Date:

	
April 25, 2007

	
 


	
Last Scheduled Distribution Date:

	
February 25, 2047

	
 


	
Class CX-1 Notional Amount as of the Cut-Off Date:

	
$76,043,343.00

	
 


	
Class CX-1 Principal Balance as of the Cut-Off Date

	
$0.00

	
 





 




Cede & Co.

Registered Owner








 






 



	
 

	
Exhibit A


	
 

	
CUSIP 939355 AN3







 



	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class FX







 


Evidencing a beneficial interest in a trust that owns a pool of assets consisting of, among other things, conventional one- to four-family mortgage loans formed by


WaMu ASSET ACCEPTANCE CORP.


 


 


This Certificate is issued by Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2007-OA3 Trust. This Certificate represents ownership of a “regular interest” in a “real estate
mortgage investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue date of this Certificate is March 28, 2007.


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


 


	
WMALT Series 2007-OA3

	
Portion of the Class FX Notional Amount as of the Cut-Off Date Evidenced by this Certificate:

	
$120,727,725.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class FX Accrued Interest:

	
Variable, applied to the Class FX Notional Amount

	
 


	
Cut-Off Date:

	
March 1, 2007

	
 


	
First Distribution Date:

	
April 25, 2007

	
 


	
Last Scheduled Distribution Date:

	
April 25, 2047

	
 


	
Class FX Notional Amount as of the Cut-Off Date:

	
$120,727,725.00

	
 


	
Class FX Principal Balance as of the Cut-Off Date

	
$0.00

	
 





 




Cede & Co.

Registered Owner








 






 



	
 

	
Exhibit A


	
 

	
CUSIP 939355 AL7







 



	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class CX-2-PPP







 


Evidencing a beneficial interest in a trust that owns a pool of assets consisting of, among other things, conventional one- to four-family mortgage loans formed by


WaMu ASSET ACCEPTANCE CORP.


 


 


This Certificate is issued by Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2007-OA3 Trust. This Certificate represents ownership of a “regular interest” in a “real estate
mortgage investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended, together with certain obligations specified in the Pooling Agreement. The issue date of this Certificate is March
28, 2007.


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


NO TRANSFER OF THIS CLASS CX-2-PPP CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE HAS RECEIVED (I) AN OFFICER’S CERTIFICATE IN THE FORM DESCRIBED IN SECTION 5.01(h) OF THE POOLING AGREEMENT AND (II) IF SO
INDICATED IN SUCH OFFICER’S CERTIFICATE, AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT SUBJECT THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR
LIABILITIES UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY.


NOTWITHSTANDING THE FOREGOING PARAGRAPH, WITH RESPECT TO THE TRANSFER OF THIS CLASS CX‐2‐PPP CERTIFICATE TO DTC OR ANY OTHER CLEARING AGENCY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS
CERTIFICATE FOR SO LONG AS THIS CERTIFICATE IS HELD BY DTC OR ANY OTHER CLEARING AGENCY, (I) AN OFFICER’S CERTIFICATE (AND, IF APPLICABLE, A BENEFIT PLAN OPINION), AS DESCRIBED IN THE FOREGOING PARAGRAPH, SHALL NOT BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS
SHALL APPLY:


1.             ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION OR HOLDING
OF THIS CERTIFICATE (OR INTEREST HEREIN), THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE, OR ANY PERSON (INCLUDING AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A
TRUSTEE OF ANY SUCH PLAN) ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF OR PURCHASING THIS CERTIFICATE WITH “PLAN ASSETS” OF ANY SUCH PLAN (A “PLAN INVESTOR”); AND


2.             IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD IN VIOLATION OF THE PROVISIONS OF THE
PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE THAT IS NOT A PLAN INVESTOR SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS BENEFICIAL HOLDER THEREOF RETROACTIVE TO THE DATE OF TRANSFER OF THIS CERTIFICATE BY SUCH PRECEDING
TRANSFEREE.  NEITHER THE TRUST NOR THE TRUSTEE SHALL BE UNDER ANY LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE.


ANY PURPORTED BENEFICIAL HOLDER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 5.01(h) OF THE POOLING AGREEMENT SHALL INDEMNIFY
AND HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER, THE TRUST AND EACH UNDERWRITER FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.


	
WMALT Series 2007-OA3

	
Portion of the Class CX-2-PPP Notional Amount as of the Cut-Off Date Evidenced by this Certificate:

	
$736,050,685.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class CX-2-PPP Accrued Interest:

	
Variable, applied to the Class CX-2-PPP Notional Amount

	
 


	
Cut-Off Date:

	
March 1, 2007

	
 


	
First Distribution Date:

	
April 25, 2007

	
 


	
Last Scheduled Distribution Date:

	
February 25, 2047

	
 


	
Class CX-2-PPP Notional Amount as of the Cut-Off Date:

	
$736,050,685.00

	
 


	
Class CX-2-PPP Principal Balance as of the Cut-Off Date

	
$0.00

	
 





 




Cede & Co.

Registered Owner








 






 



	
 

	
Exhibit A


	
 

	
CUSIP 939355 AM5







 



	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class EX-PPP







 


Evidencing a beneficial interest in a trust that owns a pool of assets consisting of, among other things, conventional one- to four-family mortgage loans formed by


WaMu ASSET ACCEPTANCE CORP.


 


 


This Certificate is issued by Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2007-OA3 Trust. This Certificate represents ownership of a “regular interest” in a “real estate
mortgage investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended, together with certain obligations specified in the Pooling Agreement. The issue date of this Certificate is March
28, 2007.


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


NO TRANSFER OF THIS CLASS EX-PPP CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE HAS RECEIVED (I) AN OFFICER’S CERTIFICATE IN THE FORM DESCRIBED IN SECTION 5.01(h) OF THE POOLING AGREEMENT AND (II) IF SO
INDICATED IN SUCH OFFICER’S CERTIFICATE, AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT SUBJECT THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR
LIABILITIES UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY.


NOTWITHSTANDING THE FOREGOING PARAGRAPH, WITH RESPECT TO THE TRANSFER OF THIS CLASS EX-PPP CERTIFICATE TO DTC OR ANY OTHER CLEARING AGENCY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR SO
LONG AS THIS CERTIFICATE IS HELD BY DTC OR ANY OTHER CLEARING AGENCY, (I) AN OFFICER’S CERTIFICATE (AND, IF APPLICABLE, A BENEFIT PLAN OPINION), AS DESCRIBED IN THE FOREGOING PARAGRAPH, SHALL NOT BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL
APPLY:


1.             ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION OR HOLDING
OF THIS CERTIFICATE (OR INTEREST HEREIN), THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE, OR ANY PERSON (INCLUDING AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A
TRUSTEE OF ANY SUCH PLAN) ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF OR PURCHASING THIS CERTIFICATE WITH “PLAN ASSETS” OF ANY SUCH PLAN (A “PLAN INVESTOR”); AND


2.             IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD IN VIOLATION OF THE PROVISIONS OF THE
PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE THAT IS NOT A PLAN INVESTOR SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS BENEFICIAL HOLDER THEREOF RETROACTIVE TO THE DATE OF TRANSFER OF THIS CERTIFICATE BY SUCH PRECEDING
TRANSFEREE.  NEITHER THE TRUST NOR THE TRUSTEE SHALL BE UNDER ANY LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE.


ANY PURPORTED BENEFICIAL HOLDER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 5.01(h) OF THE POOLING AGREEMENT SHALL INDEMNIFY
AND HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER, THE TRUST AND EACH UNDERWRITER FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.


	
WMALT Series 2007-OA3

	
Portion of the Class EX-PPP Notional Amount as of the Cut-Off Date Evidenced by this Certificate:

	
$1,212,205,012.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class EX-PPP Accrued Interest:

	
Variable, applied to the Class EX-PPP Notional Amount

	
 


	
Cut-Off Date:

	
March 1, 2007

	
 


	
First Distribution Date:

	
April 25, 2007

	
 


	
Last Scheduled Distribution Date:

	
April 25, 2047

	
 


	
Class EX-PPP Notional Amount as of the Cut-Off Date:

	
$1,212,205,012.00

	
 


	
Class EX-PPP Principal Balance as of the Cut-Off Date

	
$0.00

	
 





 




Cede & Co.

Registered Owner








 






 



	
 

	
Exhibit A


	
 

	
CUSIP 939355 AP8







 



	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class 5X-PPP







 


Evidencing a beneficial interest in a trust that owns a pool of assets consisting of, among other things, conventional one- to four-family mortgage loans formed by


WaMu ASSET ACCEPTANCE CORP.


 


 


This Certificate is issued by Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2007-OA3 Trust. This Certificate represents ownership of a “regular interest” in a “real estate
mortgage investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended, together with certain obligations specified in the Pooling Agreement. The issue date of this Certificate is March
28, 2007.


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


NO TRANSFER OF THIS CLASS 5X-PPP CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE HAS RECEIVED (I) AN OFFICER’S CERTIFICATE IN THE FORM DESCRIBED IN SECTION 5.01(h) OF THE POOLING AGREEMENT AND (II) IF SO
INDICATED IN SUCH OFFICER’S CERTIFICATE, AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT SUBJECT THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR
LIABILITIES UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY.


NOTWITHSTANDING THE FOREGOING PARAGRAPH, WITH RESPECT TO THE TRANSFER OF THIS CLASS 5X-PPP CERTIFICATE TO DTC OR ANY OTHER CLEARING AGENCY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR SO
LONG AS THIS CERTIFICATE IS HELD BY DTC OR ANY OTHER CLEARING AGENCY, (I) AN OFFICER’S CERTIFICATE (AND, IF APPLICABLE, A BENEFIT PLAN OPINION), AS DESCRIBED IN THE FOREGOING PARAGRAPH, SHALL NOT BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL
APPLY:


1.             ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION OR HOLDING
OF THIS CERTIFICATE (OR INTEREST HEREIN), THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE, OR ANY PERSON (INCLUDING AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A
TRUSTEE OF ANY SUCH PLAN) ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF OR PURCHASING THIS CERTIFICATE WITH “PLAN ASSETS” OF ANY SUCH PLAN (A “PLAN INVESTOR”); AND


2.             IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD IN VIOLATION OF THE PROVISIONS OF THE
PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE THAT IS NOT A PLAN INVESTOR SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS BENEFICIAL HOLDER THEREOF RETROACTIVE TO THE DATE OF TRANSFER OF THIS CERTIFICATE BY SUCH PRECEDING
TRANSFEREE.  NEITHER THE TRUST NOR THE TRUSTEE SHALL BE UNDER ANY LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE.


ANY PURPORTED BENEFICIAL HOLDER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 5.01(h) OF THE POOLING AGREEMENT SHALL INDEMNIFY
AND HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER, THE TRUST AND EACH UNDERWRITER FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.


	
WMALT Series 2007-OA3

	
Portion of the Class 5X-PPP Notional Amount as of the Cut-Off Date Evidenced by this Certificate:

	
$347,660,219.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class 5X-PPP Accrued Interest:

	
Variable, applied to the Class 5X-PPP Notional Amount

	
 


	
Cut-Off Date:

	
March 1, 2007

	
 


	
First Distribution Date:

	
April 25, 2007

	
 


	
Last Scheduled Distribution Date:

	
April 25, 2047

	
 


	
Class 5X-PPP Notional Amount as of the Cut-Off Date:

	
$347,660,219.00

	
 


	
Class 5X-PPP Principal Balance as of the Cut-Off Date

	
$0.00

	
 





 




Cede & Co.

Registered Owner








 






 



	
 

	
Exhibit A


	
 

	
CUSIP 939355 AQ6







 



	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class L-B-1







 


Evidencing a beneficial interest in a trust that owns a pool of assets consisting of, among other things, conventional one- to four-family mortgage loans formed by


WaMu ASSET ACCEPTANCE CORP.


 


 


This Certificate is issued by Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2007-OA3 Trust. This Certificate represents ownership of a “regular interest” in a “real estate
mortgage investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended (the “Code”), together with certain rights specified in the Pooling Agreement. The issue date of this
Certificate is March 28, 2007.


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


NO TRANSFER OF THIS CLASS L-B-1 CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE HAS RECEIVED (I) AN OFFICER’S CERTIFICATE IN THE FORM DESCRIBED IN SECTION 5.01(g) OF THE POOLING AGREEMENT AND (II) IF SO
INDICATED IN SUCH OFFICER’S CERTIFICATE, AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT SUBJECT THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR
LIABILITIES UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY.


NOTWITHSTANDING THE FOREGOING PARAGRAPH, WITH RESPECT TO THE TRANSFER OF THIS CLASS L-B-1 CERTIFICATE TO DTC OR ANY OTHER CLEARING AGENCY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR SO
LONG AS THIS CERTIFICATE IS HELD BY DTC OR ANY OTHER CLEARING AGENCY, (I) AN OFFICER’S CERTIFICATE (AND, IF APPLICABLE, A BENEFIT PLAN OPINION), AS DESCRIBED IN THE FOREGOING PARAGRAPH, SHALL NOT BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL
APPLY:


1.             ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION
OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN), THAT EITHER (A) SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE, OR ANY PERSON (INCLUDING AN INVESTMENT MANAGER, A
NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF OR PURCHASING THIS CERTIFICATE WITH “PLAN ASSETS” OF ANY SUCH PLAN (A “PLAN INVESTOR”), (B) SUCH TRANSFEREE IS AN INSURANCE COMPANY, THE SOURCE OF
FUNDS TO BE USED BY IT TO ACQUIRE OR HOLD THIS CERTIFICATE IS AN “INSURANCE COMPANY GENERAL ACCOUNT” (WITHIN THE MEANING OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60), AND THE CONDITIONS IN SECTIONS I AND III OF
PTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE (B), A “COMPLYING INSURANCE COMPANY”) OR (C) THIS CERTIFICATE WAS RATED “BBB-” OR BETTER (OR ITS EQUIVALENT) BY AT LEAST ONE OF THE RATING AGENCIES AT THE TIME OF SUCH
TRANSFEREE’S ACQUISITION OF THIS CERTIFICATE (OR INTEREST HEREIN); AND


2.             IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD IN VIOLATION OF THE PROVISIONS OF
THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR, (II) IS A COMPLYING INSURANCE COMPANY OR (III) ACQUIRED THIS CERTIFICATE AT A TIME WHEN THIS CERTIFICATE WAS RATED “BBB-” OR BETTER (OR ITS EQUIVALENT) BY
AT LEAST ONE OF THE RATING AGENCIES SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS BENEFICIAL HOLDER THEREOF RETROACTIVE TO THE DATE OF TRANSFER OF THIS CERTIFICATE BY SUCH PRECEDING TRANSFEREE.  NEITHER THE TRUST NOR THE
TRUSTEE SHALL BE UNDER ANY LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE.


ANY PURPORTED BENEFICIAL HOLDER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 5.01(g) OF THE POOLING AGREEMENT SHALL INDEMNIFY
AND HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER, THE TRUST AND EACH UNDERWRITER FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.


The Class L-B-1 Certificates will be subordinate in right of payment to and provide credit support to certain Classes of Certificates, as described in the Pooling Agreement.


 


	
WMALT Series 2007-OA3

	
Portion of the Class L-B-1 Principal Balance as of the Cut-Off Date Evidenced by this Certificate:

	
$16,243,000.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class L-B-1 Certificate Interest Rate:

	
Variable

	
 


	
Cut-Off Date:

	
March 1, 2007

	
 


	
First Distribution Date:

	
April 25, 2007

	
 


	
Last Scheduled Distribution Date:

	
February 25, 2047

	
 


	
Class L-B-1 Principal Balance as of the Cut-Off Date:

	
$16,243,000.00

	
 





 


 




Cede & Co.

Registered Owner












 



	
 

	
Exhibit A


	
 

	
CUSIP 939355 AR4







 



	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class L-B-2







 


Evidencing a beneficial interest in a trust that owns a pool of assets consisting of, among other things, conventional one- to four-family mortgage loans formed by


WaMu ASSET ACCEPTANCE CORP.


 


 


This Certificate is issued by Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2007-OA3 Trust. This Certificate represents ownership of a “regular interest” in a “real estate
mortgage investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended (the “Code”), together with certain rights specified in the Pooling Agreement. The issue date of this
Certificate is March 28, 2007.


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


NO TRANSFER OF THIS CLASS L-B-2 CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE HAS RECEIVED (I) AN OFFICER’S CERTIFICATE IN THE FORM DESCRIBED IN SECTION 5.01(g) OF THE POOLING AGREEMENT AND (II) IF SO
INDICATED IN SUCH OFFICER’S CERTIFICATE, AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT SUBJECT THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR
LIABILITIES UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY.


NOTWITHSTANDING THE FOREGOING PARAGRAPH, WITH RESPECT TO THE TRANSFER OF THIS CLASS L-B-2 CERTIFICATE TO DTC OR ANY OTHER CLEARING AGENCY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR SO
LONG AS THIS CERTIFICATE IS HELD BY DTC OR ANY OTHER CLEARING AGENCY, (I) AN OFFICER’S CERTIFICATE (AND, IF APPLICABLE, A BENEFIT PLAN OPINION), AS DESCRIBED IN THE FOREGOING PARAGRAPH, SHALL NOT BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL
APPLY:


1.             ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION
OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN), THAT EITHER (A) SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE, OR ANY PERSON (INCLUDING AN INVESTMENT MANAGER, A
NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF OR PURCHASING THIS CERTIFICATE WITH “PLAN ASSETS” OF ANY SUCH PLAN (A “PLAN INVESTOR”), (B) SUCH TRANSFEREE IS AN INSURANCE COMPANY, THE SOURCE OF
FUNDS TO BE USED BY IT TO ACQUIRE OR HOLD THIS CERTIFICATE IS AN “INSURANCE COMPANY GENERAL ACCOUNT” (WITHIN THE MEANING OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60), AND THE CONDITIONS IN SECTIONS I AND III OF
PTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE (B), A “COMPLYING INSURANCE COMPANY”) OR (C) THIS CERTIFICATE WAS RATED “BBB-” OR BETTER (OR ITS EQUIVALENT) BY AT LEAST ONE OF THE RATING AGENCIES AT THE TIME OF SUCH
TRANSFEREE’S ACQUISITION OF THIS CERTIFICATE (OR INTEREST HEREIN); AND


2.             IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD IN VIOLATION OF THE PROVISIONS OF
THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR, (II) IS A COMPLYING INSURANCE COMPANY OR (III) ACQUIRED THIS CERTIFICATE AT A TIME WHEN THIS CERTIFICATE WAS RATED “BBB-” OR BETTER (OR ITS EQUIVALENT) BY
AT LEAST ONE OF THE RATING AGENCIES SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS BENEFICIAL HOLDER THEREOF RETROACTIVE TO THE DATE OF TRANSFER OF THIS CERTIFICATE BY SUCH PRECEDING TRANSFEREE.  NEITHER THE TRUST NOR THE
TRUSTEE SHALL BE UNDER ANY LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE.


ANY PURPORTED BENEFICIAL HOLDER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 5.01(g) OF THE POOLING AGREEMENT SHALL INDEMNIFY
AND HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER, THE TRUST AND EACH UNDERWRITER FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.


The Class L-B-2 Certificates will be subordinate in right of payment to and provide credit support to certain Classes of Certificates, as described in the Pooling Agreement.


 


	
WMALT Series 2007-OA3

	
Portion of the Class L-B-2 Principal Balance as of the Cut-Off Date Evidenced by this Certificate:

	
$16,242,000.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class L-B-2 Certificate Interest Rate:

	
Variable

	
 


	
Cut-Off Date:

	
March 1, 2007

	
 


	
First Distribution Date:

	
April 25, 2007

	
 


	
Last Scheduled Distribution Date:

	
February 25, 2047

	
 


	
Class L-B-2 Principal Balance as of the Cut-Off Date:

	
$16,242,000.00

	
 





 


 




Cede & Co.

Registered Owner












 



	
 

	
Exhibit A


	
 

	
CUSIP 939355 AS2







 



	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class L-B-3







 


Evidencing a beneficial interest in a trust that owns a pool of assets consisting of, among other things, conventional one- to four-family mortgage loans formed by


WaMu ASSET ACCEPTANCE CORP.


 


 


This Certificate is issued by Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2007-OA3 Trust. This Certificate represents ownership of a “regular interest” in a “real estate
mortgage investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended (the “Code”), together with certain rights specified in the Pooling Agreement. The issue date of this
Certificate is March 28, 2007.


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


NO TRANSFER OF THIS CLASS L-B-3 CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE HAS RECEIVED (I) AN OFFICER’S CERTIFICATE IN THE FORM DESCRIBED IN SECTION 5.01(g) OF THE POOLING AGREEMENT AND (II) IF SO
INDICATED IN SUCH OFFICER’S CERTIFICATE, AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT SUBJECT THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR
LIABILITIES UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY.


NOTWITHSTANDING THE FOREGOING PARAGRAPH, WITH RESPECT TO THE TRANSFER OF THIS CLASS L-B-3 CERTIFICATE TO DTC OR ANY OTHER CLEARING AGENCY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR SO
LONG AS THIS CERTIFICATE IS HELD BY DTC OR ANY OTHER CLEARING AGENCY, (I) AN OFFICER’S CERTIFICATE (AND, IF APPLICABLE, A BENEFIT PLAN OPINION), AS DESCRIBED IN THE FOREGOING PARAGRAPH, SHALL NOT BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL
APPLY:


1.             ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION
OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN), THAT EITHER (A) SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE, OR ANY PERSON (INCLUDING AN INVESTMENT MANAGER, A
NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF OR PURCHASING THIS CERTIFICATE WITH “PLAN ASSETS” OF ANY SUCH PLAN (A “PLAN INVESTOR”), (B) SUCH TRANSFEREE IS AN INSURANCE COMPANY, THE SOURCE OF
FUNDS TO BE USED BY IT TO ACQUIRE OR HOLD THIS CERTIFICATE IS AN “INSURANCE COMPANY GENERAL ACCOUNT” (WITHIN THE MEANING OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60), AND THE CONDITIONS IN SECTIONS I AND III OF
PTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE (B), A “COMPLYING INSURANCE COMPANY”) OR (C) THIS CERTIFICATE WAS RATED “BBB-” OR BETTER (OR ITS EQUIVALENT) BY AT LEAST ONE OF THE RATING AGENCIES AT THE TIME OF SUCH
TRANSFEREE’S ACQUISITION OF THIS CERTIFICATE (OR INTEREST HEREIN); AND


2.             IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD IN VIOLATION OF THE PROVISIONS OF
THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR, (II) IS A COMPLYING INSURANCE COMPANY OR (III) ACQUIRED THIS CERTIFICATE AT A TIME WHEN THIS CERTIFICATE WAS RATED “BBB-” OR BETTER (OR ITS EQUIVALENT) BY
AT LEAST ONE OF THE RATING AGENCIES SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS BENEFICIAL HOLDER THEREOF RETROACTIVE TO THE DATE OF TRANSFER OF THIS CERTIFICATE BY SUCH PRECEDING TRANSFEREE.  NEITHER THE TRUST NOR THE
TRUSTEE SHALL BE UNDER ANY LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE.


ANY PURPORTED BENEFICIAL HOLDER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 5.01(g) OF THE POOLING AGREEMENT SHALL INDEMNIFY
AND HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER, THE TRUST AND EACH UNDERWRITER FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.


The Class L-B-3 Certificates will be subordinate in right of payment to and provide credit support to certain Classes of Certificates, as described in the Pooling Agreement.


 


	
WMALT Series 2007-OA3

	
Portion of the Class L-B-3 Principal Balance as of the Cut-Off Date Evidenced by this Certificate:

	
$6,090,000.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class L-B-3 Certificate Interest Rate:

	
Variable

	
 


	
Cut-Off Date:

	
March 1, 2007

	
 


	
First Distribution Date:

	
April 25, 2007

	
 


	
Last Scheduled Distribution Date:

	
February 25, 2047

	
 


	
Class L-B-3 Principal Balance as of the Cut-Off Date:

	
$6,090,000.00

	
 





 


 




Cede & Co.

Registered Owner












 



	
 

	
Exhibit A


	
 

	
CUSIP 939355 AT0







 



	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class L- B-4







 


Evidencing a beneficial interest in a trust that owns a pool of assets consisting of, among other things, conventional one- to four-family mortgage loans formed by


WaMu ASSET ACCEPTANCE CORP.


 


This Certificate is issued by Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2007-OA3 Trust. This Certificate represents ownership of a “regular interest” in a “real estate
mortgage investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended (the “Code”), together with certain rights specified in the Pooling Agreement. The issue date of this
Certificate is March 28, 2007.


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


NO TRANSFER OF THIS CLASS L-B-4 CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE HAS RECEIVED (I) AN OFFICER’S CERTIFICATE IN THE FORM DESCRIBED IN SECTION 5.01(g) OF THE POOLING AGREEMENT AND (II) IF SO
INDICATED IN SUCH OFFICER’S CERTIFICATE, AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT SUBJECT THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR
LIABILITIES UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY.


NOTWITHSTANDING THE FOREGOING PARAGRAPH, WITH RESPECT TO THE TRANSFER OF THIS CLASS L-B-4 CERTIFICATE TO DTC OR ANY OTHER CLEARING AGENCY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR SO
LONG AS THIS CERTIFICATE IS HELD BY DTC OR ANY OTHER CLEARING AGENCY, (I) AN OFFICER’S CERTIFICATE (AND, IF APPLICABLE, A BENEFIT PLAN OPINION), AS DESCRIBED IN THE FOREGOING PARAGRAPH, SHALL NOT BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL
APPLY:


1.             ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION
OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN), THAT EITHER (A) SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE, OR ANY PERSON (INCLUDING AN INVESTMENT MANAGER, A
NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF OR PURCHASING THIS CERTIFICATE WITH “PLAN ASSETS” OF ANY SUCH PLAN (A “PLAN INVESTOR”), (B) SUCH TRANSFEREE IS AN INSURANCE COMPANY, THE SOURCE OF
FUNDS TO BE USED BY IT TO ACQUIRE OR HOLD THIS CERTIFICATE IS AN “INSURANCE COMPANY GENERAL ACCOUNT” (WITHIN THE MEANING OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60), AND THE CONDITIONS IN SECTIONS I AND III OF
PTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE (B), A “COMPLYING INSURANCE COMPANY”) OR (C) THIS CERTIFICATE WAS RATED “BBB-” OR BETTER (OR ITS EQUIVALENT) BY AT LEAST ONE OF THE RATING AGENCIES AT THE TIME OF SUCH
TRANSFEREE’S ACQUISITION OF THIS CERTIFICATE (OR INTEREST HEREIN); AND


2.             IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD IN VIOLATION OF THE PROVISIONS OF
THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR, (II) IS A COMPLYING INSURANCE COMPANY OR (III) ACQUIRED THIS CERTIFICATE AT A TIME WHEN THIS CERTIFICATE WAS RATED “BBB-” OR BETTER (OR ITS EQUIVALENT) BY
AT LEAST ONE OF THE RATING AGENCIES SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS BENEFICIAL HOLDER THEREOF RETROACTIVE TO THE DATE OF TRANSFER OF THIS CERTIFICATE BY SUCH PRECEDING TRANSFEREE.  NEITHER THE TRUST NOR THE
TRUSTEE SHALL BE UNDER ANY LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE.


ANY PURPORTED BENEFICIAL HOLDER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 5.01(g) OF THE POOLING AGREEMENT SHALL INDEMNIFY
AND HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER, THE TRUST AND EACH UNDERWRITER FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.


The Class L-B-4 Certificates will be subordinate in right of payment to and provide credit support to certain Classes of Certificates, as described in the Pooling Agreement.


 


	
WMALT Series 2007-OA3

	
Portion of the Class L-B-4 Principal Balance as of the Cut-Off Date Evidenced by this Certificate:

	
$6,091,000.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class L-B-4 Certificate Interest Rate:

	
Variable

	
 


	
Cut-Off Date:

	
March 1, 2007

	
 


	
First Distribution Date:

	
April 25, 2007

	
 


	
Last Scheduled Distribution Date:

	
February 25, 2047

	
 


	
Class L-B-4 Principal Balance as of the Cut-Off Date:

	
$6,091,000.00

	
 





 




Cede & Co.

Registered Owner












 



	
 

	
Exhibit A


	
 

	
CUSIP 939355 AU7







 



	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class L-B-5







 


Evidencing a beneficial interest in a trust that owns a pool of assets consisting of, among other things, conventional one- to four-family mortgage loans formed by


WaMu ASSET ACCEPTANCE CORP.


 


 


This Certificate is issued by Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2007-OA3 Trust. This Certificate represents ownership of a “regular interest” in a “real estate
mortgage investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended (the “Code”), together with certain rights specified in the Pooling Agreement. The issue date of this
Certificate is March 28, 2007.


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


NO TRANSFER OF THIS CLASS L-B-5 CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE HAS RECEIVED (I) AN OFFICER’S CERTIFICATE IN THE FORM DESCRIBED IN SECTION 5.01(g) OF THE POOLING AGREEMENT AND (II) IF SO
INDICATED IN SUCH OFFICER’S CERTIFICATE, AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT SUBJECT THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR
LIABILITIES UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY.


NOTWITHSTANDING THE FOREGOING PARAGRAPH, WITH RESPECT TO THE TRANSFER OF THIS CLASS L-B-5 CERTIFICATE TO DTC OR ANY OTHER CLEARING AGENCY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR SO
LONG AS THIS CERTIFICATE IS HELD BY DTC OR ANY OTHER CLEARING AGENCY, (I) AN OFFICER’S CERTIFICATE (AND, IF APPLICABLE, A BENEFIT PLAN OPINION), AS DESCRIBED IN THE FOREGOING PARAGRAPH, SHALL NOT BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL
APPLY:


1.             ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION
OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN), THAT EITHER (A) SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE, OR ANY PERSON (INCLUDING AN INVESTMENT MANAGER, A
NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF OR PURCHASING THIS CERTIFICATE WITH “PLAN ASSETS” OF ANY SUCH PLAN (A “PLAN INVESTOR”), (B) SUCH TRANSFEREE IS AN INSURANCE COMPANY, THE SOURCE OF
FUNDS TO BE USED BY IT TO ACQUIRE OR HOLD THIS CERTIFICATE IS AN “INSURANCE COMPANY GENERAL ACCOUNT” (WITHIN THE MEANING OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60), AND THE CONDITIONS IN SECTIONS I AND III OF
PTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE (B), A “COMPLYING INSURANCE COMPANY”) OR (C) THIS CERTIFICATE WAS RATED “BBB-” OR BETTER (OR ITS EQUIVALENT) BY AT LEAST ONE OF THE RATING AGENCIES AT THE TIME OF SUCH
TRANSFEREE’S ACQUISITION OF THIS CERTIFICATE (OR INTEREST HEREIN); AND


2.             IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD IN VIOLATION OF THE PROVISIONS OF
THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR, (II) IS A COMPLYING INSURANCE COMPANY OR (III) ACQUIRED THIS CERTIFICATE AT A TIME WHEN THIS CERTIFICATE WAS RATED “BBB-” OR BETTER (OR ITS EQUIVALENT) BY
AT LEAST ONE OF THE RATING AGENCIES SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS BENEFICIAL HOLDER THEREOF RETROACTIVE TO THE DATE OF TRANSFER OF THIS CERTIFICATE BY SUCH PRECEDING TRANSFEREE.  NEITHER THE TRUST NOR THE
TRUSTEE SHALL BE UNDER ANY LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE.


ANY PURPORTED BENEFICIAL HOLDER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 5.01(g) OF THE POOLING AGREEMENT SHALL INDEMNIFY
AND HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER, THE TRUST AND EACH UNDERWRITER FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.


The Class L-B-5 Certificates will be subordinate in right of payment to and provide credit support to certain Classes of Certificates, as described in the Pooling Agreement.


 


	
WMALT Series 2007-OA3

	
Portion of the Class L-B-5 Principal Balance as of the Cut-Off Date Evidenced by this Certificate:

	
$6,091,000.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class L-B-5 Certificate Interest Rate:

	
Variable

	
 


	
Cut-Off Date:

	
March 1, 2007

	
 


	
First Distribution Date:

	
April 25, 2007

	
 


	
Last Scheduled Distribution Date:

	
February 25, 2047

	
 


	
Class L-B-5 Principal Balance as of the Cut-Off Date:

	
$6,091,000.00

	
 





 


 




Cede & Co.

Registered Owner












 



	
 

	
Exhibit A


	
 

	
CUSIP 939355 AV5







 



	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class L-B-6







 


Evidencing a beneficial interest in a trust that owns a pool of assets consisting of, among other things, conventional one- to four-family mortgage loans formed by


WaMu ASSET ACCEPTANCE CORP.


 


 


This Certificate is issued by Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2007-OA3 Trust. This Certificate represents ownership of a “regular interest” in a “real estate
mortgage investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended (the “Code”), together with certain rights specified in the Pooling Agreement. The issue date of this
Certificate is March 28, 2007.


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


NO TRANSFER OF THIS CLASS L-B-6 CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE HAS RECEIVED (I) AN OFFICER’S CERTIFICATE IN THE FORM DESCRIBED IN SECTION 5.01(g) OF THE POOLING AGREEMENT AND (II) IF SO
INDICATED IN SUCH OFFICER’S CERTIFICATE, AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT SUBJECT THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR
LIABILITIES UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY.


NOTWITHSTANDING THE FOREGOING PARAGRAPH, WITH RESPECT TO THE TRANSFER OF THIS CLASS L-B-6 CERTIFICATE TO DTC OR ANY OTHER CLEARING AGENCY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR SO
LONG AS THIS CERTIFICATE IS HELD BY DTC OR ANY OTHER CLEARING AGENCY, (I) AN OFFICER’S CERTIFICATE (AND, IF APPLICABLE, A BENEFIT PLAN OPINION), AS DESCRIBED IN THE FOREGOING PARAGRAPH, SHALL NOT BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL
APPLY:


1.             ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION
OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN), THAT EITHER (A) SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE, OR ANY PERSON (INCLUDING AN INVESTMENT MANAGER, A
NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF OR PURCHASING THIS CERTIFICATE WITH “PLAN ASSETS” OF ANY SUCH PLAN (A “PLAN INVESTOR”), (B) SUCH TRANSFEREE IS AN INSURANCE COMPANY, THE SOURCE OF
FUNDS TO BE USED BY IT TO ACQUIRE OR HOLD THIS CERTIFICATE IS AN “INSURANCE COMPANY GENERAL ACCOUNT” (WITHIN THE MEANING OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60), AND THE CONDITIONS IN SECTIONS I AND III OF
PTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE (B), A “COMPLYING INSURANCE COMPANY”) OR (C) THIS CERTIFICATE WAS RATED “BBB-” OR BETTER (OR ITS EQUIVALENT) BY AT LEAST ONE OF THE RATING AGENCIES AT THE TIME OF SUCH
TRANSFEREE’S ACQUISITION OF THIS CERTIFICATE (OR INTEREST HEREIN); AND


2.             IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD IN VIOLATION OF THE PROVISIONS OF
THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR, (II) IS A COMPLYING INSURANCE COMPANY OR (III) ACQUIRED THIS CERTIFICATE AT A TIME WHEN THIS CERTIFICATE WAS RATED “BBB-” OR BETTER (OR ITS EQUIVALENT) BY
AT LEAST ONE OF THE RATING AGENCIES SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS BENEFICIAL HOLDER THEREOF RETROACTIVE TO THE DATE OF TRANSFER OF THIS CERTIFICATE BY SUCH PRECEDING TRANSFEREE.  NEITHER THE TRUST NOR THE
TRUSTEE SHALL BE UNDER ANY LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE.


ANY PURPORTED BENEFICIAL HOLDER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 5.01(g) OF THE POOLING AGREEMENT SHALL INDEMNIFY
AND HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER, THE TRUST AND EACH UNDERWRITER FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.


The Class L-B-6 Certificates will be subordinate in right of payment to and provide credit support to certain Classes of Certificates, as described in the Pooling Agreement.


 


	
WMALT Series 2007-OA3

	
Portion of the Class L-B-6 Principal Balance as of the Cut-Off Date Evidenced by this Certificate:

	
$4,060,000.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class L-B-6 Certificate Interest Rate:

	
Variable

	
 


	
Cut-Off Date:

	
March 1, 2007

	
 


	
First Distribution Date:

	
April 25, 2007

	
 


	
Last Scheduled Distribution Date:

	
February 25, 2047

	
 


	
Class L-B-6 Principal Balance as of the Cut-Off Date:

	
$4,060,000.00

	
 





 


 




Cede & Co.

Registered Owner












 



	
 

	
Exhibit A


	
 

	
CUSIP 939355 AW3







 



	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class L-B-7







 


Evidencing a beneficial interest in a trust that owns a pool of assets consisting of, among other things, conventional one- to four-family mortgage loans formed by


WaMu ASSET ACCEPTANCE CORP.


 


 


This Certificate is issued by Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2007-OA3 Trust. This Certificate represents ownership of a “regular interest” in a “real estate
mortgage investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended (the “Code”), together with certain rights specified in the Pooling Agreement. The issue date of this
Certificate is March 28, 2007.


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


NO TRANSFER OF THIS CLASS L-B-7 CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE HAS RECEIVED (I) AN OFFICER’S CERTIFICATE IN THE FORM DESCRIBED IN SECTION 5.01(g) OF THE POOLING AGREEMENT AND (II) IF SO
INDICATED IN SUCH OFFICER’S CERTIFICATE, AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT SUBJECT THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR
LIABILITIES UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY.


NOTWITHSTANDING THE FOREGOING PARAGRAPH, WITH RESPECT TO THE TRANSFER OF THIS CLASS L-B-7 CERTIFICATE TO DTC OR ANY OTHER CLEARING AGENCY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR SO
LONG AS THIS CERTIFICATE IS HELD BY DTC OR ANY OTHER CLEARING AGENCY, (I) AN OFFICER’S CERTIFICATE (AND, IF APPLICABLE, A BENEFIT PLAN OPINION), AS DESCRIBED IN THE FOREGOING PARAGRAPH, SHALL NOT BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL
APPLY:


1.             ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION
OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN), THAT EITHER (A) SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE, OR ANY PERSON (INCLUDING AN INVESTMENT MANAGER, A
NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF OR PURCHASING THIS CERTIFICATE WITH “PLAN ASSETS” OF ANY SUCH PLAN (A “PLAN INVESTOR”), (B) SUCH TRANSFEREE IS AN INSURANCE COMPANY, THE SOURCE OF
FUNDS TO BE USED BY IT TO ACQUIRE OR HOLD THIS CERTIFICATE IS AN “INSURANCE COMPANY GENERAL ACCOUNT” (WITHIN THE MEANING OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60), AND THE CONDITIONS IN SECTIONS I AND III OF
PTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE (B), A “COMPLYING INSURANCE COMPANY”) OR (C) THIS CERTIFICATE WAS RATED “BBB-” OR BETTER (OR ITS EQUIVALENT) BY AT LEAST ONE OF THE RATING AGENCIES AT THE TIME OF SUCH
TRANSFEREE’S ACQUISITION OF THIS CERTIFICATE (OR INTEREST HEREIN); AND


2.             IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD IN VIOLATION OF THE PROVISIONS OF
THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR, (II) IS A COMPLYING INSURANCE COMPANY OR (III) ACQUIRED THIS CERTIFICATE AT A TIME WHEN THIS CERTIFICATE WAS RATED “BBB-” OR BETTER (OR ITS EQUIVALENT) BY
AT LEAST ONE OF THE RATING AGENCIES SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS BENEFICIAL HOLDER THEREOF RETROACTIVE TO THE DATE OF TRANSFER OF THIS CERTIFICATE BY SUCH PRECEDING TRANSFEREE.  NEITHER THE TRUST NOR THE
TRUSTEE SHALL BE UNDER ANY LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE.


ANY PURPORTED BENEFICIAL HOLDER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 5.01(g) OF THE POOLING AGREEMENT SHALL INDEMNIFY
AND HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER, THE TRUST AND EACH UNDERWRITER FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.


The Class L-B-7 Certificates will be subordinate in right of payment to and provide credit support to certain Classes of Certificates, as described in the Pooling Agreement.


 


	
WMALT Series 2007-OA3

	
Portion of the Class L-B-7 Principal Balance as of the Cut-Off Date Evidenced by this Certificate:

	
$4,061,000.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class L-B-7 Certificate Interest Rate:

	
Variable

	
 


	
Cut-Off Date:

	
March 1, 2007

	
 


	
First Distribution Date:

	
April 25, 2007

	
 


	
Last Scheduled Distribution Date:

	
February 25, 2047

	
 


	
Class L-B-7 Principal Balance as of the Cut-Off Date:

	
$4,061,000.00

	
 





 




Cede & Co.

Registered Owner












 



	
 

	
Exhibit A


	
 

	
CUSIP 939355 AX1







 



	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class L-B-8







 


Evidencing a beneficial interest in a trust that owns a pool of assets consisting of, among other things, conventional one- to four-family mortgage loans formed by


WaMu ASSET ACCEPTANCE CORP.


 


 


This Certificate is issued by Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2007-OA3 Trust. This Certificate represents ownership of a “regular interest” in a “real estate
mortgage investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended (the “Code”), together with certain rights specified in the Pooling Agreement. The issue date of this
Certificate is March 28, 2007.


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


NO TRANSFER OF THIS CLASS L-B-8 CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE HAS RECEIVED (I) AN OFFICER’S CERTIFICATE IN THE FORM DESCRIBED IN SECTION 5.01(g) OF THE POOLING AGREEMENT AND (II) IF SO
INDICATED IN SUCH OFFICER’S CERTIFICATE, AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT SUBJECT THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR
LIABILITIES UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY.


NOTWITHSTANDING THE FOREGOING PARAGRAPH, WITH RESPECT TO THE TRANSFER OF THIS CLASS L-B-8 CERTIFICATE TO DTC OR ANY OTHER CLEARING AGENCY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR SO
LONG AS THIS CERTIFICATE IS HELD BY DTC OR ANY OTHER CLEARING AGENCY, (I) AN OFFICER’S CERTIFICATE (AND, IF APPLICABLE, A BENEFIT PLAN OPINION), AS DESCRIBED IN THE FOREGOING PARAGRAPH, SHALL NOT BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL
APPLY:


1.             ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION
OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN), THAT EITHER (A) SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE, OR ANY PERSON (INCLUDING AN INVESTMENT MANAGER, A
NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF OR PURCHASING THIS CERTIFICATE WITH “PLAN ASSETS” OF ANY SUCH PLAN (A “PLAN INVESTOR”), (B) SUCH TRANSFEREE IS AN INSURANCE COMPANY, THE SOURCE OF
FUNDS TO BE USED BY IT TO ACQUIRE OR HOLD THIS CERTIFICATE IS AN “INSURANCE COMPANY GENERAL ACCOUNT” (WITHIN THE MEANING OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60), AND THE CONDITIONS IN SECTIONS I AND III OF
PTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE (B), A “COMPLYING INSURANCE COMPANY”) OR (C) THIS CERTIFICATE WAS RATED “BBB-” OR BETTER (OR ITS EQUIVALENT) BY AT LEAST ONE OF THE RATING AGENCIES AT THE TIME OF SUCH
TRANSFEREE’S ACQUISITION OF THIS CERTIFICATE (OR INTEREST HEREIN); AND


2.             IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD IN VIOLATION OF THE PROVISIONS OF
THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR, (II) IS A COMPLYING INSURANCE COMPANY OR (III) ACQUIRED THIS CERTIFICATE AT A TIME WHEN THIS CERTIFICATE WAS RATED “BBB-” OR BETTER (OR ITS EQUIVALENT) BY
AT LEAST ONE OF THE RATING AGENCIES SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS BENEFICIAL HOLDER THEREOF RETROACTIVE TO THE DATE OF TRANSFER OF THIS CERTIFICATE BY SUCH PRECEDING TRANSFEREE.  NEITHER THE TRUST NOR THE
TRUSTEE SHALL BE UNDER ANY LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE.


ANY PURPORTED BENEFICIAL HOLDER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 5.01(g) OF THE POOLING AGREEMENT SHALL INDEMNIFY
AND HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER, THE TRUST AND EACH UNDERWRITER FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.


The Class L-B-8 Certificates will be subordinate in right of payment to and provide credit support to certain Classes of Certificates, as described in the Pooling Agreement.


 


	
WMALT Series 2007-OA3

	
Portion of the Class L-B-8 Principal Balance as of the Cut-Off Date Evidenced by this Certificate:

	
$2,030,000.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class L-B-8 Certificate Interest Rate:

	
Variable

	
 


	
Cut-Off Date:

	
March 1, 2007

	
 


	
First Distribution Date:

	
April 25, 2007

	
 


	
Last Scheduled Distribution Date:

	
February 25, 2047

	
 


	
Class L-B-8 Principal Balance as of the Cut-Off Date:

	
$2,030,000.00

	
 





 




Cede & Co.

Registered Owner












 



	
 

	
Exhibit A


	
 

	
CUSIP 939355 AY9







 



	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class L-B-9







 


Evidencing a beneficial interest in a trust that owns a pool of assets consisting of, among other things, conventional one- to four-family mortgage loans formed by


WaMu ASSET ACCEPTANCE CORP.


 


This Certificate is issued by Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2007-OA3 Trust. This Certificate represents ownership of a “regular interest” in a “real estate
mortgage investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended (the “Code”), together with certain rights specified in the Pooling Agreement. The issue date of this
Certificate is March 28, 2007.


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


NO TRANSFER OF THIS CLASS L-B-9 CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE HAS RECEIVED (I) AN OFFICER’S CERTIFICATE IN THE FORM DESCRIBED IN SECTION 5.01(g) OF THE POOLING AGREEMENT AND (II) IF SO
INDICATED IN SUCH OFFICER’S CERTIFICATE, AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT SUBJECT THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR
LIABILITIES UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY.


NOTWITHSTANDING THE FOREGOING PARAGRAPH, WITH RESPECT TO THE TRANSFER OF THIS CLASS L-B-9 CERTIFICATE TO DTC OR ANY OTHER CLEARING AGENCY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR SO
LONG AS THIS CERTIFICATE IS HELD BY DTC OR ANY OTHER CLEARING AGENCY, (I) AN OFFICER’S CERTIFICATE (AND, IF APPLICABLE, A BENEFIT PLAN OPINION), AS DESCRIBED IN THE FOREGOING PARAGRAPH, SHALL NOT BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL
APPLY:


1.             ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION
OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN), THAT EITHER (A) SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE, OR ANY PERSON (INCLUDING AN INVESTMENT MANAGER, A
NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF OR PURCHASING THIS CERTIFICATE WITH “PLAN ASSETS” OF ANY SUCH PLAN (A “PLAN INVESTOR”), (B) SUCH TRANSFEREE IS AN INSURANCE COMPANY, THE SOURCE OF
FUNDS TO BE USED BY IT TO ACQUIRE OR HOLD THIS CERTIFICATE IS AN “INSURANCE COMPANY GENERAL ACCOUNT” (WITHIN THE MEANING OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60), AND THE CONDITIONS IN SECTIONS I AND III OF
PTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE (B), A “COMPLYING INSURANCE COMPANY”) OR (C) THIS CERTIFICATE WAS RATED “BBB-” OR BETTER (OR ITS EQUIVALENT) BY AT LEAST ONE OF THE RATING AGENCIES AT THE TIME OF SUCH
TRANSFEREE’S ACQUISITION OF THIS CERTIFICATE (OR INTEREST HEREIN); AND


2.             IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD IN VIOLATION OF THE PROVISIONS OF
THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR, (II) IS A COMPLYING INSURANCE COMPANY OR (III) ACQUIRED THIS CERTIFICATE AT A TIME WHEN THIS CERTIFICATE WAS RATED “BBB-” OR BETTER (OR ITS EQUIVALENT) BY
AT LEAST ONE OF THE RATING AGENCIES SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS BENEFICIAL HOLDER THEREOF RETROACTIVE TO THE DATE OF TRANSFER OF THIS CERTIFICATE BY SUCH PRECEDING TRANSFEREE.  NEITHER THE TRUST NOR THE
TRUSTEE SHALL BE UNDER ANY LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE.


ANY PURPORTED BENEFICIAL HOLDER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 5.01(g) OF THE POOLING AGREEMENT SHALL INDEMNIFY
AND HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER, THE TRUST AND EACH UNDERWRITER FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.


The Class L-B-9 Certificates will be subordinate in right of payment to and provide credit support to certain Classes of Certificates, as described in the Pooling Agreement.


 


	
WMALT Series 2007-OA3

	
Portion of the Class L-B-9 Principal Balance as of the Cut-Off Date Evidenced by this Certificate:

	
$4,060,000.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class L-B-9 Certificate Interest Rate:

	
Variable

	
 


	
Cut-Off Date:

	
March 1, 2007

	
 


	
First Distribution Date:

	
April 25, 2007

	
 


	
Last Scheduled Distribution Date:

	
February 25, 2047

	
 


	
Class L-B-9 Principal Balance as of the Cut-Off Date:

	
$4,060,000.00

	
 





 


 




Cede & Co.

Registered Owner








 






 



	
 

	
Exhibit A


	
 

	
CUSIP 939355 AZ6







 



	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class L-B-10







 


Evidencing a beneficial interest in a trust that owns a pool of assets consisting of, among other things, conventional one- to four-family mortgage loans formed by


WaMu ASSET ACCEPTANCE CORP.


 


This Certificate is issued by Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2007-OA3 Trust. This Certificate represents ownership of a “regular interest” in a “real estate
mortgage investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended (the “Code”), together with certain rights specified in the Pooling Agreement. The issue date of this
Certificate is March 28, 2007.


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


NO TRANSFER OF THIS CLASS L-B-10 CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE HAS RECEIVED (I) AN OFFICER’S CERTIFICATE IN THE FORM DESCRIBED IN SECTION 5.01(g) OF THE POOLING AGREEMENT AND (II) IF SO
INDICATED IN SUCH OFFICER’S CERTIFICATE, AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT SUBJECT THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR
LIABILITIES UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY.


NOTWITHSTANDING THE FOREGOING PARAGRAPH, WITH RESPECT TO THE TRANSFER OF THIS CLASS L-B-10 CERTIFICATE TO DTC OR ANY OTHER CLEARING AGENCY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR SO
LONG AS THIS CERTIFICATE IS HELD BY DTC OR ANY OTHER CLEARING AGENCY, (I) AN OFFICER’S CERTIFICATE (AND, IF APPLICABLE, A BENEFIT PLAN OPINION), AS DESCRIBED IN THE FOREGOING PARAGRAPH, SHALL NOT BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL
APPLY:


1.             ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION
OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN), THAT EITHER (A) SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE, OR ANY PERSON (INCLUDING AN INVESTMENT MANAGER, A
NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF OR PURCHASING THIS CERTIFICATE WITH “PLAN ASSETS” OF ANY SUCH PLAN (A “PLAN INVESTOR”), (B) SUCH TRANSFEREE IS AN INSURANCE COMPANY, THE SOURCE OF
FUNDS TO BE USED BY IT TO ACQUIRE OR HOLD THIS CERTIFICATE IS AN “INSURANCE COMPANY GENERAL ACCOUNT” (WITHIN THE MEANING OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60), AND THE CONDITIONS IN SECTIONS I AND III OF
PTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE (B), A “COMPLYING INSURANCE COMPANY”) OR (C) THIS CERTIFICATE WAS RATED “BBB-” OR BETTER (OR ITS EQUIVALENT) BY AT LEAST ONE OF THE RATING AGENCIES AT THE TIME OF SUCH
TRANSFEREE’S ACQUISITION OF THIS CERTIFICATE (OR INTEREST HEREIN); AND


2.             IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD IN VIOLATION OF THE PROVISIONS OF
THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR, (II) IS A COMPLYING INSURANCE COMPANY OR (III) ACQUIRED THIS CERTIFICATE AT A TIME WHEN THIS CERTIFICATE WAS RATED “BBB-” OR BETTER (OR ITS EQUIVALENT) BY
AT LEAST ONE OF THE RATING AGENCIES SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS BENEFICIAL HOLDER THEREOF RETROACTIVE TO THE DATE OF TRANSFER OF THIS CERTIFICATE BY SUCH PRECEDING TRANSFEREE.  NEITHER THE TRUST NOR THE
TRUSTEE SHALL BE UNDER ANY LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE.


ANY PURPORTED BENEFICIAL HOLDER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 5.01(g) OF THE POOLING AGREEMENT SHALL INDEMNIFY
AND HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER, THE TRUST AND EACH UNDERWRITER FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.


The Class L-B-10 Certificates will be subordinate in right of payment to and provide credit support to certain Classes of Certificates, as described in the Pooling Agreement.


	
WMALT Series 2007-OA3

	
Portion of the Class L-B-10 Principal Balance as of the Cut-Off Date Evidenced by this Certificate:

	
$5,279,000.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class L-B-10 Certificate Interest Rate:

	
Variable

	
 


	
Cut-Off Date:

	
March 1, 2007

	
 


	
First Distribution Date:

	
April 25, 2007

	
 


	
Last Scheduled Distribution Date:

	
February 25, 2047

	
 


	
Class L-B-10 Principal Balance as of the Cut-Off Date:

	
$5,279,000.00

	
 





 


 




Cede & Co.

Registered Owner












 



	
 

	
Exhibit A


	
 

	
CUSIP 939355 BA0







 



	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class L-B-11







 


Evidencing a beneficial interest in a trust that owns a pool of assets consisting of, among other things, conventional one- to four-family mortgage loans formed by


WaMu ASSET ACCEPTANCE CORP.


 


 


This Certificate is issued by Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2007-OA3 Trust. This Certificate represents ownership of a “regular interest” in a “real estate
mortgage investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended (the “Code”), together with certain rights specified in the Pooling Agreement. The issue date of this
Certificate is March 28, 2007.


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


NO TRANSFER OF THIS CLASS L-B-11 CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE HAS RECEIVED (I) AN OFFICER’S CERTIFICATE IN THE FORM DESCRIBED IN SECTION 5.01(g) OF THE POOLING AGREEMENT AND (II) IF SO
INDICATED IN SUCH OFFICER’S CERTIFICATE, AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT SUBJECT THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR
LIABILITIES UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY.


NOTWITHSTANDING THE FOREGOING PARAGRAPH, WITH RESPECT TO THE TRANSFER OF THIS CLASS L-B-11 CERTIFICATE TO DTC OR ANY OTHER CLEARING AGENCY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR SO
LONG AS THIS CERTIFICATE IS HELD BY DTC OR ANY OTHER CLEARING AGENCY, (I) AN OFFICER’S CERTIFICATE (AND, IF APPLICABLE, A BENEFIT PLAN OPINION), AS DESCRIBED IN THE FOREGOING PARAGRAPH, SHALL NOT BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL
APPLY:


1.             ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION
OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN), THAT EITHER (A) SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE, OR ANY PERSON (INCLUDING AN INVESTMENT MANAGER, A
NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF OR PURCHASING THIS CERTIFICATE WITH “PLAN ASSETS” OF ANY SUCH PLAN (A “PLAN INVESTOR”), (B) SUCH TRANSFEREE IS AN INSURANCE COMPANY, THE SOURCE OF
FUNDS TO BE USED BY IT TO ACQUIRE OR HOLD THIS CERTIFICATE IS AN “INSURANCE COMPANY GENERAL ACCOUNT” (WITHIN THE MEANING OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60), AND THE CONDITIONS IN SECTIONS I AND III OF
PTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE (B), A “COMPLYING INSURANCE COMPANY”) OR (C) THIS CERTIFICATE WAS RATED “BBB-” OR BETTER (OR ITS EQUIVALENT) BY AT LEAST ONE OF THE RATING AGENCIES AT THE TIME OF SUCH
TRANSFEREE’S ACQUISITION OF THIS CERTIFICATE (OR INTEREST HEREIN); AND


2.             IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD IN VIOLATION OF THE PROVISIONS OF
THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR, (II) IS A COMPLYING INSURANCE COMPANY OR (III) ACQUIRED THIS CERTIFICATE AT A TIME WHEN THIS CERTIFICATE WAS RATED “BBB-” OR BETTER (OR ITS EQUIVALENT) BY
AT LEAST ONE OF THE RATING AGENCIES SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS BENEFICIAL HOLDER THEREOF RETROACTIVE TO THE DATE OF TRANSFER OF THIS CERTIFICATE BY SUCH PRECEDING TRANSFEREE.  NEITHER THE TRUST NOR THE
TRUSTEE SHALL BE UNDER ANY LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE.


ANY PURPORTED BENEFICIAL HOLDER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 5.01(g) OF THE POOLING AGREEMENT SHALL INDEMNIFY
AND HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER, THE TRUST AND EACH UNDERWRITER FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.


The Class L-B-11 Certificates will be subordinate in right of payment to and provide credit support to certain Classes of Certificates, as described in the Pooling Agreement.


 


	
WMALT Series 2007-OA3

	
Portion of the Class L-B-11 Principal Balance as of the Cut-Off Date Evidenced by this Certificate:

	
$4,060,000.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class L-B-11 Certificate Interest Rate:

	
Variable

	
 


	
Cut-Off Date:

	
March 1, 2007

	
 


	
First Distribution Date:

	
April 25, 2007

	
 


	
Last Scheduled Distribution Date:

	
February 25, 2047

	
 


	
Class L-B-11 Principal Balance as of the Cut-Off Date:

	
$4,060,000.00

	
 





 




Cede & Co.

Registered Owner








 






 



	
 

	
Exhibit A


	
 

	
CUSIP 939355 BK8







 



	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class L-B-12







 


Evidencing a beneficial interest in a trust that owns a pool of assets consisting of, among other things, conventional one- to four-family mortgage loans formed by


WaMu ASSET ACCEPTANCE CORP.




This Certificate is issued by Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2007-OA3 Trust. This Certificate represents ownership of a “regular interest” in a “real estate mortgage investment conduit,” as those terms are
defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended (the “Code”), together with certain rights specified in the Pooling Agreement. The issue date of this Certificate is March 28, 2007.


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


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THESE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF
REGISTRATION OR THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND EXCEPT IN ACCORDANCE WITH SECTION 5.01(f) OF THE POOLING AGREEMENT.


NO TRANSFER OF THIS CLASS L-B-12 CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE HAS RECEIVED AN INVESTMENT LETTER IN THE FORM DESCRIBED IN SECTION 5.01(f) OF THE POOLING AGREEMENT.


NOTWITHSTANDING THE FOREGOING PARAGRAPH, WITH RESPECT TO THE TRANSFER OF THIS CLASS L-B-12 CERTIFICATE TO DTC OR ANY OTHER CLEARING AGENCY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR SO
LONG AS THIS CERTIFICATE IS HELD BY DTC OR ANY OTHER CLEARING AGENCY, (I) AN INVESTMENT LETTER, AS DESCRIBED IN THE FOREGOING PARAGRAPH, SHALL NOT BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL APPLY:


1.             ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS
ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN), THAT SUCH TRANSFEREE MEETS THE REQUIREMENTS SET FORTH IN THE INVESTMENT LETTER IN THE FORM DESCRIBED IN SECTION 5.01(f) OF THE POOLING AGREEMENT; AND


2.             IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD IN VIOLATION OF THE
PROVISIONS OF THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE MEETING THE REQUIREMENTS SET FORTH IN THE INVESTMENT LETTER IN THE FORM DESCRIBED IN SECTION 5.01(f) OF THE POOLING AGREEMENT SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS
AND OBLIGATIONS AS BENEFICIAL HOLDER THEREOF RETROACTIVE TO THE DATE OF TRANSFER OF THIS CERTIFICATE BY SUCH PRECEDING TRANSFEREE.  NEITHER THE TRUST NOR THE TRUSTEE SHALL BE UNDER ANY LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO
SUCH PRECEDING TRANSFEREE.


NO TRANSFER OF THIS CLASS L-B-12 CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE HAS RECEIVED (I) AN OFFICER’S CERTIFICATE IN THE FORM DESCRIBED IN SECTION 5.01(d) OF THE POOLING AGREEMENT AND (II) IF SO
INDICATED IN SUCH OFFICER’S CERTIFICATE, AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT SUBJECT THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR
LIABILITIES UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY.


NOTWITHSTANDING THE FOREGOING PARAGRAPH, WITH RESPECT TO THE TRANSFER OF THIS CLASS L-B-12 CERTIFICATE TO DTC OR ANY OTHER CLEARING AGENCY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR SO
LONG AS THIS CERTIFICATE IS HELD BY DTC OR ANY OTHER CLEARING AGENCY, (I) AN OFFICER’S CERTIFICATE (AND, IF APPLICABLE, A BENEFIT PLAN OPINION), AS DESCRIBED IN THE FOREGOING PARAGRAPH, SHALL NOT BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL
APPLY:


1.             ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION
OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN), THAT EITHER (A) SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE, OR ANY PERSON (INCLUDING AN INVESTMENT MANAGER, A
NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF OR PURCHASING THIS CERTIFICATE WITH “PLAN ASSETS” OF ANY SUCH PLAN (A “PLAN INVESTOR”) OR (B) SUCH TRANSFEREE IS AN INSURANCE COMPANY, THE SOURCE OF
FUNDS TO BE USED BY IT TO ACQUIRE OR HOLD THIS CERTIFICATE IS AN “INSURANCE COMPANY GENERAL ACCOUNT” (WITHIN THE MEANING OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60), AND THE CONDITIONS IN SECTIONS I AND III OF
PTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE (B), A “COMPLYING INSURANCE COMPANY”); AND


2.             IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD IN VIOLATION OF THE PROVISIONS OF
THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR OR (II) IS A COMPLYING INSURANCE COMPANY SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS BENEFICIAL HOLDER THEREOF RETROACTIVE TO
THE DATE OF TRANSFER OF THIS CERTIFICATE BY SUCH PRECEDING TRANSFEREE.  NEITHER THE TRUST NOR THE TRUSTEE SHALL BE UNDER ANY LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE.


ANY PURPORTED BENEFICIAL HOLDER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 5.01(d) OF THE POOLING AGREEMENT SHALL
INDEMNIFY AND HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER, THE TRUST AND EACH UNDERWRITER FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR
HOLDING.


The Class L-B-12 Certificates will be subordinate in right of payment to and provide credit support to certain Classes of Certificates, as described in the Pooling Agreement.


	
WMALT Series 2007-OA3

	
Portion of the Class L-B-12 Principal Balance as of the Cut-Off Date Evidenced by this Certificate:

	
$3,249,000.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class L-B-12 Certificate Interest Rate:

	
Variable

	
 


	
Cut-Off Date:

	
March 1, 2007

	
 


	
First Distribution Date:

	
April 25, 2007

	
 


	
Last Scheduled Distribution Date:

	
February 25, 2047

	
 


	
Class L-B-12 Principal Balance as of the Cut-Off Date:

	
$3,249,000.00

	
 







Cede & Co.

Registered Owner





 



	

 

	
Exhibit A


	
 

	
CUSIP 939355 BL6







 



	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class L-B-13







 


Evidencing a beneficial interest in a trust that owns a pool of assets consisting of, among other things, conventional one- to four-family mortgage loans formed by


WaMu ASSET ACCEPTANCE CORP.


 


This Certificate is issued by Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2007-OA3 Trust. This Certificate represents ownership of a “regular interest” in a “real estate
mortgage investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended (the “Code”), together with certain rights specified in the Pooling Agreement. The issue date of this
Certificate is March 28, 2007.


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


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THESE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF
REGISTRATION OR THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND EXCEPT IN ACCORDANCE WITH SECTION 5.01(f) OF THE POOLING AGREEMENT.


NO TRANSFER OF THIS CLASS L-B-13 CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE HAS RECEIVED AN INVESTMENT LETTER IN THE FORM DESCRIBED IN SECTION 5.01(f) OF THE POOLING AGREEMENT.


NOTWITHSTANDING THE FOREGOING PARAGRAPH, WITH RESPECT TO THE TRANSFER OF THIS CLASS L-B-13 CERTIFICATE TO DTC OR ANY OTHER CLEARING AGENCY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR SO
LONG AS THIS CERTIFICATE IS HELD BY DTC OR ANY OTHER CLEARING AGENCY, (I) AN INVESTMENT LETTER, AS DESCRIBED IN THE FOREGOING PARAGRAPH, SHALL NOT BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL APPLY:


1.             ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS
ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN), THAT SUCH TRANSFEREE MEETS THE REQUIREMENTS SET FORTH IN THE INVESTMENT LETTER IN THE FORM DESCRIBED IN SECTION 5.01(f) OF THE POOLING AGREEMENT; AND


2.             IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD IN VIOLATION OF THE
PROVISIONS OF THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE MEETING THE REQUIREMENTS SET FORTH IN THE INVESTMENT LETTER IN THE FORM DESCRIBED IN SECTION 5.01(f) OF THE POOLING AGREEMENT SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS
AND OBLIGATIONS AS BENEFICIAL HOLDER THEREOF RETROACTIVE TO THE DATE OF TRANSFER OF THIS CERTIFICATE BY SUCH PRECEDING TRANSFEREE.  NEITHER THE TRUST NOR THE TRUSTEE SHALL BE UNDER ANY LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO
SUCH PRECEDING TRANSFEREE.


NO TRANSFER OF THIS CLASS L-B-13 CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE HAS RECEIVED (I) AN OFFICER’S CERTIFICATE IN THE FORM DESCRIBED IN SECTION 5.01(d) OF THE POOLING AGREEMENT AND (II) IF SO
INDICATED IN SUCH OFFICER’S CERTIFICATE, AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT SUBJECT THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR
LIABILITIES UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY.


NOTWITHSTANDING THE FOREGOING PARAGRAPH, WITH RESPECT TO THE TRANSFER OF THIS CLASS L-B-13 CERTIFICATE TO DTC OR ANY OTHER CLEARING AGENCY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR SO
LONG AS THIS CERTIFICATE IS HELD BY DTC OR ANY OTHER CLEARING AGENCY, (I) AN OFFICER’S CERTIFICATE (AND, IF APPLICABLE, A BENEFIT PLAN OPINION), AS DESCRIBED IN THE FOREGOING PARAGRAPH, SHALL NOT BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL
APPLY:


1.             ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION
OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN), THAT EITHER (A) SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE, OR ANY PERSON (INCLUDING AN INVESTMENT MANAGER, A
NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF OR PURCHASING THIS CERTIFICATE WITH “PLAN ASSETS” OF ANY SUCH PLAN (A “PLAN INVESTOR”) OR (B) SUCH TRANSFEREE IS AN INSURANCE COMPANY, THE SOURCE OF
FUNDS TO BE USED BY IT TO ACQUIRE OR HOLD THIS CERTIFICATE IS AN “INSURANCE COMPANY GENERAL ACCOUNT” (WITHIN THE MEANING OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60), AND THE CONDITIONS IN SECTIONS I AND III OF
PTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE (B), A “COMPLYING INSURANCE COMPANY”); AND


2.             IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD IN VIOLATION OF THE PROVISIONS OF
THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR OR (II) IS A COMPLYING INSURANCE COMPANY SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS BENEFICIAL HOLDER THEREOF RETROACTIVE TO
THE DATE OF TRANSFER OF THIS CERTIFICATE BY SUCH PRECEDING TRANSFEREE.  NEITHER THE TRUST NOR THE TRUSTEE SHALL BE UNDER ANY LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE.


ANY PURPORTED BENEFICIAL HOLDER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 5.01(d) OF THE POOLING AGREEMENT SHALL
INDEMNIFY AND HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER, THE TRUST AND EACH UNDERWRITER FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR
HOLDING.


The Class L-B-13 Certificates will be subordinate in right of payment to and provide credit support to certain Classes of Certificates, as described in the Pooling Agreement.


 


	
WMALT Series 2007-OA3

	
Portion of the Class L-B-13 Principal Balance as of the Cut-Off Date Evidenced by this Certificate:

	
$6,497,000.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class L-B-13 Certificate Interest Rate:

	
Variable

	
 


	
Cut-Off Date:

	
March 1, 2007

	
 


	
First Distribution Date:

	
April 25, 2007

	
 


	
Last Scheduled Distribution Date:

	
February 25, 2047

	
 


	
Class L-B-13 Principal Balance as of the Cut-Off Date:

	
$6,497,000.00

	
 







Cede & Co.

Registered Owner





 


	

 

	
Exhibit A


	
 

	
CUSIP 939355 BM4





 



	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class L-B-14







 


Evidencing a beneficial interest in a trust that owns a pool of assets consisting of, among other things, conventional one- to four-family mortgage loans formed by


WaMu ASSET ACCEPTANCE CORP.


 


This Certificate is issued by Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2007-OA3 Trust. This Certificate represents ownership of a “regular interest” in a “real estate
mortgage investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended (the “Code”), together with certain rights specified in the Pooling Agreement. The issue date of this
Certificate is March 28, 2007.


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


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THESE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF
REGISTRATION OR THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND EXCEPT IN ACCORDANCE WITH SECTION 5.01(f) OF THE POOLING AGREEMENT.


NO TRANSFER OF THIS CLASS L-B-14 CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE HAS RECEIVED AN INVESTMENT LETTER IN THE FORM DESCRIBED IN SECTION 5.01(f) OF THE POOLING AGREEMENT.


NOTWITHSTANDING THE FOREGOING PARAGRAPH, WITH RESPECT TO THE TRANSFER OF THIS CLASS L-B-14 CERTIFICATE TO DTC OR ANY OTHER CLEARING AGENCY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR SO
LONG AS THIS CERTIFICATE IS HELD BY DTC OR ANY OTHER CLEARING AGENCY, (I) AN INVESTMENT LETTER, AS DESCRIBED IN THE FOREGOING PARAGRAPH, SHALL NOT BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL APPLY:


1.             ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS
ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN), THAT SUCH TRANSFEREE MEETS THE REQUIREMENTS SET FORTH IN THE INVESTMENT LETTER IN THE FORM DESCRIBED IN SECTION 5.01(f) OF THE POOLING AGREEMENT; AND


2.             IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD IN VIOLATION OF THE
PROVISIONS OF THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE MEETING THE REQUIREMENTS SET FORTH IN THE INVESTMENT LETTER IN THE FORM DESCRIBED IN SECTION 5.01(f) OF THE POOLING AGREEMENT SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS
AND OBLIGATIONS AS BENEFICIAL HOLDER THEREOF RETROACTIVE TO THE DATE OF TRANSFER OF THIS CERTIFICATE BY SUCH PRECEDING TRANSFEREE.  NEITHER THE TRUST NOR THE TRUSTEE SHALL BE UNDER ANY LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO
SUCH PRECEDING TRANSFEREE.


NO TRANSFER OF THIS CLASS L-B-14 CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE HAS RECEIVED (I) AN OFFICER’S CERTIFICATE IN THE FORM DESCRIBED IN SECTION 5.01(d) OF THE POOLING AGREEMENT AND (II) IF SO
INDICATED IN SUCH OFFICER’S CERTIFICATE, AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT SUBJECT THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR
LIABILITIES UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY.


NOTWITHSTANDING THE FOREGOING PARAGRAPH, WITH RESPECT TO THE TRANSFER OF THIS CLASS L-B-14 CERTIFICATE TO DTC OR ANY OTHER CLEARING AGENCY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR SO
LONG AS THIS CERTIFICATE IS HELD BY DTC OR ANY OTHER CLEARING AGENCY, (I) AN OFFICER’S CERTIFICATE (AND, IF APPLICABLE, A BENEFIT PLAN OPINION), AS DESCRIBED IN THE FOREGOING PARAGRAPH, SHALL NOT BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL
APPLY:


1.             ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION
OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN), THAT EITHER (A) SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE, OR ANY PERSON (INCLUDING AN INVESTMENT MANAGER, A
NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF OR PURCHASING THIS CERTIFICATE WITH “PLAN ASSETS” OF ANY SUCH PLAN (A “PLAN INVESTOR”) OR (B) SUCH TRANSFEREE IS AN INSURANCE COMPANY, THE SOURCE OF
FUNDS TO BE USED BY IT TO ACQUIRE OR HOLD THIS CERTIFICATE IS AN “INSURANCE COMPANY GENERAL ACCOUNT” (WITHIN THE MEANING OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60), AND THE CONDITIONS IN SECTIONS I AND III OF
PTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE (B), A “COMPLYING INSURANCE COMPANY”); AND


2.             IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD IN VIOLATION OF THE PROVISIONS OF
THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR OR (II) IS A COMPLYING INSURANCE COMPANY SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS BENEFICIAL HOLDER THEREOF RETROACTIVE TO
THE DATE OF TRANSFER OF THIS CERTIFICATE BY SUCH PRECEDING TRANSFEREE.  NEITHER THE TRUST NOR THE TRUSTEE SHALL BE UNDER ANY LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE.


ANY PURPORTED BENEFICIAL HOLDER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 5.01(d) OF THE POOLING AGREEMENT SHALL
INDEMNIFY AND HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER, THE TRUST AND EACH UNDERWRITER FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR
HOLDING.


The Class L-B-14 Certificates will be subordinate in right of payment to and provide credit support to certain Classes of Certificates, as described in the Pooling
Agreement.


 


	
WMALT Series 2007-OA3

	
Portion of the Class L-B-14 Principal Balance as of the Cut-Off Date Evidenced by this Certificate:

	
$7,308,929.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class L-B-14 Certificate Interest Rate:

	
Variable

	
 


	
Cut-Off Date:

	
March 1, 2007

	
 


	
First Distribution Date:

	
April 25, 2007

	
 


	
Last Scheduled Distribution Date:

	
February 25, 2047

	
 


	
Class L-B-14 Principal Balance as of the Cut-Off Date:

	
$7,308,929.00

	
 





 




Cede & Co.

Registered Owner






 



	
 

	
Exhibit A


	
 

	
CUSIP 939355 BB8







 



	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class M-B-1







 


Evidencing a beneficial interest in a trust that owns a pool of assets consisting of, among other things, conventional one- to four-family mortgage loans formed by


WaMu ASSET ACCEPTANCE CORP.


 


 


This Certificate is issued by Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2007-OA3 Trust. This Certificate represents ownership of a “regular interest” in a “real estate
mortgage investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended (the “Code”), together with certain rights specified in the Pooling Agreement. The issue date of this
Certificate is March 28, 2007.


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


NO TRANSFER OF THIS CLASS M-B-1 CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE HAS RECEIVED (I) AN OFFICER’S CERTIFICATE IN THE FORM DESCRIBED IN SECTION 5.01(g) OF THE POOLING AGREEMENT AND (II) IF SO
INDICATED IN SUCH OFFICER’S CERTIFICATE, AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT SUBJECT THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR
LIABILITIES UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY.


NOTWITHSTANDING THE FOREGOING PARAGRAPH, WITH RESPECT TO THE TRANSFER OF THIS CLASS M-B-1 CERTIFICATE TO DTC OR ANY OTHER CLEARING AGENCY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR SO
LONG AS THIS CERTIFICATE IS HELD BY DTC OR ANY OTHER CLEARING AGENCY, (I) AN OFFICER’S CERTIFICATE (AND, IF APPLICABLE, A BENEFIT PLAN OPINION), AS DESCRIBED IN THE FOREGOING PARAGRAPH, SHALL NOT BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL
APPLY:


1.             ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION
OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN), THAT EITHER (A) SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE, OR ANY PERSON (INCLUDING AN INVESTMENT MANAGER, A
NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF OR PURCHASING THIS CERTIFICATE WITH “PLAN ASSETS” OF ANY SUCH PLAN (A “PLAN INVESTOR”), (B) SUCH TRANSFEREE IS AN INSURANCE COMPANY, THE SOURCE OF
FUNDS TO BE USED BY IT TO ACQUIRE OR HOLD THIS CERTIFICATE IS AN “INSURANCE COMPANY GENERAL ACCOUNT” (WITHIN THE MEANING OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60), AND THE CONDITIONS IN SECTIONS I AND III OF
PTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE (B), A “COMPLYING INSURANCE COMPANY”) OR (C) THIS CERTIFICATE WAS RATED “BBB-” OR BETTER (OR ITS EQUIVALENT) BY AT LEAST ONE OF THE RATING AGENCIES AT THE TIME OF SUCH
TRANSFEREE’S ACQUISITION OF THIS CERTIFICATE (OR INTEREST HEREIN); AND


2.             IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD IN VIOLATION OF THE PROVISIONS OF
THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR, (II) IS A COMPLYING INSURANCE COMPANY OR (III) ACQUIRED THIS CERTIFICATE AT A TIME WHEN THIS CERTIFICATE WAS RATED “BBB-” OR BETTER (OR ITS EQUIVALENT) BY
AT LEAST ONE OF THE RATING AGENCIES SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS BENEFICIAL HOLDER THEREOF RETROACTIVE TO THE DATE OF TRANSFER OF THIS CERTIFICATE BY SUCH PRECEDING TRANSFEREE.  NEITHER THE TRUST NOR THE
TRUSTEE SHALL BE UNDER ANY LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE.


ANY PURPORTED BENEFICIAL HOLDER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 5.01(g) OF THE POOLING AGREEMENT SHALL INDEMNIFY
AND HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER, THE TRUST AND EACH UNDERWRITER FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.


The Class M-B-1 Certificates will be subordinate in right of payment to and provide credit support to certain Classes of Certificates, as described in the Pooling Agreement.


 


	
WMALT Series 2007-OA3

	
Portion of the Class M-B-1 Principal Balance as of the Cut-Off Date Evidenced by this Certificate:

	
$35,097,000.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class M-B-1 Certificate Interest Rate:

	
Variable

	
 


	
Cut-Off Date:

	
March 1, 2007

	
 


	
First Distribution Date:

	
April 25, 2007

	
 


	
Last Scheduled Distribution Date:

	
April 25, 2047

	
 


	
Class M-B-1 Principal Balance as of the Cut-Off Date:

	
$35,097,000.00

	
 





 


 




Cede & Co.

Registered Owner












 



	
 

	
Exhibit A


	
 

	
CUSIP 939355 BC6







 



	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class M-B-2







 


Evidencing a beneficial interest in a trust that owns a pool of assets consisting of, among other things, conventional one- to four-family mortgage loans formed by


WaMu ASSET ACCEPTANCE CORP.


 


 


This Certificate is issued by Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2007-OA3 Trust. This Certificate represents ownership of a “regular interest” in a “real estate
mortgage investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended (the “Code”), together with certain rights specified in the Pooling Agreement. The issue date of this
Certificate is March 28, 2007.


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


NO TRANSFER OF THIS CLASS M-B-2 CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE HAS RECEIVED (I) AN OFFICER’S CERTIFICATE IN THE FORM DESCRIBED IN SECTION 5.01(g) OF THE POOLING AGREEMENT AND (II) IF SO
INDICATED IN SUCH OFFICER’S CERTIFICATE, AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT SUBJECT THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR
LIABILITIES UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY.


NOTWITHSTANDING THE FOREGOING PARAGRAPH, WITH RESPECT TO THE TRANSFER OF THIS CLASS M-B-2 CERTIFICATE TO DTC OR ANY OTHER CLEARING AGENCY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR SO
LONG AS THIS CERTIFICATE IS HELD BY DTC OR ANY OTHER CLEARING AGENCY, (I) AN OFFICER’S CERTIFICATE (AND, IF APPLICABLE, A BENEFIT PLAN OPINION), AS DESCRIBED IN THE FOREGOING PARAGRAPH, SHALL NOT BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL
APPLY:


1.             ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION
OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN), THAT EITHER (A) SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE, OR ANY PERSON (INCLUDING AN INVESTMENT MANAGER, A
NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF OR PURCHASING THIS CERTIFICATE WITH “PLAN ASSETS” OF ANY SUCH PLAN (A “PLAN INVESTOR”), (B) SUCH TRANSFEREE IS AN INSURANCE COMPANY, THE SOURCE OF
FUNDS TO BE USED BY IT TO ACQUIRE OR HOLD THIS CERTIFICATE IS AN “INSURANCE COMPANY GENERAL ACCOUNT” (WITHIN THE MEANING OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60), AND THE CONDITIONS IN SECTIONS I AND III OF
PTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE (B), A “COMPLYING INSURANCE COMPANY”) OR (C) THIS CERTIFICATE WAS RATED “BBB-” OR BETTER (OR ITS EQUIVALENT) BY AT LEAST ONE OF THE RATING AGENCIES AT THE TIME OF SUCH
TRANSFEREE’S ACQUISITION OF THIS CERTIFICATE (OR INTEREST HEREIN); AND


2.             IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD IN VIOLATION OF THE PROVISIONS OF
THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR, (II) IS A COMPLYING INSURANCE COMPANY OR (III) ACQUIRED THIS CERTIFICATE AT A TIME WHEN THIS CERTIFICATE WAS RATED “BBB-” OR BETTER (OR ITS EQUIVALENT) BY
AT LEAST ONE OF THE RATING AGENCIES SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS BENEFICIAL HOLDER THEREOF RETROACTIVE TO THE DATE OF TRANSFER OF THIS CERTIFICATE BY SUCH PRECEDING TRANSFEREE.  NEITHER THE TRUST NOR THE
TRUSTEE SHALL BE UNDER ANY LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE.


ANY PURPORTED BENEFICIAL HOLDER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 5.01(g) OF THE POOLING AGREEMENT SHALL INDEMNIFY
AND HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER, THE TRUST AND EACH UNDERWRITER FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.


The Class M-B-2 Certificates will be subordinate in right of payment to and provide credit support to certain Classes of Certificates, as described in the Pooling Agreement.


 


	
WMALT Series 2007-OA3

	
Portion of the Class M-B-2 Principal Balance as of the Cut-Off Date Evidenced by this Certificate:

	
$38,997,000.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class M-B-2 Certificate Interest Rate:

	
Variable

	
 


	
Cut-Off Date:

	
March 1, 2007

	
 


	
First Distribution Date:

	
April 25, 2007

	
 


	
Last Scheduled Distribution Date:

	
April 25, 2047

	
 


	
Class M-B-2 Principal Balance as of the Cut-Off Date:

	
$38,997,000.00

	
 





 


 




Cede & Co.

Registered Owner












 



	
 

	
Exhibit A


	
 

	
CUSIP 939355 BD4







 



	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class M-B-3







 


Evidencing a beneficial interest in a trust that owns a pool of assets consisting of, among other things, conventional one- to four-family mortgage loans formed by


WaMu ASSET ACCEPTANCE CORP.


 


 


This Certificate is issued by Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2007-OA3 Trust. This Certificate represents ownership of a “regular interest” in a “real estate
mortgage investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended (the “Code”), together with certain rights specified in the Pooling Agreement. The issue date of this
Certificate is March 28, 2007.


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


NO TRANSFER OF THIS CLASS M-B-3 CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE HAS RECEIVED (I) AN OFFICER’S CERTIFICATE IN THE FORM DESCRIBED IN SECTION 5.01(g) OF THE POOLING AGREEMENT AND (II) IF SO
INDICATED IN SUCH OFFICER’S CERTIFICATE, AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT SUBJECT THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR
LIABILITIES UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY.


NOTWITHSTANDING THE FOREGOING PARAGRAPH, WITH RESPECT TO THE TRANSFER OF THIS CLASS M-B-3 CERTIFICATE TO DTC OR ANY OTHER CLEARING AGENCY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR SO
LONG AS THIS CERTIFICATE IS HELD BY DTC OR ANY OTHER CLEARING AGENCY, (I) AN OFFICER’S CERTIFICATE (AND, IF APPLICABLE, A BENEFIT PLAN OPINION), AS DESCRIBED IN THE FOREGOING PARAGRAPH, SHALL NOT BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL
APPLY:


1.             ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION
OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN), THAT EITHER (A) SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE, OR ANY PERSON (INCLUDING AN INVESTMENT MANAGER, A
NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF OR PURCHASING THIS CERTIFICATE WITH “PLAN ASSETS” OF ANY SUCH PLAN (A “PLAN INVESTOR”), (B) SUCH TRANSFEREE IS AN INSURANCE COMPANY, THE SOURCE OF
FUNDS TO BE USED BY IT TO ACQUIRE OR HOLD THIS CERTIFICATE IS AN “INSURANCE COMPANY GENERAL ACCOUNT” (WITHIN THE MEANING OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60), AND THE CONDITIONS IN SECTIONS I AND III OF
PTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE (B), A “COMPLYING INSURANCE COMPANY”) OR (C) THIS CERTIFICATE WAS RATED “BBB-” OR BETTER (OR ITS EQUIVALENT) BY AT LEAST ONE OF THE RATING AGENCIES AT THE TIME OF SUCH
TRANSFEREE’S ACQUISITION OF THIS CERTIFICATE (OR INTEREST HEREIN); AND


2.             IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD IN VIOLATION OF THE PROVISIONS OF
THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR, (II) IS A COMPLYING INSURANCE COMPANY OR (III) ACQUIRED THIS CERTIFICATE AT A TIME WHEN THIS CERTIFICATE WAS RATED “BBB-” OR BETTER (OR ITS EQUIVALENT) BY
AT LEAST ONE OF THE RATING AGENCIES SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS BENEFICIAL HOLDER THEREOF RETROACTIVE TO THE DATE OF TRANSFER OF THIS CERTIFICATE BY SUCH PRECEDING TRANSFEREE.  NEITHER THE TRUST NOR THE
TRUSTEE SHALL BE UNDER ANY LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE.


ANY PURPORTED BENEFICIAL HOLDER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 5.01(g) OF THE POOLING AGREEMENT SHALL INDEMNIFY
AND HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER, THE TRUST AND EACH UNDERWRITER FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.


The Class M-B-3 Certificates will be subordinate in right of payment to and provide credit support to certain Classes of Certificates, as described in the Pooling Agreement.


 


	
WMALT Series 2007-OA3

	
Portion of the Class M-B-3 Principal Balance as of the Cut-Off Date Evidenced by this Certificate:

	
$11,699,000.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class M-B-3 Certificate Interest Rate:

	
Variable

	
 


	
Cut-Off Date:

	
March 1, 2007

	
 


	
First Distribution Date:

	
April 25, 2007

	
 


	
Last Scheduled Distribution Date:

	
April 25, 2047

	
 


	
Class M-B-3 Principal Balance as of the Cut-Off Date:

	
$11,699,000.00

	
 





 


 




Cede & Co.

Registered Owner












 



	
 

	
Exhibit A


	
 

	
CUSIP 939355 BE2







 



	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class M-B-4







 


Evidencing a beneficial interest in a trust that owns a pool of assets consisting of, among other things, conventional one- to four-family mortgage loans formed by


WaMu ASSET ACCEPTANCE CORP.


 


This Certificate is issued by Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2007-OA3 Trust. This Certificate represents ownership of a “regular interest” in a “real estate
mortgage investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended (the “Code”), together with certain rights specified in the Pooling Agreement. The issue date of this
Certificate is March 28, 2007.


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


NO TRANSFER OF THIS CLASS M-B-4 CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE HAS RECEIVED (I) AN OFFICER’S CERTIFICATE IN THE FORM DESCRIBED IN SECTION 5.01(g) OF THE POOLING AGREEMENT AND (II) IF SO
INDICATED IN SUCH OFFICER’S CERTIFICATE, AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT SUBJECT THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR
LIABILITIES UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY.


NOTWITHSTANDING THE FOREGOING PARAGRAPH, WITH RESPECT TO THE TRANSFER OF THIS CLASS M-B-4 CERTIFICATE TO DTC OR ANY OTHER CLEARING AGENCY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR SO
LONG AS THIS CERTIFICATE IS HELD BY DTC OR ANY OTHER CLEARING AGENCY, (I) AN OFFICER’S CERTIFICATE (AND, IF APPLICABLE, A BENEFIT PLAN OPINION), AS DESCRIBED IN THE FOREGOING PARAGRAPH, SHALL NOT BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL
APPLY:


1.             ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION
OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN), THAT EITHER (A) SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE, OR ANY PERSON (INCLUDING AN INVESTMENT MANAGER, A
NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF OR PURCHASING THIS CERTIFICATE WITH “PLAN ASSETS” OF ANY SUCH PLAN (A “PLAN INVESTOR”), (B) SUCH TRANSFEREE IS AN INSURANCE COMPANY, THE SOURCE OF
FUNDS TO BE USED BY IT TO ACQUIRE OR HOLD THIS CERTIFICATE IS AN “INSURANCE COMPANY GENERAL ACCOUNT” (WITHIN THE MEANING OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60), AND THE CONDITIONS IN SECTIONS I AND III OF
PTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE (B), A “COMPLYING INSURANCE COMPANY”) OR (C) THIS CERTIFICATE WAS RATED “BBB-” OR BETTER (OR ITS EQUIVALENT) BY AT LEAST ONE OF THE RATING AGENCIES AT THE TIME OF SUCH
TRANSFEREE’S ACQUISITION OF THIS CERTIFICATE (OR INTEREST HEREIN); AND


2.             IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD IN VIOLATION OF THE PROVISIONS OF
THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR, (II) IS A COMPLYING INSURANCE COMPANY OR (III) ACQUIRED THIS CERTIFICATE AT A TIME WHEN THIS CERTIFICATE WAS RATED “BBB-” OR BETTER (OR ITS EQUIVALENT) BY
AT LEAST ONE OF THE RATING AGENCIES SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS BENEFICIAL HOLDER THEREOF RETROACTIVE TO THE DATE OF TRANSFER OF THIS CERTIFICATE BY SUCH PRECEDING TRANSFEREE.  NEITHER THE TRUST NOR THE
TRUSTEE SHALL BE UNDER ANY LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE.


ANY PURPORTED BENEFICIAL HOLDER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 5.01(g) OF THE POOLING AGREEMENT SHALL INDEMNIFY
AND HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER, THE TRUST AND EACH UNDERWRITER FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.


The Class M-B-4 Certificates will be subordinate in right of payment to and provide credit support to certain Classes of Certificates, as described in the Pooling Agreement.


 


	
WMALT Series 2007-OA3

	
Portion of the Class M-B-4 Principal Balance as of the Cut-Off Date Evidenced by this Certificate:

	
$51,475,000.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class M-B-4 Certificate Interest Rate:

	
Variable

	
 


	
Cut-Off Date:

	
March 1, 2007

	
 


	
First Distribution Date:

	
April 25, 2007

	
 


	
Last Scheduled Distribution Date:

	
April 25, 2047

	
 


	
Class M-B-4 Principal Balance as of the Cut-Off Date:

	
$51,475,000.00

	
 





 




Cede & Co.

Registered Owner












 



	
 

	
Exhibit A


	
 

	
CUSIP 939355 BF9







 



	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class M-B-5







 


Evidencing a beneficial interest in a trust that owns a pool of assets consisting of, among other things, conventional one- to four-family mortgage loans formed by


WaMu ASSET ACCEPTANCE CORP.


 


 


This Certificate is issued by Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2007-OA3 Trust. This Certificate represents ownership of a “regular interest” in a “real estate
mortgage investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended (the “Code”), together with certain rights specified in the Pooling Agreement. The issue date of this
Certificate is March 28, 2007.


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


NO TRANSFER OF THIS CLASS M-B-5 CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE HAS RECEIVED (I) AN OFFICER’S CERTIFICATE IN THE FORM DESCRIBED IN SECTION 5.01(g) OF THE POOLING AGREEMENT AND (II) IF SO
INDICATED IN SUCH OFFICER’S CERTIFICATE, AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT SUBJECT THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR
LIABILITIES UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY.


NOTWITHSTANDING THE FOREGOING PARAGRAPH, WITH RESPECT TO THE TRANSFER OF THIS CLASS M-B-5 CERTIFICATE TO DTC OR ANY OTHER CLEARING AGENCY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR SO
LONG AS THIS CERTIFICATE IS HELD BY DTC OR ANY OTHER CLEARING AGENCY, (I) AN OFFICER’S CERTIFICATE (AND, IF APPLICABLE, A BENEFIT PLAN OPINION), AS DESCRIBED IN THE FOREGOING PARAGRAPH, SHALL NOT BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL
APPLY:


1.             ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION
OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN), THAT EITHER (A) SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE, OR ANY PERSON (INCLUDING AN INVESTMENT MANAGER, A
NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF OR PURCHASING THIS CERTIFICATE WITH “PLAN ASSETS” OF ANY SUCH PLAN (A “PLAN INVESTOR”), (B) SUCH TRANSFEREE IS AN INSURANCE COMPANY, THE SOURCE OF
FUNDS TO BE USED BY IT TO ACQUIRE OR HOLD THIS CERTIFICATE IS AN “INSURANCE COMPANY GENERAL ACCOUNT” (WITHIN THE MEANING OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60), AND THE CONDITIONS IN SECTIONS I AND III OF
PTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE (B), A “COMPLYING INSURANCE COMPANY”) OR (C) THIS CERTIFICATE WAS RATED “BBB-” OR BETTER (OR ITS EQUIVALENT) BY AT LEAST ONE OF THE RATING AGENCIES AT THE TIME OF SUCH
TRANSFEREE’S ACQUISITION OF THIS CERTIFICATE (OR INTEREST HEREIN); AND


2.             IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD IN VIOLATION OF THE PROVISIONS OF
THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR, (II) IS A COMPLYING INSURANCE COMPANY OR (III) ACQUIRED THIS CERTIFICATE AT A TIME WHEN THIS CERTIFICATE WAS RATED “BBB-” OR BETTER (OR ITS EQUIVALENT) BY
AT LEAST ONE OF THE RATING AGENCIES SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS BENEFICIAL HOLDER THEREOF RETROACTIVE TO THE DATE OF TRANSFER OF THIS CERTIFICATE BY SUCH PRECEDING TRANSFEREE.  NEITHER THE TRUST NOR THE
TRUSTEE SHALL BE UNDER ANY LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE.


ANY PURPORTED BENEFICIAL HOLDER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 5.01(g) OF THE POOLING AGREEMENT SHALL INDEMNIFY
AND HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER, THE TRUST AND EACH UNDERWRITER FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.


The Class M-B-5 Certificates will be subordinate in right of payment to and provide credit support to certain Classes of Certificates, as described in the Pooling Agreement.


 


	
WMALT Series 2007-OA3

	
Portion of the Class M-B-5 Principal Balance as of the Cut-Off Date Evidenced by this Certificate:

	
$19,499,000.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class M-B-5 Certificate Interest Rate:

	
Variable

	
 


	
Cut-Off Date:

	
March 1, 2007

	
 


	
First Distribution Date:

	
April 25, 2007

	
 


	
Last Scheduled Distribution Date:

	
April 25, 2047

	
 


	
Class M-B-5 Principal Balance as of the Cut-Off Date:

	
$19,499,000.00

	
 





 


 




Cede & Co.

Registered Owner












 



	
 

	
Exhibit A


	
 

	
CUSIP 939355 BG7







 



	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class M-B-6







 


Evidencing a beneficial interest in a trust that owns a pool of assets consisting of, among other things, conventional one- to four-family mortgage loans formed by


WaMu ASSET ACCEPTANCE CORP.


 


 


This Certificate is issued by Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2007-OA3 Trust. This Certificate represents ownership of a “regular interest” in a “real estate
mortgage investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended (the “Code”), together with certain rights specified in the Pooling Agreement. The issue date of this
Certificate is March 28, 2007.


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


NO TRANSFER OF THIS CLASS M-B-6 CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE HAS RECEIVED (I) AN OFFICER’S CERTIFICATE IN THE FORM DESCRIBED IN SECTION 5.01(g) OF THE POOLING AGREEMENT AND (II) IF SO
INDICATED IN SUCH OFFICER’S CERTIFICATE, AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT SUBJECT THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR
LIABILITIES UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY.


NOTWITHSTANDING THE FOREGOING PARAGRAPH, WITH RESPECT TO THE TRANSFER OF THIS CLASS M-B-6 CERTIFICATE TO DTC OR ANY OTHER CLEARING AGENCY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR SO
LONG AS THIS CERTIFICATE IS HELD BY DTC OR ANY OTHER CLEARING AGENCY, (I) AN OFFICER’S CERTIFICATE (AND, IF APPLICABLE, A BENEFIT PLAN OPINION), AS DESCRIBED IN THE FOREGOING PARAGRAPH, SHALL NOT BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL
APPLY:


1.             ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION
OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN), THAT EITHER (A) SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE, OR ANY PERSON (INCLUDING AN INVESTMENT MANAGER, A
NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF OR PURCHASING THIS CERTIFICATE WITH “PLAN ASSETS” OF ANY SUCH PLAN (A “PLAN INVESTOR”), (B) SUCH TRANSFEREE IS AN INSURANCE COMPANY, THE SOURCE OF
FUNDS TO BE USED BY IT TO ACQUIRE OR HOLD THIS CERTIFICATE IS AN “INSURANCE COMPANY GENERAL ACCOUNT” (WITHIN THE MEANING OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60), AND THE CONDITIONS IN SECTIONS I AND III OF
PTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE (B), A “COMPLYING INSURANCE COMPANY”) OR (C) THIS CERTIFICATE WAS RATED “BBB-” OR BETTER (OR ITS EQUIVALENT) BY AT LEAST ONE OF THE RATING AGENCIES AT THE TIME OF SUCH
TRANSFEREE’S ACQUISITION OF THIS CERTIFICATE (OR INTEREST HEREIN); AND


2.             IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD IN VIOLATION OF THE PROVISIONS OF
THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR, (II) IS A COMPLYING INSURANCE COMPANY OR (III) ACQUIRED THIS CERTIFICATE AT A TIME WHEN THIS CERTIFICATE WAS RATED “BBB-” OR BETTER (OR ITS EQUIVALENT) BY
AT LEAST ONE OF THE RATING AGENCIES SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS BENEFICIAL HOLDER THEREOF RETROACTIVE TO THE DATE OF TRANSFER OF THIS CERTIFICATE BY SUCH PRECEDING TRANSFEREE.  NEITHER THE TRUST NOR THE
TRUSTEE SHALL BE UNDER ANY LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE.


ANY PURPORTED BENEFICIAL HOLDER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 5.01(g) OF THE POOLING AGREEMENT SHALL INDEMNIFY
AND HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER, THE TRUST AND EACH UNDERWRITER FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.


The Class M-B-6 Certificates will be subordinate in right of payment to and provide credit support to certain Classes of Certificates, as described in the Pooling Agreement.


 


	
WMALT Series 2007-OA3

	
Portion of the Class M-B-6 Principal Balance as of the Cut-Off Date Evidenced by this Certificate:

	
$8,579,000.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class M-B-6 Certificate Interest Rate:

	
Variable

	
 


	
Cut-Off Date:

	
March 1, 2007

	
 


	
First Distribution Date:

	
April 25, 2007

	
 


	
Last Scheduled Distribution Date:

	
April 25, 2047

	
 


	
Class M-B-6 Principal Balance as of the Cut-Off Date:

	
$8,579,000.00

	
 





 


 




Cede & Co.

Registered Owner












 



	
 

	
Exhibit A


	
 

	
CUSIP 939355 BH5







 



	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class M-B-7







 


Evidencing a beneficial interest in a trust that owns a pool of assets consisting of, among other things, conventional one- to four-family mortgage loans formed by


WaMu ASSET ACCEPTANCE CORP.


 


 


This Certificate is issued by Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2007-OA3 Trust. This Certificate represents ownership of a “regular interest” in a “real estate
mortgage investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended (the “Code”), together with certain rights specified in the Pooling Agreement. The issue date of this
Certificate is March 28, 2007.


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


NO TRANSFER OF THIS CLASS M-B-7 CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE HAS RECEIVED (I) AN OFFICER’S CERTIFICATE IN THE FORM DESCRIBED IN SECTION 5.01(g) OF THE POOLING AGREEMENT AND (II) IF SO
INDICATED IN SUCH OFFICER’S CERTIFICATE, AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT SUBJECT THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR
LIABILITIES UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY.


NOTWITHSTANDING THE FOREGOING PARAGRAPH, WITH RESPECT TO THE TRANSFER OF THIS CLASS M-B-7 CERTIFICATE TO DTC OR ANY OTHER CLEARING AGENCY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR SO
LONG AS THIS CERTIFICATE IS HELD BY DTC OR ANY OTHER CLEARING AGENCY, (I) AN OFFICER’S CERTIFICATE (AND, IF APPLICABLE, A BENEFIT PLAN OPINION), AS DESCRIBED IN THE FOREGOING PARAGRAPH, SHALL NOT BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL
APPLY:


1.             ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION
OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN), THAT EITHER (A) SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE, OR ANY PERSON (INCLUDING AN INVESTMENT MANAGER, A
NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF OR PURCHASING THIS CERTIFICATE WITH “PLAN ASSETS” OF ANY SUCH PLAN (A “PLAN INVESTOR”), (B) SUCH TRANSFEREE IS AN INSURANCE COMPANY, THE SOURCE OF
FUNDS TO BE USED BY IT TO ACQUIRE OR HOLD THIS CERTIFICATE IS AN “INSURANCE COMPANY GENERAL ACCOUNT” (WITHIN THE MEANING OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60), AND THE CONDITIONS IN SECTIONS I AND III OF
PTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE (B), A “COMPLYING INSURANCE COMPANY”) OR (C) THIS CERTIFICATE WAS RATED “BBB-” OR BETTER (OR ITS EQUIVALENT) BY AT LEAST ONE OF THE RATING AGENCIES AT THE TIME OF SUCH
TRANSFEREE’S ACQUISITION OF THIS CERTIFICATE (OR INTEREST HEREIN); AND


2.             IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD IN VIOLATION OF THE PROVISIONS OF
THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR, (II) IS A COMPLYING INSURANCE COMPANY OR (III) ACQUIRED THIS CERTIFICATE AT A TIME WHEN THIS CERTIFICATE WAS RATED “BBB-” OR BETTER (OR ITS EQUIVALENT) BY
AT LEAST ONE OF THE RATING AGENCIES SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS BENEFICIAL HOLDER THEREOF RETROACTIVE TO THE DATE OF TRANSFER OF THIS CERTIFICATE BY SUCH PRECEDING TRANSFEREE.  NEITHER THE TRUST NOR THE
TRUSTEE SHALL BE UNDER ANY LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE.


ANY PURPORTED BENEFICIAL HOLDER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 5.01(g) OF THE POOLING AGREEMENT SHALL INDEMNIFY
AND HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER, THE TRUST AND EACH UNDERWRITER FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.


The Class M-B-7 Certificates will be subordinate in right of payment to and provide credit support to certain Classes of Certificates, as described in the Pooling Agreement.


 


	
WMALT Series 2007-OA3

	
Portion of the Class M-B-7 Principal Balance as of the Cut-Off Date Evidenced by this Certificate:

	
$8,579,000.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class M-B-7 Certificate Interest Rate:

	
Variable

	
 


	
Cut-Off Date:

	
March 1, 2007

	
 


	
First Distribution Date:

	
April 25, 2007

	
 


	
Last Scheduled Distribution Date:

	
April 25, 2047

	
 


	
Class M-B-7 Principal Balance as of the Cut-Off Date:

	
$8,579,000.00

	
 





 




Cede & Co.

Registered Owner












 



	
 

	
Exhibit A


	
 

	
CUSIP 939355 BN2







 



	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class M-B-8







 


Evidencing a beneficial interest in a trust that owns a pool of assets consisting of, among other things, conventional one- to four-family mortgage loans formed by


WaMu ASSET ACCEPTANCE CORP.




This Certificate is issued by Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2007-OA3 Trust. This Certificate represents ownership of a “regular interest” in a “real estate mortgage investment conduit,” as those terms are
defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended (the “Code”), together with certain rights specified in the Pooling Agreement. The issue date of this Certificate is March 28, 2007.


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


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THESE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF
REGISTRATION OR THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND EXCEPT IN ACCORDANCE WITH SECTION 5.01(f) OF THE POOLING AGREEMENT.


NO TRANSFER OF THIS CLASS M-B-8 CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE HAS RECEIVED AN INVESTMENT LETTER IN THE FORM DESCRIBED IN SECTION 5.01(f) OF THE POOLING AGREEMENT.


NOTWITHSTANDING THE FOREGOING PARAGRAPH, WITH RESPECT TO THE TRANSFER OF THIS CLASS M-B-8 CERTIFICATE TO DTC OR ANY OTHER CLEARING AGENCY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR SO
LONG AS THIS CERTIFICATE IS HELD BY DTC OR ANY OTHER CLEARING AGENCY, (I) AN INVESTMENT LETTER, AS DESCRIBED IN THE FOREGOING PARAGRAPH, SHALL NOT BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL APPLY:


1.             ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS
ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN), THAT SUCH TRANSFEREE MEETS THE REQUIREMENTS SET FORTH IN THE INVESTMENT LETTER IN THE FORM DESCRIBED IN SECTION 5.01(f) OF THE POOLING AGREEMENT; AND


2.             IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD IN VIOLATION OF THE
PROVISIONS OF THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE MEETING THE REQUIREMENTS SET FORTH IN THE INVESTMENT LETTER IN THE FORM DESCRIBED IN SECTION 5.01(f) OF THE POOLING AGREEMENT SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS
AND OBLIGATIONS AS BENEFICIAL HOLDER THEREOF RETROACTIVE TO THE DATE OF TRANSFER OF THIS CERTIFICATE BY SUCH PRECEDING TRANSFEREE.  NEITHER THE TRUST NOR THE TRUSTEE SHALL BE UNDER ANY LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO
SUCH PRECEDING TRANSFEREE.


NO TRANSFER OF THIS CLASS M-B-8 CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE HAS RECEIVED (I) AN OFFICER’S CERTIFICATE IN THE FORM DESCRIBED IN SECTION 5.01(d) OF THE POOLING AGREEMENT AND (II) IF SO
INDICATED IN SUCH OFFICER’S CERTIFICATE, AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT SUBJECT THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR
LIABILITIES UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY.


NOTWITHSTANDING THE FOREGOING PARAGRAPH, WITH RESPECT TO THE TRANSFER OF THIS CLASS M-B-8 CERTIFICATE TO DTC OR ANY OTHER CLEARING AGENCY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR SO
LONG AS THIS CERTIFICATE IS HELD BY DTC OR ANY OTHER CLEARING AGENCY, (I) AN OFFICER’S CERTIFICATE (AND, IF APPLICABLE, A BENEFIT PLAN OPINION), AS DESCRIBED IN THE FOREGOING PARAGRAPH, SHALL NOT BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL
APPLY:


1.             ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION
OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN), THAT EITHER (A) SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE, OR ANY PERSON (INCLUDING AN INVESTMENT MANAGER, A
NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF OR PURCHASING THIS CERTIFICATE WITH “PLAN ASSETS” OF ANY SUCH PLAN (A “PLAN INVESTOR”) OR (B) SUCH TRANSFEREE IS AN INSURANCE COMPANY, THE SOURCE OF
FUNDS TO BE USED BY IT TO ACQUIRE OR HOLD THIS CERTIFICATE IS AN “INSURANCE COMPANY GENERAL ACCOUNT” (WITHIN THE MEANING OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60), AND THE CONDITIONS IN SECTIONS I AND III OF
PTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE (B), A “COMPLYING INSURANCE COMPANY”); AND


2.             IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD IN VIOLATION OF THE PROVISIONS OF
THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR OR (II) IS A COMPLYING INSURANCE COMPANY SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS BENEFICIAL HOLDER THEREOF RETROACTIVE TO
THE DATE OF TRANSFER OF THIS CERTIFICATE BY SUCH PRECEDING TRANSFEREE.  NEITHER THE TRUST NOR THE TRUSTEE SHALL BE UNDER ANY LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE.


ANY PURPORTED BENEFICIAL HOLDER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 5.01(d) OF THE POOLING AGREEMENT SHALL
INDEMNIFY AND HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER, THE TRUST AND EACH UNDERWRITER FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR
HOLDING.


The Class M-B-8 Certificates will be subordinate in right of payment to and provide credit support to certain Classes of Certificates, as described in the Pooling Agreement.


	
WMALT Series 2007-OA3

	
Portion of the Class M-B-8 Principal Balance as of the Cut-Off Date Evidenced by this Certificate:

	
$6,240,000.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class M-B-8 Certificate Interest Rate:

	
Variable

	
 


	
Cut-Off Date:

	
March 1, 2007

	
 


	
First Distribution Date:

	
April 25, 2007

	
 


	
Last Scheduled Distribution Date:

	
April 25, 2047

	
 


	
Class M-B-8 Principal Balance as of the Cut-Off Date:

	
$6,240,000.00

	
 







Cede & Co.

Registered Owner





 



	

 

	
Exhibit A


	
 

	
CUSIP 939355 BP7







 



	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class M-B-9







 


Evidencing a beneficial interest in a trust that owns a pool of assets consisting of, among other things, conventional one- to four-family mortgage loans formed by


WaMu ASSET ACCEPTANCE CORP.


 


This Certificate is issued by Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2007-OA3 Trust. This Certificate represents ownership of a “regular interest” in a “real estate
mortgage investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended (the “Code”), together with certain rights specified in the Pooling Agreement. The issue date of this
Certificate is March 28, 2007.


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


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THESE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF
REGISTRATION OR THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND EXCEPT IN ACCORDANCE WITH SECTION 5.01(f) OF THE POOLING AGREEMENT.


NO TRANSFER OF THIS CLASS M-B-9 CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE HAS RECEIVED AN INVESTMENT LETTER IN THE FORM DESCRIBED IN SECTION 5.01(f) OF THE POOLING AGREEMENT.


NOTWITHSTANDING THE FOREGOING PARAGRAPH, WITH RESPECT TO THE TRANSFER OF THIS CLASS M-B-9 CERTIFICATE TO DTC OR ANY OTHER CLEARING AGENCY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR SO
LONG AS THIS CERTIFICATE IS HELD BY DTC OR ANY OTHER CLEARING AGENCY, (I) AN INVESTMENT LETTER, AS DESCRIBED IN THE FOREGOING PARAGRAPH, SHALL NOT BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL APPLY:


1.             ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS
ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN), THAT SUCH TRANSFEREE MEETS THE REQUIREMENTS SET FORTH IN THE INVESTMENT LETTER IN THE FORM DESCRIBED IN SECTION 5.01(f) OF THE POOLING AGREEMENT; AND


2.             IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD IN VIOLATION OF THE
PROVISIONS OF THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE MEETING THE REQUIREMENTS SET FORTH IN THE INVESTMENT LETTER IN THE FORM DESCRIBED IN SECTION 5.01(f) OF THE POOLING AGREEMENT SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS
AND OBLIGATIONS AS BENEFICIAL HOLDER THEREOF RETROACTIVE TO THE DATE OF TRANSFER OF THIS CERTIFICATE BY SUCH PRECEDING TRANSFEREE.  NEITHER THE TRUST NOR THE TRUSTEE SHALL BE UNDER ANY LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO
SUCH PRECEDING TRANSFEREE.


NO TRANSFER OF THIS CLASS M-B-9 CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE HAS RECEIVED (I) AN OFFICER’S CERTIFICATE IN THE FORM DESCRIBED IN SECTION 5.01(d) OF THE POOLING AGREEMENT AND (II) IF SO
INDICATED IN SUCH OFFICER’S CERTIFICATE, AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT SUBJECT THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR
LIABILITIES UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY.


NOTWITHSTANDING THE FOREGOING PARAGRAPH, WITH RESPECT TO THE TRANSFER OF THIS CLASS M-B-9 CERTIFICATE TO DTC OR ANY OTHER CLEARING AGENCY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR SO
LONG AS THIS CERTIFICATE IS HELD BY DTC OR ANY OTHER CLEARING AGENCY, (I) AN OFFICER’S CERTIFICATE (AND, IF APPLICABLE, A BENEFIT PLAN OPINION), AS DESCRIBED IN THE FOREGOING PARAGRAPH, SHALL NOT BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL
APPLY:


1.             ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION
OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN), THAT EITHER (A) SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE, OR ANY PERSON (INCLUDING AN INVESTMENT MANAGER, A
NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF OR PURCHASING THIS CERTIFICATE WITH “PLAN ASSETS” OF ANY SUCH PLAN (A “PLAN INVESTOR”) OR (B) SUCH TRANSFEREE IS AN INSURANCE COMPANY, THE SOURCE OF
FUNDS TO BE USED BY IT TO ACQUIRE OR HOLD THIS CERTIFICATE IS AN “INSURANCE COMPANY GENERAL ACCOUNT” (WITHIN THE MEANING OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60), AND THE CONDITIONS IN SECTIONS I AND III OF
PTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE (B), A “COMPLYING INSURANCE COMPANY”); AND


2.             IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD IN VIOLATION OF THE PROVISIONS OF
THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR OR (II) IS A COMPLYING INSURANCE COMPANY SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS BENEFICIAL HOLDER THEREOF RETROACTIVE TO
THE DATE OF TRANSFER OF THIS CERTIFICATE BY SUCH PRECEDING TRANSFEREE.  NEITHER THE TRUST NOR THE TRUSTEE SHALL BE UNDER ANY LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE.


ANY PURPORTED BENEFICIAL HOLDER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 5.01(d) OF THE POOLING AGREEMENT SHALL
INDEMNIFY AND HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER, THE TRUST AND EACH UNDERWRITER FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR
HOLDING.


The Class M-B-9 Certificates will be subordinate in right of payment to and provide credit support to certain Classes of Certificates, as described in the Pooling Agreement.


 


	
WMALT Series 2007-OA3

	
Portion of the Class M-B-9 Principal Balance as of the Cut-Off Date Evidenced by this Certificate:

	
$6,239,000.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class M-B-9 Certificate Interest Rate:

	
Variable

	
 


	
Cut-Off Date:

	
March 1, 2007

	
 


	
First Distribution Date:

	
April 25, 2007

	
 


	
Last Scheduled Distribution Date:

	
April 25, 2047

	
 


	
Class M-B-9 Principal Balance as of the Cut-Off Date:

	
$6,239,000.00

	
 







Cede & Co.

Registered Owner





 




	

 

	
Exhibit A


	
 

	
CUSIP 939355 BQ5








 



	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class M-B-10







 


Evidencing a beneficial interest in a trust that owns a pool of assets consisting of, among other things, conventional one- to four-family mortgage loans formed by


WaMu ASSET ACCEPTANCE CORP.


 


This Certificate is issued by Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2007-OA3 Trust. This Certificate represents ownership of a “regular interest” in a “real estate
mortgage investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended (the “Code”), together with certain rights specified in the Pooling Agreement. The issue date of this
Certificate is March 28, 2007.


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


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THESE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF
REGISTRATION OR THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND EXCEPT IN ACCORDANCE WITH SECTION 5.01(f) OF THE POOLING AGREEMENT.


NO TRANSFER OF THIS CLASS M-B-10 CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE HAS RECEIVED AN INVESTMENT LETTER IN THE FORM DESCRIBED IN SECTION 5.01(f) OF THE POOLING AGREEMENT.


NOTWITHSTANDING THE FOREGOING PARAGRAPH, WITH RESPECT TO THE TRANSFER OF THIS CLASS M-B-10 CERTIFICATE TO DTC OR ANY OTHER CLEARING AGENCY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR SO
LONG AS THIS CERTIFICATE IS HELD BY DTC OR ANY OTHER CLEARING AGENCY, (I) AN INVESTMENT LETTER, AS DESCRIBED IN THE FOREGOING PARAGRAPH, SHALL NOT BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL APPLY:


1.             ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS
ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN), THAT SUCH TRANSFEREE MEETS THE REQUIREMENTS SET FORTH IN THE INVESTMENT LETTER IN THE FORM DESCRIBED IN SECTION 5.01(f) OF THE POOLING AGREEMENT; AND


2.             IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD IN VIOLATION OF THE
PROVISIONS OF THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE MEETING THE REQUIREMENTS SET FORTH IN THE INVESTMENT LETTER IN THE FORM DESCRIBED IN SECTION 5.01(f) OF THE POOLING AGREEMENT SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS
AND OBLIGATIONS AS BENEFICIAL HOLDER THEREOF RETROACTIVE TO THE DATE OF TRANSFER OF THIS CERTIFICATE BY SUCH PRECEDING TRANSFEREE.  NEITHER THE TRUST NOR THE TRUSTEE SHALL BE UNDER ANY LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO
SUCH PRECEDING TRANSFEREE.


NO TRANSFER OF THIS CLASS M-B-10 CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE HAS RECEIVED (I) AN OFFICER’S CERTIFICATE IN THE FORM DESCRIBED IN SECTION 5.01(d) OF THE POOLING AGREEMENT AND (II) IF SO
INDICATED IN SUCH OFFICER’S CERTIFICATE, AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT SUBJECT THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR
LIABILITIES UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY.


NOTWITHSTANDING THE FOREGOING PARAGRAPH, WITH RESPECT TO THE TRANSFER OF THIS CLASS M-B-10 CERTIFICATE TO DTC OR ANY OTHER CLEARING AGENCY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR SO
LONG AS THIS CERTIFICATE IS HELD BY DTC OR ANY OTHER CLEARING AGENCY, (I) AN OFFICER’S CERTIFICATE (AND, IF APPLICABLE, A BENEFIT PLAN OPINION), AS DESCRIBED IN THE FOREGOING PARAGRAPH, SHALL NOT BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL
APPLY:


1.             ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION
OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN), THAT EITHER (A) SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE, OR ANY PERSON (INCLUDING AN INVESTMENT MANAGER, A
NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF OR PURCHASING THIS CERTIFICATE WITH “PLAN ASSETS” OF ANY SUCH PLAN (A “PLAN INVESTOR”) OR (B) SUCH TRANSFEREE IS AN INSURANCE COMPANY, THE SOURCE OF
FUNDS TO BE USED BY IT TO ACQUIRE OR HOLD THIS CERTIFICATE IS AN “INSURANCE COMPANY GENERAL ACCOUNT” (WITHIN THE MEANING OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60), AND THE CONDITIONS IN SECTIONS I AND III OF
PTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE (B), A “COMPLYING INSURANCE COMPANY”); AND


2.             IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD IN VIOLATION OF THE PROVISIONS OF
THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR OR (II) IS A COMPLYING INSURANCE COMPANY SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS BENEFICIAL HOLDER THEREOF RETROACTIVE TO
THE DATE OF TRANSFER OF THIS CERTIFICATE BY SUCH PRECEDING TRANSFEREE.  NEITHER THE TRUST NOR THE TRUSTEE SHALL BE UNDER ANY LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE.


ANY PURPORTED BENEFICIAL HOLDER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 5.01(d) OF THE POOLING AGREEMENT SHALL
INDEMNIFY AND HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER, THE TRUST AND EACH UNDERWRITER FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR
HOLDING.


The Class M-B-10 Certificates will be subordinate in right of payment to and provide credit support to certain Classes of Certificates, as described in the Pooling
Agreement.


 


	
WMALT Series 2007-OA3

	
Portion of the Class M-B-10 Principal Balance as of the Cut-Off Date Evidenced by this Certificate:

	
$16,379,231.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class M-B-10 Certificate Interest Rate:

	
Variable

	
 


	
Cut-Off Date:

	
March 1, 2007

	
 


	
First Distribution Date:

	
April 25, 2007

	
 


	
Last Scheduled Distribution Date:

	
April 25, 2047

	
 


	
Class M-B-10 Principal Balance as of the Cut-Off Date:

	
$16,379,231.00

	
 





 




Cede & Co.

Registered Owner










	
 

	
Exhibit B


	
 

	
CUSIP 939355 BJ1







 


WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE



Class R


 


Evidencing a Percentage Interest in certain distributions with respect to a pool of conventional one- to four-family mortgage loans formed by


WaMu ASSET ACCEPTANCE CORP.


 


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


IN THE CASE OF ANY CLASS R CERTIFICATE PRESENTED FOR REGISTRATION IN THE NAME OF ANY PERSON, THE TRUSTEE SHALL REQUIRE (I) AN OFFICER’S CERTIFICATE IN THE FORM DESCRIBED IN SECTION 5.01(d) OF THE POOLING
AGREEMENT AND (II) IF SO INDICATED IN SUCH OFFICER’S CERTIFICATE, AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE EFFECT THAT THE PURCHASE AND HOLDING OF A CLASS R CERTIFICATE ARE PERMISSIBLE
UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE TRUST, THE
TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AGREEMENT, WHICH OPINION OF COUNSEL
SHALL NOT BE AN EXPENSE OF THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY.


This Certificate is issued by Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2007-OA3 Trust. Solely for U.S. federal income tax purposes, this Certificate represents “residual
interests” in “real estate mortgage investment conduits,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended.


	
WMALT Series 2007-OA3

	
Percentage Interest evidenced by this Class R Certificate in the distributions to be made with respect to the Class R Certificates:

	
__________%


	
 

	
 

	
 


	
Class R Certificate Interest Rate:

	
6.363%. Additionally the Class R Certificates are entitled to Excess Liquidation Proceeds and the Residual Distribution Amount as defined in the Pooling Agreement.

	
 


	
Cut-Off Date:

	
March 1, 2007

	
 


	
First Distribution Date:

	
April 25, 2007

	
 


	
Last Scheduled Distribution Date:

	
February 25, 2047

	
 


	
Class R Principal Balance as of the Cut-Off Date:

	
$100.00

	
 





 


________________________

Registered Owner

Certificate No.______






 


This Certificate does not represent an obligation of or interest in WaMu Asset Acceptance Corp. or any of its affiliates. Neither this Certificate nor the underlying Mortgage Loans are guaranteed by any
agency or instrumentality of the United States.


This certifies that the above-named Registered Owner is the registered owner of a beneficial interest in a trust (the “Trust”) that owns a pool of assets consisting of, among other things,
conventional one- to four-family mortgage loans (the “Mortgage Loans”), and that was formed by WaMu Asset Acceptance Corp. (the “Company”), which term includes any successor entity under the Pooling Agreement referred to below.  The Trust
was created pursuant to a Pooling and Servicing Agreement, dated as of the Cut-Off Date stated above (the “Pooling Agreement”), among the Company, the Servicer, LaSalle Bank National Association, as Trustee (the “Trustee”), and Christiana Bank
& Trust Company, as Delaware Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling Agreement. Nothing herein shall
be deemed inconsistent with such meanings, and in the event of any conflict between the Pooling Agreement and the terms of this Certificate, the Pooling Agreement shall control. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling Agreement, to which Pooling Agreement the Holder of this Certificate, by virtue of the acceptance hereof, assents and by which such Holder is bound.


Distributions will be made, pursuant to the Pooling Agreement, on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the “Distribution
Date”), commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last day (or if such last day is not a Business Day, the Business Day immediately preceding such last
day) of the month immediately preceding the month of such distribution (the “Record Date”), to the extent of such Certificateholder's Percentage Interest represented by this Certificate in the amounts distributable for such Distribution Date on the
Certificates of this Class, as specified in the Pooling Agreement.


Distributions on this Certificate will be made by the Trustee by wire transfer or check mailed to the address of the Person entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate to the Certificate Registrar.


Reference is hereby made to the further provisions of this Certificate set forth below, which further provisions shall for all purposes have the same effect as if set forth at this place.


Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling Agreement or be
valid for any purpose.






IN WITNESS WHEREOF, the Trust has caused this Certificate to be duly executed.


	
 

	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATES WMALT SERIES 2007-OA3 TRUST


 


	
 

	
By:

	
LASALLE BANK NATIONAL ASSOCIATION, as Trustee


 


	
 

	
 

	
 


 


By:  _____________________________________





 


 


 


(TRUSTEE'S CERTIFICATE OF AUTHENTICATION)


 


 


This is one of the Certificates referred to in the within-mentioned Pooling Agreement.


LASALLE BANK NATIONAL ASSOCIATION,


as Trustee


 


 


 


By: ___________________________________


 


Dated: _________________________________


 






 


WaMu ASSET ACCEPTANCE CORP.

WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


 


 


This Certificate is one of a duly authorized issue of Certificates designated as Washington Mutual Mortgage Pass-Through Certificates of the Series and Class specified hereon (herein called the
“Certificates”) and representing a beneficial interest in the Trust.


The Certificates do not represent an obligation of, or an interest in, the Company or any of its affiliates and are not insured or guaranteed by any governmental agency. The Certificates are limited in right
of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Pooling Agreement. In the event funds are advanced with respect to any Mortgage Loan, such advance is reimbursable to the Servicer
from the related recoveries on such Mortgage Loan or from amounts received with respect to other Mortgage Loans to the extent that such advance is not otherwise recoverable.


As provided in the Pooling Agreement, withdrawals from the Certificate Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement
to the Servicer of advances made, or certain expenses incurred, by it.


The Pooling Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Certificateholders under
the Pooling Agreement at any time by the Company, the Servicer and the Trustee with the consent of the Holders of the Certificates evidencing Percentage Interests aggregating not less than 66%. The Pooling Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the Certificates.


As provided in the Pooling Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the office maintained by the Trustee for such purposes, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent duly
executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of Authorized Denominations evidencing the same Percentage Interest set forth hereinabove will be issued to the designated transferee or
transferees.


The Certificates are issuable only as registered Certificates without coupons in Authorized Denominations specified in the Pooling Agreement. As provided in the Pooling Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new Certificates of Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, as requested by the Holder surrendering the same.


A reasonable service charge may be made for any such registration of transfer or exchange, and the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in
connection therewith.


The Company, the Servicer, the Trust, the Trustee, the Delaware Trustee and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Company, the Servicer, the Trust, the Trustee, the Delaware Trustee nor any agent thereof shall be affected by notice to the contrary.


The obligations created by the Pooling Agreement and the Trust created thereby shall terminate upon (i) the later of the final payment or other liquidation (including purchase by the Servicer) of the last
Mortgage Loan owned by the Trust or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan, and (ii) the payment to Certificateholders of all amounts required to be paid to them pursuant to the Pooling Agreement.
The Pooling Agreement permits, but does not require, the Servicer to purchase from the Trust all Mortgage Loans at the time subject thereto and all property acquired by the Trust in respect of any Mortgage Loan upon payment to the Certificateholders of the amounts
specified in the Pooling Agreement. The exercise of such right will effect early retirement of the Certificates, the Servicer’s right to purchase being subject to the aggregate Principal Balance of the Mortgage Loans at the time of purchase being less than the
Clean-Up Call Percentage of the aggregate Principal Balance of the Mortgage Loans as of the Cut-Off Date.






 



ASSIGNMENT


FOR VALUE RECEIVED the undersigned hereby sell(s) and assign(s) and transfer(s) unto


____________________________________________________________________________________



___________________________________________________________________________________


(Please print or typewrite name and address, including postal zip code of assignee. Please insert social security or other identifying number of assignee.)


the within Washington Mutual Mortgage Pass-Through Certificate and hereby irrevocably constitutes and appoints



___________________________________________________________________________________


Attorney to transfer said Certificate on the Certificate Register, with full power of substitution in the premises.


	

Dated:  _____________________

	

 

	

___________________________________________


	
 

	
 

	
Signature Guaranteed





 


____________________________________________________________________________________


 


NOTICE:   The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change
whatever.  This Certificate does not represent an obligation of or an interest in WaMu Asset Acceptance Corp. or any of its affiliates.  Neither this Certificate nor the underlying Mortgage Loans are guaranteed by any agency or instrumentality of the United
States.


 










	
Exhibit C







 


Reserved


 


 










	

Exhibit D







 


 


Mortgage Loan Schedule


 


	

 





 


	

 

	
        The Mortgage Loan Schedule has been intentionally omitted.  Copies may be obtained from WaMu Asset Acceptance Corp. or LaSalle Bank National Association by
contacting:





 


	

 

	
      in the case of WaMu Asset Acceptance Corp.,





 


	

 

	
        John Ganzer

         WaMu Asset Acceptance Corp.

          c/o Washington Mutual Mortgage Securities Corp.

         75 N. Fairway Drive,VHF2A01

         Vernon Hills, IL 60061

         Telephone:  (847) 549-3113

         Facsimile:     (847) 549-3680


 






 


	

 

	
      in the case of LaSalle Bank National Association,





 


	

 

	
        Stefanie Edwards

         LaSalle Bank National Association

         135 S. LaSalle Street, Suite 1511

         Chicago, IL  60603

         Telephone:  (312) 904-8975

         Facsimile:    (312) 904-2084





 


 










	

Exhibit D-1







 


 


Class CX-2-PPP Supplemental

Mortgage Loan Schedule


 


	

 





 


	

 

	
        The Mortgage Loan Schedule has been intentionally omitted.  Copies may be obtained from WaMu Asset Acceptance Corp. or LaSalle Bank National Association by
contacting:





 


	

 

	
      in the case of WaMu Asset Acceptance Corp.,





 


	

 

	
        John Ganzer

         WaMu Asset Acceptance Corp.

          c/o Washington Mutual Mortgage Securities Corp.

         75 N. Fairway Drive,VHF2A01

         Vernon Hills, IL 60061

         Telephone:  (847) 549-3113

         Facsimile:     (847) 549-3680


 






 


	

 

	
      in the case of LaSalle Bank National Association,





 


	

 

	
        Stefanie Edwards

         LaSalle Bank National Association

         135 S. LaSalle Street, Suite 1511

         Chicago, IL  60603

         Telephone:  (312) 904-8975

         Facsimile:    (312) 904-2084





 


 


 










	

Exhibit D-2







 


 


Class EX-PPP Supplemental

Mortgage Loan Schedule


 


	

 





 


	

 

	
        The Mortgage Loan Schedule has been intentionally omitted.  Copies may be obtained from WaMu Asset Acceptance Corp. or LaSalle Bank National Association by
contacting:





 


	

 

	
      in the case of WaMu Asset Acceptance Corp.,





 


	

 

	
        John Ganzer

         WaMu Asset Acceptance Corp.

          c/o Washington Mutual Mortgage Securities Corp.

         75 N. Fairway Drive,VHF2A01

         Vernon Hills, IL 60061

         Telephone:  (847) 549-3113

         Facsimile:     (847) 549-3680


 






 


	

 

	
      in the case of LaSalle Bank National Association,





 


	

 

	
        Stefanie Edwards

         LaSalle Bank National Association

         135 S. LaSalle Street, Suite 1511

         Chicago, IL  60603

         Telephone:  (312) 904-8975

         Facsimile:    (312) 904-2084





 


 


 










	

Exhibit D-3







 


 


Class 5X-PPP Supplemental

Mortgage Loan Schedule


 


	

 





 


	

 

	
        The Mortgage Loan Schedule has been intentionally omitted.  Copies may be obtained from WaMu Asset Acceptance Corp. or LaSalle Bank National Association by
contacting:





 


	

 

	
      in the case of WaMu Asset Acceptance Corp.,





 


	

 

	
        John Ganzer

         WaMu Asset Acceptance Corp.

          c/o Washington Mutual Mortgage Securities Corp.

         75 N. Fairway Drive,VHF2A01

         Vernon Hills, IL 60061

         Telephone:  (847) 549-3113

         Facsimile:     (847) 549-3680


 






 


	

 

	
      in the case of LaSalle Bank National Association,





 


	

 

	
        Stefanie Edwards

         LaSalle Bank National Association

         135 S. LaSalle Street, Suite 1511

         Chicago, IL  60603

         Telephone:  (312) 904-8975

         Facsimile:    (312) 904-2084





 


 


 









 


 



	
Exhibit E







 


 


[Reserved]


 


 


 


 


	

 


	

 

	

 


	

 

	

 


	

 


	

 


	

 


	

 

	

 


	

 

	

 






 


 










	
Exhibit F







 


 


 


[RESERVED]


 


 










	
Exhibit G







 


 


[RESERVED]


 


 










	
Exhibit H







 


FORM OF ADDITIONAL MATTER INCORPORATED INTO THE

FORM OF THE CERTIFICATES

(OTHER THAN THE CLASS R CERTIFICATES)


 


 


This Certificate does not represent an obligation of or interest in WaMu Asset Acceptance Corp. or any of its affiliates. Neither this Certificate nor the underlying Mortgage Loans are guaranteed by any
agency or instrumentality of the United States.


This certifies that the above-named Registered Owner is the registered owner of a beneficial interest in a trust (the “Trust”) that owns a pool of assets consisting of, among other things,
conventional one- to four-family mortgage loans (the “Mortgage Loans”), and that was formed by WaMu Asset Acceptance Corp. (the “Company”), which term includes any successor entity under the Pooling Agreement referred to below. The Trust was
created pursuant to a Pooling and Servicing Agreement, dated as of the Cut-Off Date stated above (the “Pooling Agreement”), among the Company, the Servicer, LaSalle Bank National Association, as Trustee (the “Trustee”), and Christiana Bank
& Trust Company, as Delaware Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling Agreement. Nothing herein shall
be deemed inconsistent with such meanings, and in the event of any conflict between the Pooling Agreement and the terms of this Certificate, the Pooling Agreement shall control. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling Agreement, to which Pooling Agreement the Holder of this Certificate, by virtue of the acceptance hereof, assents and by which such Holder is bound.


Distributions will be made, pursuant to the Pooling Agreement, on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the “Distribution
Date”), commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last day (or if such last day is not a Business Day, the Business Day immediately preceding such last
day) of the month immediately preceding the month of such distribution (the “Record Date”), to the extent of such Certificateholder's Percentage Interest represented by this Certificate in the amounts distributable for such Distribution Date on the
Certificates of this Class, as specified in the Pooling Agreement.


Distributions on this Certificate will be made by the Trustee by wire transfer or check mailed to the address of the Person entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate to the Certificate Registrar.


Reference is hereby made to the further provisions of this Certificate set forth below, which further provisions shall for all purposes have the same effect as if set forth at this place.


Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling Agreement or be
valid for any purpose.






IN WITNESS WHEREOF, the Trust has caused this Certificate to be duly executed.


 


	
 

	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATES WMALT SERIES 2007-OA3 TRUST


 


	
 

	
By:

	
LASALLE BANK NATIONAL ASSOCIATION, as Trustee


 


	
 

	
 

	
 


 


By:  _____________________________________





 


 


 



	
(TRUSTEE'S CERTIFICATE OF AUTHENTICATION)







 


 


This is one of the Certificates referred to in the within-mentioned Pooling Agreement.


LASALLE BANK NATIONAL ASSOCIATION,


as Trustee


 


 


 


By: _____________________________________


 


Dated: ___________________________________


 






 


WaMu ASSET ACCEPTANCE CORP.

WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


 


 


This Certificate is one of a duly authorized issue of Certificates designated as Washington Mutual Mortgage Pass-Through Certificates of the Series and Class specified hereon (herein called the
“Certificates”) and representing a beneficial interest in the Trust.


The Certificates do not represent an obligation of, or an interest in, the Company or any of its affiliates and are not insured or guaranteed by any governmental agency. The Certificates are limited in right
of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Pooling Agreement. In the event funds are advanced with respect to any Mortgage Loan, such advance is reimbursable to the Servicer
from the related recoveries on such Mortgage Loan or from amounts received with respect to other Mortgage Loans to the extent that such advance is not otherwise recoverable.


As provided in the Pooling Agreement, withdrawals from the Certificate Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement
to the Servicer of advances made, or certain expenses incurred, by it.


The Pooling Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Certificateholders under
the Pooling Agreement at any time by the Company, the Servicer and the Trustee with the consent of the Holders of the Certificates evidencing Percentage Interests aggregating not less than 66% [and for Class [CX-2-PPP][ EX-PPP] [5X-PPP] Certificates only - ;
provided, however, that any such amendment that modifies the rights of the Class [CX-2-PPP][ EX-PPP] [5X-PPP] Certificateholders to receive Assigned Prepayment Premiums shall require the consent of each Class [CX-2-PPP][ EX-PPP] [5X-PPP] Certificateholder]. Any such
consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Pooling Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.


As provided in the Pooling Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar or the office maintained by the Trustee in the City and State of New York, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form
satisfactory to the Trustee or any Authenticating Agent duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of Authorized Denominations evidencing the same Percentage Interest set forth
hereinabove will be issued to the designated transferee or transferees.


The Certificates are issuable only as registered Certificates without coupons in Authorized Denominations specified in the Pooling Agreement. As provided in the Pooling Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new Certificates of Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, as requested by the Holder surrendering the same.


A reasonable service charge may be made for any such registration of transfer or exchange, and the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in
connection therewith.


The Company, the Servicer, the Trust, the Trustee, the Delaware Trustee and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Company, the Servicer, the Trust, the Trustee, the Delaware Trustee nor any agent thereof shall be affected by notice to the contrary.


The obligations created by the Pooling Agreement and the Trust created thereby shall terminate upon (i) the later of the final payment or other liquidation (including purchase by the Servicer) of the last
Mortgage Loan owned by the Trust or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan, and (ii) the payment to Certificateholders of all amounts required to be paid to them pursuant to the Pooling Agreement.
The Pooling Agreement permits, but does not require, the Servicer to purchase from the Trust all Mortgage Loans at the time subject thereto and all property acquired by the Trust in respect of any Mortgage Loan upon payment to the Certificateholders of the amounts
specified in the Pooling Agreement. The exercise of such right will effect early retirement of the Certificates, the Servicer’s right to purchase being subject to the aggregate Principal Balance of the Mortgage Loans at the time of purchase being less than the
Clean-Up Call Percentage of the aggregate Principal Balance of the Mortgage Loans as of the Cut-Off Date.






 


ASSIGNMENT 


FOR VALUE RECEIVED the undersigned hereby sell(s) and assign(s) and transfer(s) unto


____________________________________________________________________________________


____________________________________________________________________________________


(Please print or typewrite name and address, including postal zip code of assignee. Please insert social security or other identifying number of assignee.)


the within Washington Mutual Mortgage Pass-Through Certificate and hereby irrevocably constitutes and appoints


____________________________________________________________________________________


Attorney to transfer said Certificate on the Certificate Register, with full power of substitution in the premises.


	

Dated: ______________________

	

 

	

_________________________________________


	
 

	
 

	
Signature Guaranteed





____________________________________________________________________________________


NOTICE:   The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change
whatever.  This Certificate does not represent an obligation of or an interest in WaMu Asset Acceptance Corp. or any of its affiliates.  Neither this Certificate nor the underlying Mortgage Loans are guaranteed by any agency or instrumentality of the United
States.


 










	
Exhibit I







 


 


TRANSFEROR CERTIFICATE FOR CLASS R CERTIFICATES

[Date]


 


 


LaSalle Bank National Association, as Trustee


135 South LaSalle Street, Suite 1511


Chicago, Illinois, 60603


Attention: Global Securities and Trust Services, WMALT 2007-OA3


 


Re:      WaMu Asset Acceptance Corp. Washington Mutual Mortgage Pass-Through Certificates, WMALT Series 2007-OA3, Class R


Ladies and Gentlemen:


This letter is delivered to you in connection with the sale from
                                          (the
“Seller”) to           
                                    (the “Purchaser”) of
$____________________ initial Certificate Principal Balance of Washington Mutual Mortgage Pass-Through Certificates, WMALT Series 2007-OA3, Class R (the “Certificate”), pursuant to Section 5.01 of the Pooling and Servicing Agreement (the “Pooling
Agreement”), dated as of March 1, 2007 among WaMu Asset Acceptance Corp., as depositor (the "Company"), Washington Mutual Bank, as servicer (the “Servicer”), LaSalle Bank National Association, as trustee (the “Trustee”), and Christiana
Bank & Trust Company, as Delaware trustee. All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling Agreement. The Seller hereby certifies, represents and warrants to, and covenants with, the Company, the Servicer, the
Trustee and the Trust that:


1.         No purpose of the Seller relating to the sale of the Certificate by the Seller to the Purchaser is or will be to enable the Seller to impede the assessment
or collection of tax.


2.         The Seller understands that the Purchaser has delivered to the Trustee and the Company a transferee affidavit and agreement in the form attached to the
Pooling Agreement as Exhibit J. The Seller does not know or believe that any representation contained therein is false.


3.         The Seller has no actual knowledge that the proposed Transferee is not a Permitted Transferee.


4.         The Seller has no actual knowledge that the Purchaser would be unwilling or unable to pay taxes due on its share of the taxable income attributable to the
Certificates.


5.         The Seller has conducted a reasonable investigation of the financial condition of the Purchaser and, as a result of the investigation, found that the
Purchaser has historically paid its debts as they came due, and found no significant evidence to indicate that the Purchaser will not continue to pay its debts as they come due in the future.






6.         The Purchaser has represented to the Seller that, if the Certificates constitute a noneconomic residual interest, it (i) understands that as holder of a
noneconomic residual interest it may incur tax liabilities in excess of any cash flows generated by the interest, and (ii) intends to pay taxes associated with its holding of the Certificates as they become due.


	
 

	
Very truly yours,


 


[Seller]


 


 


 


By:  __________________________________


            Name: __________________________


            Title: ___________________________



 





 


 










	
Exhibit J







 


 


TRANSFEREE AFFIDAVIT AND AGREEMENT FOR CLASS R CERTIFICATES


 


 


	
STATE OF

	
_________________________

	
)

	
 


	
 

	
 

	
)

	
ss:


	
COUNTY OF

	
_________________________

	
)

	
 





 


 


[NAME OF OFFICER], being first duly sworn, deposes and says:


1.         That he is [Title of Officer] of [Name of Owner] (record or beneficial owner of the Class R Certificate (the “Owner”)), a [savings institution]
[corporation] duly organized and existing under the laws of [the State of                   ] [the United States], on behalf of which he makes this affidavit and
agreement.


2.         That the Owner (i) is not and will not be a “disqualified organization” as of [date of transfer] within the meaning of Section 860E(e)(5) of the
Internal Revenue Code of 1986, as amended (the “Code”) and will endeavor to remain other than a disqualified organization for so long as it retains its ownership interest in the Class R Certificates, and (ii) is acquiring the Class R Certificates for its
own account or for the account of another Owner from which it has received an affidavit and agreement in substantially the same form as this affidavit and agreement. (For this purpose, a disqualified organization” means the United States, any state or political
subdivision thereof, or any agency or instrumentality of any of the foregoing (other than an instrumentality all of the activities of which are subject to tax and, except for the Federal Home Loan Mortgage Corporation, a majority of whose board of directors is not
selected by any such governmental entity), or any foreign government or international organization, or any agency or instrumentality of such foreign government or organization, any rural electric or telephone cooperative, or any organization (other than certain
farmers' cooperatives) that is generally exempt from federal income tax unless such organization is subject to the tax on unrelated business taxable income).


3.         That the Owner is aware (i) of the tax that would be imposed on transfers of the Class R Certificates after March 31, 1988; (ii) that such tax would be on
the transferor, or, if such transfer is through an agent (which person includes a broker, nominee or middle-man) for a disqualified organization, on the agent; (iii) that the person otherwise liable for the tax shall be relieved of liability for the tax if the
transferee furnishes to such person an affidavit that the transferee is not a disqualified organization and, at the time of transfer, such person does not have actual knowledge that the affidavit is false; and (iv) that the Class R Certificates may be a
“noneconomic residual interest” within the meaning of Treasury regulations promulgated pursuant to the Code and that the transferor of a noneconomic residual interest will remain liable for any taxes due with respect to the income on such residual
interest, if a significant purpose of the transfer was to enable the transferor to impede the assessment or collection of tax.


4.         That the Owner is aware of the tax imposed on a “pass-through entity” holding the Class R Certificates if at any time during the taxable year of
the pass-through entity a disqualified organization is the record holder of an interest in such entity. (For this purpose, a “pass through entity” includes a regulated investment company, a real estate investment trust or common trust fund, a partnership,
trust or estate, and certain cooperatives.)


5.         That the Owner is aware that the Trustee will not register the Transfer of the Class R Certificates unless the transferee, or the transferees' agent,
delivers to it an affidavit and agreement, among other things, in substantially the same form as this affidavit and agreement. The Owner expressly agrees that it will not consummate any such transfer if it knows or believes that any of the representations contained
in such affidavit and agreement are false.


6.         That the Owner has reviewed the restrictions set forth on the face of the Class R Certificates and the provisions of Section 5.01 of the Pooling Agreement
under which the Class R Certificates were issued (in particular, clauses (iii)(A) and (iii)(B) of Section 5.01(c) which authorize the Trustee to deliver payments to a person other than the Owner and negotiate a mandatory sale by the Trustee in the event the Owner
holds such Certificates in violation of Section 5.01). The Owner expressly agrees to be bound by and to comply with such restrictions and provisions.


7.         That the Owner consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute a reasonable
arrangement to ensure that the Class R Certificates will only be owned, directly or indirectly, by an Owner that is not a disqualified organization.


8.         The Owner's Taxpayer Identification Number is
                               .


9.         That no purpose of the Owner relating to the purchase of the Class R Certificates by the Owner is or will be to enable the transferor to impede the
assessment or collection of tax, and that in making this representation, the Owner warrants that the Owner is familiar with Treasury Regulation 1.860E-1(c) and with the preamble to the adoption of amendments to that regulation as of July 19, 2002, attached hereto as
Exhibit 1.


10.        That the Owner anticipates that it will, so long as it holds the Class R Certificates, have sufficient assets to pay any taxes owed by the holder of such
Certificates, and hereby represents to and for the benefit of the person from whom it acquired the Class R Certificates that the Owner intends to pay taxes associated with holding such Certificates as they become due, fully understanding that it may incur tax
liabilities in excess of any cash flows generated by the Class R Certificates. That the Owner has provided financial statements or other financial information requested by the transferor in connection with the transfer of the Class R Certificates to permit the
transferor to assess the financial capability of the Owner to pay such taxes.


11.        That the Owner has no present knowledge or expectation that it will be unable to pay any United States taxes owed by it so long as any of the Class R
Certificates remain outstanding.


12.        That the Owner has no present knowledge or expectation that it will become insolvent or subject to a bankruptcy proceeding for so long as any of the Class R
Certificates remain outstanding.


13.        That the Owner is familiar with Treasury Regulation 1.860E-1(c) and with the preamble to the adoption of amendments to that regulation as of July 19, 2002,
attached hereto as Exhibit 1, and that no purpose of the Owner relating to any sale of the Class R Certificates by the Owner will be to impede the assessment or collection of tax.


14.        The Owner is a citizen or resident of the United States, a corporation, partnership or other entity treated as a partnership or corporation for U.S. federal
income tax purposes created or organized in, or under the laws of, the United States or any state thereof or the District of Columbia, or an estate or trust whose income from sources without the United States is includible in gross income for United States federal
income tax purposes regardless of its connection with the conduct of a trade or business within the United States.


15.        The Owner hereby agrees that it will not cause income from the Class R Certificates to be attributable to a foreign permanent establishment or fixed base (within
the meaning of an applicable income tax treaty) of the Owner or another United States taxpayer.


16.        The Owner hereby agrees to cooperate with the Company and to take any action required of it by the Code or Treasury regulations thereunder (whether now or
hereafter promulgated) in order to create or maintain the REMIC status of REMIC I, REMIC II, REMIC III and REMIC IV (the “REMICs”).


17.        The Owner hereby agrees that it will not take any action that could endanger the REMIC status of the REMICs or result in the imposition of tax on the REMICs
unless counsel for, or acceptable to, the Company has provided an opinion that such action will not result in the loss of such REMIC status or the imposition of such tax, as applicable.


18.        The Owner as transferee of the Class R Certificates has represented to the transferor that, if the Class R Certificates constitute a noneconomic residual
interest, the Owner (i) understands that as holder of a noneconomic residual interest it may incur tax liabilities in excess of any cash flows generated by the interest, and (ii) intends to pay taxes associated with its holding of the Class R Certificates as they
become due.


19.        That the Owner satisfies the condition in the paragraph marked below [mark one paragraph only]:


	

___

	

The Owner is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as
amended, or Section 4975 of the Internal Revenue Code of 1986, as amended (a “Plan”), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of, or purchasing the Class R
Certificates with “plan assets” of, any Plan within the meaning of the Department of Labor (“DOL”) regulation at 29 C.F.R. Section 2510.3-101.


	

___

	

The Owner has delivered a Benefit Plan Opinion (as defined in Section 1.01 of the Pooling Agreement under which the Class R Certificates were
issued).





 


IN WITNESS WHEREOF, the Owner has caused this instrument to be executed on its behalf, pursuant to the authority of its Board of Directors, by its [Title of Officer] and its corporate seal to be hereunto
attached, attested by its [Assistant] Secretary, this           day of          , 20     .


 


	
 

	
[Name of Owner]


 


 


By:  __________________________________



[Name of Officer]



[Title of Officer









 


	
[Corporate Seal]


 


ATTEST:


 


 


[Assistant Secretary]

	
 





 


 


Personally appeared before me the above-named [Name of Officer], known or proved to me to be the same person who executed the foregoing instrument and to be the [Title of Officer] of the Owner, and
Acknowledged to me that he executed the same as his free act and deed and the free act and deed of the Owner.


Subscribed and sworn before me this ___ day of __________________, 20__.


 


	
 

	
NOTARY PUBLIC


 


COUNTY OF ________________________________


STATE OF __________________________________


My commission expires the        day of                    ,
20      .


 





 


 










	
Exhibit 1 to Transferee Affidavit







 


 


DEPARTMENT OF THE TREASURY


Internal Revenue Service


26 CFR Parts 1 and 602


[TD 9004]


RIN 1545-AW98


 


Real Estate Mortgage Investment Conduits


 


AGENCY: Internal Revenue Service (IRS), Treasury.


 


ACTION: Final regulations.


 


-----------------------------------------------------------------------


 


	
SUMMARY:

	
This document contains final regulations relating to safe harbor transfers of noneconomic residual interests in real estate mortgage investment conduits (REMICs). The final regulations provide additional
limitations on the circumstances under which transferors may claim safe harbor treatment.


	
 

	
 


	
DATES:

	
Effective Date: These regulations are effective July 19, 2002.  Applicability Date: For dates of applicability, see Sec. 1.860E-(1)(c)(10).


	
 

	
 


	
FOR FURTHER INFORMATION CONTACT:

	
Courtney Shepardson at (202) 622-3940


(not a toll-free number).


			




 



SUPPLEMENTARY INFORMATION:



 



Paperwork Reduction Act



 


The collection of information in this final rule has been reviewed and, pending receipt and evaluation of public comments, approved by the Office of Management and Budget (OMB) under 44 U.S.C. 3507 and
assigned control number 1545-1675.  The collection of information in this regulation is in Sec. 1.860E-1(c)(5)(ii). This information is required to enable the IRS to verify that a taxpayer is complying with the conditions of this regulation. The collection of
information is mandatory and is required. Otherwise, the taxpayer will not receive the benefit of safe harbor treatment as provided in the regulation. The likely respondents are businesses and other for-profit institutions.


Comments on the collection of information should be sent to the Office of Management and Budget, Attn: Desk Officer for the Department of the Treasury, Office of Information and Regulatory Affairs,
Washington, DC, 20503, with copies to the Internal Revenue Service, Attn: IRS Reports Clearance Officer, W:CAR:MP:FP:S, Washington, DC 20224. Comments on the collection of information should be received by September 17, 2002. Comments are specifically requested
concerning: 


Whether the collection of information is necessary for the proper performance of the functions of the Internal Revenue Service, including whether the information will have practical
utility; 


The accuracy of the estimated burden associated with the collection of information (see below);


How the quality, utility, and clarity of the information to be collected may be enhanced;


How the burden of complying with the collection of information may be minimized, including through the application of automated collection techniques or other forms of information technology;
and


Estimates of capital or start-up costs and costs of operation, maintenance, and purchase of service to provide information.


An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a valid control number assigned by the Office of Management and
Budget.


The estimated total annual reporting burden is 470 hours, based on an estimated number of respondents of 470 and an estimated average annual burden hours per respondent of one hour.


Books or records relating to a collection of information must be retained as long as their contents may become material in the administration of any internal revenue law. Generally, tax returns and tax
return information are confidential, as required by 26 U.S.C. 6103.


Background


This document contains final regulations regarding the proposed amendments to 26 CFR part 1 under section 860E of the Internal Revenue Code (Code). The regulations provide the circumstances under which a
transferor of a noneconomic REMIC residual interest meeting the investigation and representation requirements may avail itself of the safe harbor by satisfying either the formula test or the asset test.


Final regulations governing REMICs, issued in 1992, contain rules governing the transfer of noneconomic REMIC residual interests. In general, a transfer of a noneconomic residual interest is disregarded for
all tax purposes if a significant purpose of the transfer is to enable the transferor to impede the assessment or collection of tax. A purpose to impede the assessment or collection of tax (a wrongful purpose) exists if the transferor, at the time of the transfer,
either knew or should have known that the transferee would be unwilling or unable to pay taxes due on its share of the REMIC's taxable income.


Under a safe harbor, the transferor of a REMIC noneconomic residual interest is presumed not to have a wrongful purpose if two requirements are satisfied: (1) the transferor conducts a reasonable
investigation of the transferee's financial condition (the investigation requirement); and (2) the transferor secures a representation from the transferee to the effect that the transferee understands the tax obligations associated with holding a residual interest
and intends to pay those taxes (the representation requirement).


The IRS and Treasury have been concerned that some transferors of noneconomic residual interests claim they satisfy the safe harbor even in situations where the economics of the transfer clearly indicate the
transferee is unwilling or unable to pay the tax associated with holding the interest. For this reason, on February 7, 2000, the IRS published in the Federal Register (65 FR 5807) a notice of proposed rulemaking (REG-100276-97; REG-122450-98) designed to clarify the
safe harbor by adding the ``formula test,'' an economic test. The proposed regulation provides that the safe harbor is unavailable unless the present value of the anticipated tax liabilities associated with holding the residual interest does not exceed the sum of:
(1) The present value of any consideration given to the transferee to acquire the interest; (2) the present value of the expected future distributions on the interest; and (3) the present value of the anticipated tax savings associated with holding the interest as
the REMIC generates losses.


The notice of proposed rulemaking also contained rules for FASITs. Section 1.860H-6(g) of the proposed regulations provides requirements for transfers of FASIT ownership interests and adopts a safe harbor by
reference to the safe harbor provisions of the REMIC regulations.   


In January 2001, the IRS published Rev. Proc. 2001-12 (2001-3 I.R.B. 335) to set forth an alternative safe harbor that taxpayers could use while the IRS and the Treasury considered comments on the proposed
regulations. Under the alternative safe harbor, if a transferor meets the investigation requirement and the representation requirement but the transfer fails to meet the formula test, the transferor may invoke the safe harbor if the transferee meets a two-prong test
(the asset test). A transferee generally meets the first prong of this test if, at the time of the transfer, and in each of the two years preceding the year of transfer, the transferee's gross assets exceed $100 million and its net assets exceed $10 million. A
transferee generally meets the second prong of this test if it is a domestic, taxable corporation and agrees in writing not to transfer the interest to any person other than another domestic, taxable corporation that also satisfies the requirements of the asset test.
A transferor cannot rely on the asset test if the transferor knows, or has reason to know, that the transferee will not comply with its written agreement to limit the restrictions on subsequent transfers of the residual interest.


Rev. Proc. 2001-12 provides that the asset test fails to be satisfied in the case of a transfer or assignment of a noneconomic residual interest to a foreign branch of an otherwise eligible transferee. If
such a transfer or assignment were permitted, a corporate taxpayer might seek to claim that the provisions of an applicable income tax treaty would resource excess inclusion income as foreign source income, and that, as a consequence, any U.S. tax liability
attributable to the excess inclusion income could be offset by foreign tax credits. Such a claim would impede the assessment or collection of U.S. tax on excess inclusion income, contrary to the congressional purpose of assuring that such income will be taxable in
all events. See, e.g., sections 860E(a)(1), (b), (e) and 860G(b) of the Code.


The Treasury and the IRS have learned that certain taxpayers transferring noneconomic residual interests to foreign branches have attempted to rely on the formula test to obtain safe harbor treatment in an
effort to impede the assessment or collection of U.S. tax on excess inclusion income. Accordingly, the final regulations provide that if a noneconomic residual interest is transferred to a foreign permanent establishment or fixed base of a U.S. taxpayer, the transfer
is not eligible for safe harbor treatment under either the asset test or the formula test. The final regulations also require a transferee to represent that it will not cause income from the noneconomic residual interest to be attributable to a foreign permanent
establishment or fixed base.


Section 1.860E-1(c)(8) provides computational rules that a taxpayer may use to qualify for safe harbor status under the formula test. Section 1.860E-1(c)(8)(i) provides that the transferee is presumed to pay
tax at a rate equal to the highest rate of tax specified in section 11(b). Some commentators were concerned that this presumed rate of taxation was too high because it does not take into consideration taxpayers subject to the alternative minimum tax rate. In light of
the comments received, this provision has been amended in the final regulations to allow certain transferees that compute their taxable income using the alternative minimum tax rate to use the alternative minimum tax rate applicable to corporations.


Additionally, Sec. 1.860E-1(c)(8)(iii) provides that the present values in the formula test are to be computed using a discount rate equal to the applicable Federal short-term rate prescribed by section
1274(d). This is a change from the proposed regulation and Rev. Proc. 2001-12. In those publications the provision stated that “present values are computed using a discount rate equal to the applicable Federal rate prescribed in section 1274(d) compounded
semiannually” and that “[a] lower discount rate may be used if the transferee can demonstrate that it regularly borrows, in the course of its trade or business, substantial funds at such lower rate from an unrelated third party.”  The IRS and
the Treasury Department have learned that, based on this provision, certain taxpayers have been attempting to use unrealistically low or zero interest rates to satisfy the formula test, frustrating the intent of the test. Furthermore, the Treasury Department and the
IRS believe that a rule allowing for a rate other than a rate based on an objective index would add unnecessary complexity to the safe harbor. As a result, the rule in the proposed regulations that permits a transferee to use a lower discount rate, if the transferee
can demonstrate that it regularly borrows substantial funds at such lower rate, is not included in the final regulations; and the Federal short-term rate has been substituted for the applicable Federal rate. To simplify taxpayers' computations, the final regulations
allow use of any of the published short-term rates, provided that the present values are computed with a corresponding period of compounding. With the exception of the provisions relating to transfers to foreign branches, these changes generally have the proposed
applicability date of February 4, 2000, but taxpayers may choose to apply the interest rate formula set forth in the proposed regulation and Rev. Proc. 2001-12 for transfers occurring before August 19, 2002.


It is anticipated that when final regulations are adopted with respect to FASITs, Sec. 1.860H-6(g) of the proposed regulations will be adopted in substantially its present form, with the result that the
final regulations contained in this document will also govern transfers of FASIT ownership interests with substantially the same applicability date as is contained in this document.


Effect on Other Documents


Rev. Proc. 2001-12 (2001-3 I.R.B. 335) is obsolete for transfers of noneconomic residual interests in REMICs occurring on or after August 19, 2002.


Special Analyses


It is hereby certified that these regulations will not have a significant economic impact on a substantial number of small entities. This certification is based on the fact that it is unlikely that a
substantial number of small entities will hold REMIC residual interests. Therefore, a Regulatory Flexibility Analysis under the Regulatory Flexibility Act (5 U.S.C. chapter 6) is not required. It has been determined that this Treasury decision is not a significant
regulatory action as defined in Executive Order 12866. Therefore, a regulatory assessment is not required. It also has been determined that sections 553(b) and 553(d) of the Administrative Procedure Act (5 U.S.C. chapter 5) do not apply to these
regulations.


Drafting Information


The principal author of these regulations is Courtney Shepardson. However, other personnel from the IRS and Treasury Department participated in their development.


List of Subjects


26 CFR Part 1


Income taxes, Reporting and record keeping requirements.


26 CFR Part 602


Reporting and record keeping requirements.


Adoption of Amendments to the Regulations


Accordingly, 26 CFR parts 1 and 602 are amended as follows:


PART 1--INCOME TAXES


Paragraph 1. The authority citation for part 1 continues to read in part as follows:


    Authority: 26 U.S.C. 7805 * * *


 










	
Exhibit K







 


 


[Reserved]


 


 


 



 


 










	
Exhibit L







 


 


[FORM OF RULE 144A INVESTMENT REPRESENTATION]

Description of Rule 144A Securities, including numbers:


 


___________________________________

___________________________________

___________________________________

___________________________________


 


 


The undersigned  seller, as registered holder (the “Seller”), intends to transfer the Rule 144A Securities described above to the undersigned buyer (the “Buyer”).


1.         In connection with such transfer and in accordance with the agreements pursuant to which the Rule 144A Securities were issued, the Seller hereby certifies
the following facts: Neither the Seller nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security to, or solicited any offer to buy
or accept a transfer, pledge or other disposition of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security from, or otherwise approached or negotiated with respect to the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action, that would constitute a distribution of the Rule 144A Securities under the
Securities Act of 1933, as amended (the “1933 Act”), or that would render the disposition of the Rule 144A Securities a violation of Section 5 of the 1933 Act or require registration pursuant thereto, and that the Seller has not offered the Rule 144A
Securities to any person other than the Buyer or another “qualified institutional buyer” as defined in Rule 144A under the 1933 Act.



2.         The Buyer warrants and represents to, and covenants with, the Seller, the Trustee, the Trust and the Servicer (as
defined in Section 1.01 of the Pooling and Servicing Agreement (the “Agreement”) dated as of March 1, 2007 among WaMu Asset Acceptance Corp., as Depositor, Washington Mutual Bank, as Servicer, LaSalle Bank National Association, as Trustee, and Christiana
Bank & Trust Company, as Delaware Trustee) pursuant to Section 5.01(f) of the Agreement, as follows:


a.         The Buyer understands that the Rule 144A Securities have not been registered under the 1933 Act or the securities laws of any state.


b.         The Buyer considers itself a substantial, sophisticated institutional investor having such knowledge and experience in financial and business
matters that it is capable of evaluating the merits and risks of investment in the Rule 144A Securities.


c.         The Buyer has received and reviewed the Private Placement Memorandum dated March 28, 2007 relating to the Rule 144A Securities and has been
furnished with all information regarding the Rule 144A Securities that it has requested from the Seller, the Trustee, the Company or the Servicer.


d.         Neither the Buyer nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Rule 144A Securities, any
interest in the Rule 144A Securities or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security from, or
otherwise approached or negotiated with respect to the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other
manner, or taken any other action, that would constitute a distribution of the Rule 144A Securities under the 1933 Act or that would render the disposition of the Rule 144A Securities a violation of Section 5 of the 1933 Act or require registration pursuant thereto,
nor will it act, nor has it authorized or will it authorize any person to act, in such manner with respect to the Rule 144A Securities.


e.         The Buyer is a “qualified institutional buyer” as that term is defined in Rule 144A under the 1933 Act and has (1) completed either of
the forms of certification to that effect attached hereto as Annex 1 or Annex 2, or (2) obtained the waiver of the Company with respect to Annex 1 and Annex 2 pursuant to Section 5.01(f) of the Agreement. The Buyer is aware that the sale to it is being made
in reliance on Rule 144A. The Buyer is acquiring the Rule 144A Securities for its own account or the accounts of other qualified institutional buyers, understands that such Rule 144A Securities may be resold, pledged or transferred only (i) to a person reasonably
believed to be a qualified institutional buyer that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (ii) pursuant to another
exemption from registration under the 1933 Act.


f.          The Buyer is not affiliated with (i) the Trustee or (ii) any Rating Agency that rated the Rule 144A Securities.


g.         If applicable, the Buyer has complied, and will continue to comply, with the guidelines established by Thrift Bulletin 13a issued April 23, 1998, by
the Office of Regulatory Activities of the Federal Home Loan Bank System.


3.         This document may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed,
shall be deemed to be an original; such counterparts, together, shall constitute one and the same document.


IN WITNESS WHEREOF, each of the parties has executed this document as of the date set forth below.


 


	
___________________________________

	
 

	
___________________________________


	
Print Name of Seller

	
 

	
Print Name of Buyer


	
 

	
 

	
 


	
By:

	
______________________________

	
 

	
By:

	
______________________________


	
 

	
Name:

	
 

	
 

	
Name:


	
 

	
Title:

	
 

	
 

	
Title:


	
 

	
 

	
 


	
Taxpayer Identification Number:

	
 

	
Taxpayer Identification Number:


	
___________________________________

	
 

	
___________________________________


	
Date:

	
___________________________

	
 

	
Date:

	
___________________________


							



 










	
Annex 1 to Exhibit L







 


 


QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

[For Buyers Other Than Registered Investment Companies]


 


 


The undersigned hereby certifies as follows in connection with the Rule 144A Investment Representation to which this Certification is attached:


1.         As indicated below, the undersigned is the President, Chief Financial Officer, Senior Vice President or other executive officer of the Buyer.


2.         In connection with purchases by the Buyer, the Buyer is a “qualified institutional buyer” as that term is defined in Rule 144A under the
Securities Act of 1933 (“Rule 144A”) because (i) the Buyer owned and/or invested on a discretionary basis $______________________ (the Buyer must own and/or invest on a discretionary basis at least $100,000,000 in securities unless the Buyer is a
dealer, and, in that case, the Buyer must own and/or invest on a discretionary basis at least $10,000,000 in securities) in securities (except for the excluded securities referred to below) as of the end of the Buyer's most recent fiscal year (such amount being
calculated in accordance with Rule 144A) and (ii) the Buyer satisfies the criteria in the category marked below.


	

___

	

Corporation, etc. The Buyer is a corporation (other than a bank, savings and loan association or similar institution), Massachusetts or similar
business trust, partnership, or charitable organization described in Section 501(c)(3) of the Internal Revenue Code.


	

___

	

Bank. The Buyer (a) is a national bank or banking institution organized under the laws of any State, territory or the District of Columbia, the
business of which is substantially confined to banking and is supervised by the State or territorial banking commission or similar official or is a foreign bank or equivalent institution, and (b) has an audited net worth of at least $25,000,000 as demonstrated in its
latest annual financial statements, a copy of which is attached hereto.


	

___

	

Savings and Loan. The Buyer (a) is a savings and loan association, building and loan association, cooperative bank, homestead association or similar
institution, which is supervised and examined by a State or Federal authority having supervision over any such institutions or is a foreign savings and loan association or equivalent institution and (b) has an audited net worth of at least $25,000,000 as demonstrated
in its latest annual financial statements.


	

___

	

Broker-Dealer. The Buyer is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934.


	

___

	

Insurance Company. The Buyer is an insurance company whose primary and predominant business activity is the writing of insurance or the reinsuring of
risks underwritten by insurance companies and which is subject to supervision by the insurance commissioner or a similar official or agency of a State or territory or the District of Columbia.


	

___

	

State or Local Plan. The Buyer is a plan established and maintained by a State, its political subdivisions, or any agency or instrumentality of the
State or its political subdivisions, for the benefit of its employees.


	

___

	

ERISA Plan. The Buyer is an employee benefit plan within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as
amended (“ERISA”) and is subject to the fiduciary responsibility provisions of ERISA.


	

___

	

Investment Adviser. The Buyer is an investment adviser registered under the Investment Advisers Act of 1940.


	

___

	

SBIC. The Buyer is a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small
Business Investment Act of 1958.


	

___

	

Business Development Company. The Buyer is a business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.


	

___

	

Trust Fund. The Buyer is a trust fund whose trustee is a bank or trust company and whose participants are exclusively (a) plans established and
maintained by a State, its political subdivisions, or any agency or instrumentality of the State or its political subdivisions, for the benefit of its employees, or (b) employee benefit plans within the meaning of Title I of the Employee Retirement Income Security
Act of 1974, but is not a trust fund that includes as participants individual retirement accounts or H.R. 10 plans.





3.         The term “securities” as used herein does not include (i) securities of issuers that are affiliated with the Buyer,
(ii) securities that are part of an unsold allotment to or subscription by the Buyer, if the Buyer is a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned
but subject to a repurchase agreement and (vii) currency, interest rate and commodity swaps.


4.         For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Buyer, the Buyer used the cost of such
securities to the Buyer and did not include any of the securities referred to in the preceding paragraph. Further, in determining such aggregate amount, the Buyer may have included securities owned by subsidiaries of the  Buyer,  but only if such
subsidiaries are consolidated with the Buyer in its financial statements prepared in accordance with generally accepted accounting principles and if the investments of such subsidiaries are managed under the Buyer's direction. However, such securities were not
included if the Buyer is a majority-owned, consolidated subsidiary of another enterprise and the Buyer is not itself a reporting company under the Securities Exchange Act of 1934.


5.         The Buyer acknowledges that it is familiar with Rule 144A and understands that the seller to it and other parties related to the Certificates are relying
and will continue to rely on the statements made herein because one or more sales to the Buyer may be in reliance on Rule 144A.



	

_____

	

 

	

_____

	
 

	
Will the Buyer be purchasing the Rule 144A Securities for the Buyer’s own account?


	

Yes

	

No







 


6.         If the answer to the foregoing question is “no”, the Buyer agrees that, in connection with any purchase of securities sold to the Buyer for the
account of a third party (including any separate account) in reliance on Rule 144A, the Buyer will only purchase for the account of a third party that at the time is a “qualified institutional buyer” within the meaning of Rule 144A. In addition,
the Buyer agrees that the Buyer will not purchase securities for a third party unless the Buyer has obtained a current representation letter from such third party or taken other appropriate steps contemplated by Rule 144A to conclude that such third party
independently meets the definition of “qualified institutional buyer” set forth in Rule 144A.


7.         The Buyer will notify each of the parties to which this certification is made of any changes in the information and conclusions herein. Until such notice is
given, the Buyer's purchase of Rule 144A Securities will constitute a reaffirmation of this certification as of the date of such purchase.


 


 


	

 

	
 

	

___________________________________


	

 

	
 

	

Print Name of Buyer


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 

	
By:

	
______________________________


	
 

	
 

	
 

	
 

	
Name:


	
 

	
 

	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
 

	
 

	
Date:

	
____________________________


	
 

	
 

	
 

	
 

	
 


							



 









	
Annex 2 to Exhibit L





 


 


QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

[For Buyers That Are Registered Investment Companies]


 


 


 


The undersigned hereby certifies as follows in connection with the Rule 144A Investment Representation to which this Certification is attached:


1.         As indicated below, the undersigned is the President, Chief Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a “qualified
institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933 (“Rule 144A”) because Buyer is part of a Family of Investment Companies (as defined below), is such an officer of the Adviser.


2.         In connection with purchases by Buyer, the Buyer is a “qualified institutional buyer” as defined in SEC Rule 144A because (i) the Buyer is an
investment company registered under the Investment Company Act of 1940, and (ii) as marked below, the Buyer alone, or the Buyer's Family of Investment Companies, owned at least $100,000,000 in securities (other than the excluded securities referred to below) as of
the end of the Buyer's most recent fiscal year. For purposes of determining the amount of securities owned by the Buyer or the Buyer's Family of Investment Companies, the cost of such securities was used.


	

____

	

The Buyer owned $___________________ in securities (other than the excluded securities referred to below) as of the end of the Buyer's most recent fiscal year (such
amount being calculated in accordance with Rule 144A).


	

____

	

The Buyer is part of a Family of Investment Companies which owned in the aggregate $______________ in securities (other than the excluded securities referred to
below) as of the end of the Buyer's most recent fiscal year (such amount being calculated in accordance with Rule 144A).





3.         The term “Family of Investment Companies” as used herein means two or more registered investment companies (or series thereof) that have
the same investment adviser or investment advisers that are affiliated (by virtue of being majority owned subsidiaries of the same parent or because one investment adviser is a majority owned subsidiary of the other).


4.         The term “securities” as used herein does not include (i) securities of issuers that are affiliated with the Buyer or are part of the
Buyer's Family of Investment Companies, (ii) bank deposit notes and certificates of deposit, (iii) loan participations, (iv) repurchase agreements, (v) securities owned but subject to a repurchase agreement and (vi) currency, interest rate and commodity
swaps.


5.         The Buyer is familiar with Rule 144A and understands that each of the parties to which this certification is made are relying and will continue to rely on
the statements made herein because one or more sales to the Buyer will be in reliance on Rule 144A. In addition, the Buyer will only purchase for the Buyer's own account.


6.         The undersigned will notify each of the parties to which this certification is made of any changes in the information and conclusions herein. Until such
notice, the Buyer's purchase of Rule 144A Securities will constitute a reaffirmation of this certification by the undersigned as of the date of such purchase.


 


 


	

 

	
 

	

___________________________________


	

 

	
 

	

Print Name of Buyer


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 

	
By:

	
______________________________


	
 

	
 

	
 

	
 

	
Name:


	
 

	
 

	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
 

	
 

	
Date:

	
____________________________


	
 

	
 

	
 

	
 

	
 


							



 


 


	
IF AN ADVISER:

	
 

	

___________________________________


	

 

	
 

	

Print Name of Buyer


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 

	
By:

	
______________________________


	
 

	
 

	
 

	
 

	
Name:


	
 

	
 

	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
 

	
 

	
Date:

	
____________________________


	
 

	
 

	
 

	
 

	
 


							



 


 


 


 


(SEAL)


 










	
Exhibit M







 


 


[Date]


 


 


[Company]


Re:       Pooling and Servicing Agreement dated as of March 1, 2007 by and among WaMu Asset Acceptance Corp., as Depositor, Washington Mutual Bank, as Servicer, LaSalle Bank
National Association, as Trustee, and Christiana Bank & Trust Company, as Delaware Trustee, relating to WaMu Asset Acceptance Corp. Washington Mutual Mortgage Pass-Through Certificates, WMALT Series 2007-OA3


Ladies and Gentlemen:


In accordance with Section 2.07 of the above-captioned Pooling and Servicing Agreement, the undersigned, as [Trustee] [Initial Custodian], hereby certifies that, except as noted on the attachment hereto, as
to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on the attachment hereto) it has reviewed the documents delivered to it pursuant to Section 2.05 of the Pooling and Servicing Agreement and has determined
that (i) all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by it to be required) pursuant to the definition of “Mortgage File” and Section 2.05 of
the Pooling and Servicing Agreement to have been executed and received as of the date hereof are in its possession and (ii) all such documents have been executed and relate to the Mortgage Loans identified in the Mortgage Loan Schedule. The [Trustee] [Initial
Custodian] has made no independent examination of such documents beyond the review specifically required in the above referenced Pooling and Servicing Agreement and has relied upon the purported genuineness and due execution of any such documents and upon the
purported genuineness of any signature thereon. The [Trustee] [Initial Custodian] makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the documents contained in each Mortgage File or any of the Mortgage Loans identified
on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any such Mortgage Loan.


Capitalized words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing Agreement.


 


 


	
 

	
 

	
___________________________________


	

 

	
 

	

as [Trustee] [Initial Custodian]


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 

	
By:

	
______________________________


	
 

	
 

	
 

	
 

	
Name:


	
 

	
 

	
 

	
 

	
Title:





 










	
Exhibit N







 


 


BENEFIT PLAN AFFIDAVIT


 


 


 


LaSalle Bank National Association, as Trustee (the “Trustee”)


135 South LaSalle Street, Suite 1511


Chicago, Illinois, 60603


Attention: Global Securities and Trust Services, WMALT 2007-OA3


 


WaMu Asset Acceptance Corp. (“Washington Mutual”)


1301 Second Avenue, WMC 3501A


Seattle, WA 98101


 



RE:       CLASS [L-B-12][L-B-13][L-B-14] [M-B-8][M-B-9][M-B-10] CERTIFICATES (THE “PURCHASED CERTIFICATES”) ISSUED BY
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATES WMALT SERIES 2007-OA3 TRUST (THE “TRUST”)


Under penalties of perjury, I, _____________________, declare that, to the best of my knowledge and belief, the following representations are true, correct and complete; and


1.         That I am the _______________ of __________________ (the “Purchaser”), whose taxpayer identification number is  ___________, and on behalf
of which I have the authority to make this affidavit.


2.         That the Purchaser is acquiring a Purchased Certificate representing an interest in the assets of the Trust.


3.         That the Purchaser satisfies the condition in the paragraph marked below [mark one paragraph only]:


	

___

	

The Purchaser is not an employee benefit plan or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974,
as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended (a “Plan”), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of, or purchasing any of
the Purchased Certificates with “plan assets” of, any Plan within the meaning of the Department of Labor (“DOL”) regulation at 29 C.F.R. Section 2510.3-101.


	

___

	

The Purchaser is an insurance company, the source of funds to be used by it to acquire or hold the Purchased Certificate is an “insurance company general
account” (within the meaning of DOL Prohibited Transaction Class Exemption (“PTCE”) 95-60), and the conditions in Sections I and III of PTCE 95-60 have been satisfied.


	

___

	

The Purchaser has delivered to Washington Mutual and the Trustee a Benefit Plan Opinion (as defined in Section 1.01 of the Pooling and Servicing Agreement, dated as
of March 1, 2007, by and among Washington Mutual, the Servicer, the Trustee and the Delaware Trustee thereunder, and relating to the Trust).





 


IN WITNESS WHEREOF, the Purchaser has caused this instrument to be duly executed on its behalf, by its duly authorized officer this _____ day of __________________, 20__.


 


	
 

	
 

	
[Purchaser]


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 

	
By:

	
_________________________________


	
 

	
 

	
 

	
 

	
Its:





 


 






Personally appeared before me ______________________, known or proved to me to be the same person who executed the foregoing instrument and to be a ________________ of the Purchaser, and acknowledged to me
that (s)he executed the same as his/her free act and deed and as the free act and deed of the Purchaser.


SUBSCRIBED and SWORN to before me this day of ____________, 20__.


 


 


 


	

 

	
 

	
____________________________________


	
 

	
 

	

Notary Public





 


 










	
Exhibit O







 


 


BENEFIT PLAN AFFIDAVIT


 


 


 


LaSalle Bank National Association, as Trustee (the “Trustee”)


135 South LaSalle Street, Suite 1511


Chicago, Illinois, 60603


Attention: Global Securities and Trust Services, WMALT 2007-OA3


 


WaMu Asset Acceptance Corp. (“Washington Mutual”)


1301 Second Avenue, WMC 3501A


Seattle, WA 98101


 



RE:       CLASS [L-B-1][L-B-2][L-B-3][L-B-4][L-B-5][L-B-6][L-B-7][L-B-8][L-B-9] [L-B-10][L-B-11]
[M-B-1][B2][M-B-3][M-B-4][M-B-5][M-B-6][M-B-7]CERTIFICATES (THE “PURCHASED CERTIFICATES”) ISSUED BY WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATES WMALT SERIES 2007-OA3 TRUST (THE “TRUST”)


 


Under penalties of perjury, I, _____________________, declare that, to the best of my knowledge and belief, the following representations are true, correct and complete; and


1.         That I am the _______________ of __________________ (the “Purchaser”), whose taxpayer identification number is  ___________, and on behalf
of which I have the authority to make this affidavit.


2.         That the Purchaser is acquiring a Purchased Certificate representing an interest in the assets of the Trust.


3.         That the Purchaser satisfies the condition in the paragraph marked below [mark one paragraph only]:


	

___

	

The Purchaser is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as
amended (“ERISA”), or Section 4975 of the Internal Revenue Code of 1986, as amended (a “Plan”), or any other person (including an investment manager, a named fiduciary or a trustee of any such Plan) acting, directly or indirectly, on behalf of
or purchasing the Purchased Certificate with “plan assets” of, any Plan within the meaning of the Department of Labor (“DOL”) regulation at 29 C.F.R. Section 2510.3-101.


	

___

	

The Purchaser is an insurance company, the source of funds to be used by it to acquire or hold the Purchased Certificate is an “insurance company general
account” (within the meaning of DOL Prohibited Transaction Class Exemption (“PTCE”) 95-60), and the conditions in Sections I and III of PTCE 95-60 have been satisfied.


	

___

	

The Purchased Certificate was rated “BBB-” or better (or its equivalent) by at least one of the Rating Agencies (as defined in Section 1.01 of the
Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of March 1, 2007, by and among Washington Mutual, the Servicer, the Trustee and the Delaware Trustee thereunder, and relating to the Trust) at the time of Purchaser’s
acquisition of the Purchased Certificate (or interest therein).


	

___

	

The Purchaser has delivered to Washington Mutual and the Trustee a Benefit Plan Opinion (as defined in Section 1.01 of the Pooling and Servicing
Agreement).





 


 


IN WITNESS WHEREOF, the Purchaser has caused this instrument to be duly executed on its behalf, by its duly authorized officer this _____ day of __________________, 20__.


 


	
 

	
 

	
[Purchaser]


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 

	
By:

	
_________________________________


	
 

	
 

	
 

	
 

	
Its:





 


 






Personally appeared before me ______________________, known or proved to me to be the same person who executed the foregoing instrument and to be a ________________ of the Purchaser, and acknowledged to me
that (s)he executed the same as his/her free act and deed and as the free act and deed of the Purchaser.


SUBSCRIBED and SWORN to before me this day of ____________, 20__.


 


 


 


 


	
 

	
 

	
___________________________________


	

 

	
 

	
Notary Public





 










	
Exhibit P







 


 


BENEFIT PLAN AFFIDAVIT


 


 


 


LaSalle Bank National Association, as Trustee (the “Trustee”)


135 South LaSalle Street, Suite 1511


Chicago, Illinois, 60603


Attention: Global Securities and Trust Services, WMALT 2007-OA3


 


WaMu Asset Acceptance Corp. (“Washington Mutual”)


1301 Second Avenue, WMC 3501A


Seattle, WA 98101


 


RE:       CLASS [CX-2-PPP] [EX-PPP] [5X-PPP] CERTIFICATES (THE “PURCHASED CERTIFICATES”) ISSUED BY WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATES WMALT
SERIES 2007-OA3 TRUST (THE “TRUST”)


 


Under penalties of perjury, I, _____________________, declare that, to the best of my knowledge and belief, the following representations are true, correct and complete; and


1.         That I am the _______________ of __________________ (the “Purchaser”), whose taxpayer identification number is  ___________, and on behalf
of which I have the authority to make this affidavit.


2.         That the Purchaser is acquiring a Purchased Certificate representing an interest in the assets of the Trust.


3.         That the Purchaser satisfies the condition in the paragraph marked below [mark one paragraph only]:


	

___

	

The Owner is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as
amended, or Section 4975 of the Internal Revenue Code of 1986, as amended (a “Plan”), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of, or purchasing the
Purchased Certificates with “plan assets” of, any Plan within the meaning of the Department of Labor (“DOL”) regulation at 29 C.F.R. Section 2510.3-101.


	

___

	

The Owner has delivered a Benefit Plan Opinion (as defined in Section 1.01 of the Pooling Agreement under which the Purchased Certificates were
issued).





 






 


 


IN WITNESS WHEREOF, the Purchaser has caused this instrument to be duly executed on its behalf, by its duly authorized officer this _____ day of __________________, 20__.


 


	
 

	
 

	
[Purchaser]


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 

	
By:

	
_________________________________


	
 

	
 

	
 

	
 

	
Its:





 


 






Personally appeared before me ______________________, known or proved to me to be the same person who executed the foregoing instrument and to be a ________________ of the Purchaser, and acknowledged to me
that (s)he executed the same as his/her free act and deed and as the free act and deed of the Purchaser.


SUBSCRIBED and SWORN to before me this day of ____________, 20__.


 


 


 


 


	
 

	
 

	
___________________________________


	
 

	
 

	
Notary Public