POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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WaMu ASSET ACCEPTANCE CORP | WASHINGTON MUTUAL BANK | LASALLE BANK NATIONAL ASSOCIATION | CHRISTIANA BANK & TRUST COMPANY

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: Delaware Date: 1/5/2007

POOLING AND SERVICING AGREEMENT, Parties: wamu asset acceptance corp , washington mutual bank , lasalle bank national association , christiana bank & trust company

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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

$1,200,240,356.04

WaMu Mortgage Pass-Through Certificates Series 2006-AR19 Trust

WaMu Asset Acceptance Corp.

WaMu Mortgage Pass-Through Certificates

Series 2006-AR19

Cut-Off Date: December 1, 2006

TABLE OF CONTENTS

	Page
ARTICLE I	11
Section 1.01.Definitions	11
Adjusted Cap Rate	11
Adjusted Loan Group 1 Net Weighted Average Pass-Through Rate	12
Adjusted Loan Group 2 Weighted Average Pass-Through Rate	12
Aggregate Certificate Principal Balance	12
Aggregate Loan Groups 1-2 Balance	12
Aggregate Weighted Average Certificate Interest Rate	12
Aggregate Weighted Average Pass-Through Rate	12
Agreement	12
Appraised Value	12
Assigned Prepayment Premiums	13
Assignment of Proprietary Lease	13
Authenticating Agent	13
Authorized Denomination	13
Balloon Loan	13
Bankruptcy Loss	13
Beneficial Holder	13
Benefit Plan Opinion	13
Book-Entry Certificates	14
Business Day	14
Buydown Agreement	14
Buydown Fund	14
Buydown Fund Account	14
Buydown Loan	14
Carry-Forward Subsequent Recoveries Amount	14
Carryover Shortfall Amount	15
Carryover Shortfall Payment	16
Certificate	19
Certificate Account	19
Certificateholder or Holder	19
Certificate Interest Rate	19
Certificate of Trust	20
Certificate Principal Balance	20
Certificate Register and Certificate Registrar	20
Class	20
Class A Certificates	21
Class A-L Regular Interests	21
Class B Certificates	21
Class B Percentage	21
Class B Subordinate Liquidation Amount	21
Class B Subordinate Principal Distribution Amount	21
Class B Subordinate Principal Prepayments Distribution Amount	22
Class B Weighted Average Pass-Through Rate	22
Class B-L Regular Interests	22
Class B-1 Certificates	22
Class B-1-L Regular Interest	22
Class B-2 Certificates	22
Class B-2-L Regular Interest	22
Class B-3 Certificates	23
Class B-3-L Regular Interest	23
Class B-4 Certificates	23
Class B-4-L Regular Interest	23
Class B-5 Certificates	23
Class B-5-L Regular Interest	23
Class B-6 Certificates	23
Class B-6-L Regular Interest	23
Class B-7 Certificates	23
Class B-7-L Regular Interest	23
Class B-8 Certificates	23
Class B-8-L Regular Interest	23
Class B-9 Certificates	23
Class B-9-L Regular Interest	23
Class B-10 Certificates	24
Class B-10-L Regular Interest	24
Class B-11 Certificates	24
Class B-11-L Regular Interest	24
Class B-12 Certificates	24
Class B-12-L Regular Interest	24
Class B-13 Certificates	24
Class B-13-L Regular Interest	24
Class B-14 Certificates	24
Class B-14-L Regular Interest	24
Class CA Group 1 Component	24
Class CA Group 2 Component	24
Class CA-1C Certificates	24
Class CA-1C Component	24
Class CA-1C Group 1 Component	24
Class CA-1C Group 2 Component	25
Class CA-1C-L Regular Interest	25
Class 1A Certificates	25
Class 1A-L Regular Interest	25
Class 1A-1A Certificates	25
Class 1A-1A-L Regular Interest	25
Class 1A-1B Certificates	25
Class 1A-1B-L Regular Interest	25
Class 1X-PPP Accrued Interest	25
Class 1X-PPP Certificates	26
Class 1X-PPP Notional Amount	26
Class 1X-PPP-L Regular Interest	26
Class 1X-2 Certificates	26
Class 1X-2 Notional Amount	26
Class 1X-2-M Regular Interest	26
Class 2A Certificates	26
Class 2A-L Regular Interest	26
Class 2A-1B Certificates	26
Class 2A-1B-L Regular Interest	26
Class 2X-PPP Accrued Interest	26
Class 2X-PPP Certificates	27
Class 2X-PPP Notional Amount	27
Class 2X-PPP-L Regular Interest	27
Class II-LT Principal Reduction Amounts	27
Class II-LT Regular Interests	27
Class II-LT1 Regular Interest	27
Class II-LT2 Principal Distribution Amount	27
Class II-LT2 Regular Interest	28
Class II-LT3 Principal Distribution Amount	28
Class II-LT3 Regular Interest	28
Class II-LT4 Principal Distribution Amount	28
Class II-LT4 Regular Interest	28
Class II-LT6 Principal Distribution Amount	28
Class II-LT6 Regular Interest	28
Class II-LT7 Principal Distribution Amount	28
Class II-LT7 Regular Interest	28
Class II-LT8 Principal Distribution Amount	28
Class II-LT8 Regular Interest	28
Class II-LTY1 Principal Distribution Amount	29
Class II-LTY1 Regular Interest	29
Class II-LTY2 Principal Distribution Amount	29
Class II-LTY2 Regular Interest	29
Class II-1X-2 Regular Interest	29
Class Notional Amount	29
Class Principal Balance	29
Class R Certificates	30
Class R Residual Interests	30
Class R-1 Residual Interest	30
Class R-2 Residual Interest	30
Class R-3 Residual Interest	31
Class X Certificates	31
Class X-L Regular Interests	31
Class Y Regular Interests	31
Class Y-1 Regular Interest	31
Class Y-1 Principal Distribution Amount	31
Class Y-2 Regular Interest	31
Class Y-2 Principal Distribution Amount	31
Class Y Principal Reduction Amounts	31
Class Z Regular Interests	31
Class Z Principal Reduction Amounts	31
Class Z-1 Regular Interest	32
Class Z-1 Principal Distribution Amount	32
Class Z-2 Regular Interest	32
Class Z-2 Principal Distribution Amount	32
Clean-Up Call Option Date	32
Clean-Up Call Percentage	32
Clearing Agency	32
Closing Date	32
Code	32
COFI	32
Commission	32
Company	32
Compensating Interest	32
Complying Insurance Company	33
Component	33
Component Principal Balance	33
Cooperative	33
Cooperative Apartment	33
Cooperative Lease	33
Cooperative Loans	34
Cooperative Stock	34
Cooperative Stock Certificate	34
Corporate Trust Office	34
Corporation	34
Corresponding Class	34
Credit Support Depletion Date	35
Cumulative Carry-Forward Subsequent Recoveries Amount	35
Current Loan-to-Value Ratio	35
Curtailment	35
Curtailment Shortfall	35
Custodial Account for P&I	35
Custodial Agreement	36
Custodian	36
Cut-Off Date	36
Definitive Certificates	36
Delaware Trustee	36
Depositary Agreement	36
Destroyed Mortgage Note	36
Determination Date	36
Disqualified Organization	36
Distribution Date	36
DTC	36
DTC Participant	37
Due Date	37
Eligible Institution	37
Eligible Investments	37
ERISA	38
ERISA Restricted Certificate	38
ERISA Super Restricted Certificate	38
Event of Default	38
Excess Liquidation Proceeds	39
Excess Subsequent Recoveries	39
Fannie Mae	39
FDIC	39
FHA	39
Final Maturity Date	39
Fitch	39
Freddie Mac	39
Group 1 Loans	39
Group 1 Senior Liquidation Amount	39
Group 1 Senior Percentage	39
Group 1 Senior Prepayment Percentage or Group 2 Senior Prepayment Percentage	39
Group 1 Senior Principal Distribution Amount	42
Group 1 Subordinate Balance	42
Group 1 Subordinate Percentage	42
Group 1 Subordinate Prepayment Percentage	42
Group 1 Weighted Average Certificate Interest Rate	43
Group 2 Loans	43
Group 2 Senior Liquidation Amount	43
Group 2 Senior Percentage	43
Group 2 Senior Prepayment Percentage	43
Group 2 Senior Principal Distribution Amount	43
Group 2 Subordinate Balance	43
Group 2 Subordinate Percentage	44
Group 2 Subordinate Prepayment Percentage	44
Group 2 Weighted Average Certificate Interest Rate	44
Index	44
Indirect DTC Participants	45
Initial Custodial Agreement	45
Initial Custodian	45
Initial Group 1 Servicing Fee Shortfall Deposit	45
Initial Group 2 Servicing Fee Shortfall Deposit	45
Initial Interest Shortfall Deposit	45
Insurance Proceeds	45
Interest Distribution Amount	45
Interest Rate Adjustment Date	46
Interest Transfer Amount	46
Investment Account	46
Investment Depository	46
Junior Subordinate Certificates	46
Last Scheduled Distribution Date	46
Lender PMI Loan	46
LIBOR	46
LIBOR Determination Date	46
Liquidated Mortgage Loan	46
Liquidation Principal	47
Liquidation Proceeds	47
Loan Group	47
Loan Group 1	47
Loan Group 1 Balance	47
Loan Group 1 Net Weighted Average Pass-Through Rate	47
Loan Group 2	47
Loan Group 2 Balance	47
Loan Group 2 Weighted Average Pass-Through Rate	47
Lowest Class B Owner	47
Marker Rate	47
Maximum Class B Rate	48
Maximum Class X Interest Amount	48
Maximum Loan Group 1 Rate	48
Maximum Loan Group 2 Rate	48
MERS	48
MERS Loan	49
MERS® System	49
MIN	49
Minimum Monthly Payment	49
MOM Loan	49
Monthly P&I Advance	49
Monthly Payment Adjustment Terms	49
Moody’s	49
Mortgage	49
Mortgage File	49
Mortgage Interest Rate	52
Mortgage Loan Margin	52
Mortgage Loan Purchase Agreement	52
Mortgage Loan Schedule	52
Mortgage Loans	53
Mortgage Note	53
Mortgage Pool	53
Mortgage Pool Assets	53
Mortgaged Property	53
Mortgagor	54
Negative Amortization Amount	54
Net Negative Amortization Amount	54
No-Delay Accrual Period	55
Nonrecoverable Advance	56
Non-U.S. Person	56
Notice Addresses	56
OTS	56
Officer’s Certificate	56
One-Year MTA	56
Opinion of Counsel	56
Original Trust Agreement	56
Overcollateralization Amount	56
Overcollateralized Group	57
Ownership Interest	57
Pass-Through Entity	57
Pass-Through Rate	57
Paying Agent	57
Payoff	57
Payoff Earnings	57
Payoff Interest	58
Payoff Period	58
Percentage Interest	58
Permitted Transferee	58
Person	59
Plan Investor	59
Prepaid Monthly Payment	59
Prepayment Premium	59
Primary Insurance Policy	59
Principal Balance	59
Principal Payment	60
Principal Payment Amount	60
Principal Prepayment	60
Principal Prepayment Amount	60
Principal Transfer Amount	60
Prior Period	60
Prospectus	61
Rate Ceiling	61
Rate Floor	61
Rating Agency	61
Ratings	61
Reacquired Mortgage Loan	61
Realized Loss	61
Recognition Agreement	65
Record Date	65
Recording Documents	65
Reference Banks	65
Regular Interests	65
Regulation AB	65
Relief Act Shortfall	65
REMIC	66
REMIC Provisions	66
REMIC I	66
REMIC I Assets	66
REMIC I Available Distribution Amount	66
REMIC I Distribution Amount	67
REMIC I Regular Interests	68
REMIC II	68
REMIC II Assets	68
REMIC II Available Distribution Amount	68
REMIC II Distribution Amount	68
REMIC II Principal Distribution Amount	69
REMIC II Regular Interests	70
REMIC III	70
REMIC III Assets	70
REMIC III Available Distribution Amount	70
REMIC III Distribution Amount	70
REMIC III Regular Interests	79
Repurchase Price	79
Repurchase Proceeds	79
Residual Certificates	79
Residual Distribution Amount	79
Responsible Officer	80
ROV Mortgage Loan	80
S&P	80
Secretary of State	80
Securities Act	80
Security Agreement	80
Seller	80
Senior Certificates	80
Senior Subordinate Certificates	80
Servicer	80
Servicer Business Day	80
Servicing Fee	80
Servicing Fee Rate	80
Servicing Officer	81
Special Primary Insurance Policy	81
Special Primary Insurance Premium	81
Statutory Trust Statute	81
Streamlined Mortgage Loan	81
Subgroup 1A Balance	81
Subgroup 1A Loans	81
Subordinate Certificates	81
Subordinate Component Balance	82
Subordinate Percentage	82
Subordination Level	82
Subsequent Recoveries	82
Substitute Mortgage Loan	82
Substitution Price	82
Tax Matters Person	82
Termination Date	83
Termination Payment	83
Total Transfer Amount	83
Transfer	83
Transfer Rate	83
Transferee	83
Transferee Affidavit and Agreement	83
Trust	83
Trustee	83
UC Rate	83
Uncollected Interest	84
Uncompensated Interest Shortfall	84
Undercollateralized Group	85
Underwriter	85
Uninsured Cause	85
U.S. Person	85
VA	85
Withdrawal Date	85
ARTICLE II Creation of the Trust; Conveyance of the Mortgage Pool Assets, REMIC I Regular Interests, REMIC II Regular Interests and REMIC III Regular Interests; REMIC Election and Designations; Original Issuance of Certificates	85
Section 2.01.Creation of the Trust	85
Section 2.02.Restrictions on Activities of the Trust	86
Section 2.03.Separateness Requirements	87
Section 2.04.Conveyance of Mortgage Pool Assets; Security Interest	89
Section 2.05.Delivery of Mortgage Files	90
Section 2.06.REMIC Election for REMIC I	91
Section 2.07.Acceptance by Trustee	92
Section 2.08.Representation and Warranty of the Company Concerning the Mortgage Loans	94
Section 2.09.Representations and Warranties of Each Seller Concerning the Mortgage Loans	96
Section 2.10.Additional Provisions Relating to Repurchases of and Substitutions for Mortgage Loans by the Company or a Seller	97
Section 2.11.Acknowledgment of Transfer of Mortgage Pool Assets	97
Section 2.12.Conveyance of REMIC II Assets; Security Interest	98
Section 2.13.REMIC Election for REMIC II	99
Section 2.14.Acknowledgement of Transfer of REMIC II Assets	100
Section 2.15.Conveyance of REMIC III Assets; Security Interest	100
Section 2.16.REMIC Election for REMIC III	101
Section 2.17.Acknowledgement of Transfer of REMIC III Assets	102
Section 2.18.Conveyance of REMIC III Regular Interests; Security Interest	102
Section 2.19.Acknowledgement of Transfer of REMIC III Regular Interests	103
Section 2.20.Legal Title	103
Section 2.21.Compliance with ERISA Requirements	103
Section 2.22.Additional Representation Concerning the Mortgage Loans	104
Section 2.23.Distributions to Certificates Outside of REMIC III	104
ARTICLE III Administration and Servicing of Mortgage Loans	104
Section 3.01.The Servicer	104
Section 3.02.The Custodial Accounts for P&I and Buydown Fund Accounts	106
Section 3.03.The Investment Account; Eligible Investments	107
Section 3.04.The Certificate Account	108
Section 3.05.Permitted Withdrawals from the Certificate Account, the Investment Account, the Custodial Accounts for P&I and the Buydown Fund Accounts	109
Section 3.06.Maintenance of Primary Insurance Policies; Collections Thereunder	111
Section 3.07.Maintenance of Hazard Insurance	111
Section 3.08.Enforcement of Due-on-Sale Clauses; Assumption Agreements	112
Section 3.09.Realization Upon Defaulted Mortgage Loans	112
Section 3.10.Trustee to Cooperate; Release of Mortgage Files	114
Section 3.11.Compensation to the Servicer	115
Section 3.12.[Reserved.]	115
Section 3.13.Reports on Assessment of Compliance with Servicing Criteria and Servicing Compliance Statements	115
Section 3.14.Access to Certain Documentation and Information Regarding the Mortgage Loans	117
Section 3.15.[Reserved.]	117
Section 3.16.[Reserved.]	117
Section 3.17.[Reserved.]	117
Section 3.18.[Reserved.]	117
Section 3.19.Determination of LIBOR by Servicer	117
Section 3.20.Assigned Prepayment Premiums	118
ARTICLE IV Payments to Certificateholders; Payment of Expenses	120
Section 4.01.Distributions to Holders of REMIC I Regular Interests and Class R-1 Residual Interest	120
Section 4.02.Monthly P&I Advances; Distribution Reports to the Trustee	121
Section 4.03.Nonrecoverable Advances	123
Section 4.04.Distributions to Holders of REMIC II Regular Interests and Class R-2 Residual Interest	123
Section 4.05.Distributions to Certificateholders; Payment of Special Primary Insurance Premiums	123
Section 4.06.Statements to Certificateholders	125
ARTICLE V The Certificates	126
Section 5.01.The Certificates	126
Section 5.02.Certificates Issuable in Classes; Distributions of Principal and Interest; Authorized Denominations	132
Section 5.03.Registration of Transfer and Exchange of Certificates	132
Section 5.04.Mutilated, Destroyed, Lost or Stolen Certificates	133
Section 5.05.Persons Deemed Owners	133
Section 5.06.[Reserved.]	133
Section 5.07.Book-Entry for Book-Entry Certificates	133
Section 5.08.Notices to Clearing Agency	134
Section 5.09.Definitive Certificates	134
Section 5.10.Office for Transfer of Certificates	135
Section 5.11.Nature of Certificates	135
ARTICLE VI The Company and the Servicer	136
Section 6.01.Liability of the Company and the Servicer	136
Section 6.02.Merger or Consolidation of the Company or the Servicer	136
Section 6.03.Limitation on Liability of the Company, the Servicer and Others	136
Section 6.04.Neither the Company nor the Servicer May Resign	137
Section 6.05.Trustee Access	137
ARTICLE VII Default	137
Section 7.01.Events of Default	137
Section 7.02.Trustee to Act; Appointment of Successor	140
Section 7.03.Notification to Certificateholders	141
ARTICLE VIII Concerning the Trustees	141
Section 8.01.Duties of Trustees	141
Section 8.02.Certain Matters Affecting the Trustees	142
Section 8.03.Trustees Not Liable for Certificates or Mortgage Loans	143
Section 8.04.Trustees May Own Certificates	144
Section 8.05.The Servicer to Pay Trustees’ Fees and Expenses	144
Section 8.06.Eligibility Requirements for Trustees	144
Section 8.07.Resignation and Removal of Trustees	145
Section 8.08.Successor Trustee	145
Section 8.09.Merger or Consolidation of Trustee	146
Section 8.10.Appointment of Co-Trustee or Separate Trustee	146
Section 8.11.Authenticating Agents	147
Section 8.12.Paying Agents	148
Section 8.13.Duties of Delaware Trustee	149
Section 8.14.Amendment to Certificate of Trust	149
Section 8.15.[Reserved.]	149
Section 8.16.Trustees Act on Behalf of Trust	149
Section 8.17.Limitation of Liability	149
Section 8.18.Trustee Report on Assessment of Compliance with Servicing Criteria	149
ARTICLE IX Termination	150
Section 9.01.Termination Upon Purchase by the Servicer or Liquidation of All Mortgage Loans	150
Section 9.02.Additional Termination Requirements	152
Section 9.03.Trust Irrevocable	153
ARTICLE X Miscellaneous Provisions	153
Section 10.01.Amendment	153
Section 10.02.Recordation of Agreement	155
Section 10.03.Limitation on Rights of Certificateholders	155
Section 10.04.Access to List of Certificateholders	156
Section 10.05.Governing Law	156
Section 10.06.Notices	156
Section 10.07.Compliance With Regulation AB	157
Section 10.08.Severability of Provisions	157
Section 10.09.Counterpart Signatures	157
Section 10.10.Benefits of Agreement	157
Section 10.11.Notices and Copies to Rating Agencies	157
Section 10.12.Covenant Not to Place Trust Into Bankruptcy	158
Section 10.13.Covenant Not to Place Company Into Bankruptcy	159

Appendix 1	Definitions of Class Y Principal Reduction Amounts and Class II-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	Form of Transferor Certificate For Junior Subordinate Certificates
Exhibit G	Form of Transferee’s Agreement For Junior Subordinate Certificates
Exhibit H	Form of Additional Matter Incorporated Into the Certificates
Exhibit I	Transferor Certificate
Exhibit J	Transferee Affidavit And Agreement
Exhibit K	[Reserved]
Exhibit L	Form of Investment Letter
Exhibit M	Form of Trustee’s Certification Pursuant to Section 2.07
Exhibit N	Officer’s Certificate With Respect to ERISA Matters Pursuant to Section 5.01(d)
Exhibit O	Officer’s Certificate With Respect to ERISA Matters Pursuant to Section 5.01(g)

This Pooling and Servicing Agreement, dated as of December 1, 2006 (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 at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trust. On the Closing Date, the Company will sell the Mortgage Loans and certain other assets to the Trust in return for the REMIC I Regular Interests and the Class R-1 Residual Interest and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter, on the Closing Date, the Company will acquire the REMIC II Regular Interests and the Class R-2 Residual Interest from the Trust as consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 Residual Interest. Thereafter, on the Closing Date, the Company will acquire the REMIC III Regular Interests and the Class R-3 Residual Interest from the Trust as consideration for its transfer to the Trust of the REMIC II Regular Interests and will be the owner of the REMIC III Regular Interests and the Class R-3 Residual Interest. Thereafter, on the Closing Date, the Company will acquire the Certificates from the Trust as consideration for its transfer to the Trust of the REMIC III Regular Interests, and will be the owner of the Certificates. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the 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 conveyance to the Trust of the REMIC I Regular Interests, (iv) the issuance to the Company of the REMIC II Regular Interests and the Class R-2 Residual Interest representing in the aggregate the entire beneficial interest in REMIC II, (v) the conveyance to the Trust of the REMIC II Regular Interests, (vi) 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, (vii) the conveyance to the Trust of the REMIC III Regular Interests and (viii) the issuance to the Company of the 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 December 18, 2006, and a Prospectus Supplement, dated December 19, 2006, of the Company (together, the “ Prospectus ”). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated December 21, 2006. 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 and the Class R Residual Interests:

REMIC I Interests

	Class Designation for each REMIC I Regular Interest and the Class R-1 Residual Interest	Type of Interest	Certificate Interest Rate (1)	Initial Class Principal Balance	Final Maturity Date*
	Class Y-1	Regular	Variable (2)	$450,465.44	January 2047
	Class Y-2	Regular	Variable (3)	149,641.51	January 2047
	Class Z-1	Regular	Variable (2)	900,506,762.27	January 2047
	Class Z-2	Regular	Variable (3)	299,133,386.82	January 2047
	Class 1X-2-M	Regular	Variable (4)	-----	January 2047
	Class R-1†	Residual	1.958%	100.00	January 2047

* The Distribution Date in the specified month, which is the month following the month in which the latest maturing Mortgage Loan in the related Loan Group matures. For federal income tax purposes, for each Class of REMIC I Regular and Residual Interests, the “latest possible maturity date” shall be the Final Maturity Date.
† The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any 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 Y-1 and Class Z-1 Regular Interests shall equal the Loan Group 1 Net Weighted Average Pass-Through Rate for such Distribution Date.
(3) For each Distribution Date, the Certificate Interest Rate on the Class Y-2 and Class Z-2 Regular Interests shall equal the Loan Group 2 Weighted Average Pass-Through Rate for such Distribution Date.
(4) For each Distribution Date, the Certificate Interest Rate on the Class 1X-2-M Regular Interest shall equal the product of (i) a fraction, the numerator of which is the weighted average of an amount on each Subgroup 1A Loan which is calculated as follows: (a) for each Subgroup 1A Loan that was is in its initial three month fixed rate period in the calendar month immediately preceding such Distribution Date, 0.00% and (b) for each Subgroup 1A 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 gross margin on such Mortgage Loan over 1.475% and the denominator of which is 12. The Class 1X-2-M Regular Interest shall accrue interest on the Class 1X-2 Notional Amount. The Class 1X-2-M Regular Interest shall not be entitled to receive any distributions of principal.

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-LTY1	Regular	Variable (2)	$450,465.44	January 2047
	Class II-LTY2	Regular	Variable (3)	149,641.51	January 2047
	Class II-LT1	Regular	Variable (4)	1,199,280,077.01	January 2047
	Class II-LT2	Regular	Variable (4)	60,012.01	January 2047
	Class II-LT3	Regular	(5)	60,012.01	January 2047
	Class II-LT4	Regular	Variable (6)	60,012.01	January 2047
	Class II-LT6	Regular	Variable (4)	60,012.01	January 2047
	Class II-LT7	Regular	(5)	60,012.01	January 2047
	Class II-LT8	Regular	Variable (6)	60,012.01	January 2047
	Class II-1X-2	Regular	Variable (7)	-----	January 2047
	Class R-2(8)	Residual	-----	-----	January 2047

* The Distribution Date in the specified month, which is the month following the month in which the latest maturing Mortgage Loan matures. For federal income tax purposes, for each Class of REMIC II Regular and Residual Interests, the “latest possible maturity date” shall be the Final Maturity Date.
(1) Interest distributed to the REMIC II Regular Interests (other than the Class II-LT3 and Class II-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.
(2) For each Distribution Date, the Certificate Interest Rate on the Class II-LTY1 Regular Interest shall equal the Loan Group 1 Net Weighted Average Pass-Through Rate for such Distribution Date.
(3) For each Distribution Date, the Certificate Interest Rate on the Class II-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 II-LT1, Class II-LT2 and Class II-LT6 Regular Interests shall equal the weighted average of the Certificate Interest Rates for the Class Z-1 and Class Z-2 Regular Interests. (5) The Class II-LT3 and Class II-LT7 Regular Interests shall not be entitled to receive any distributions of interest.
(6) For each Distribution Date, the Certificate Interest Rate on the Class II-LT4 and Class II-LT8 Regular Interests shall equal two (2) times the weighted average of the Certificate Interest Rates for the Class Z-1 and Class Z-2 Regular Interests.
(7) For each Distribution Date, the Certificate Interest Rate on the Class II-1X-2 Regular Interest shall equal the product of (i) a fraction, the numerator of which is the weighted average of an amount on each Subgroup 1A Loan which is calculated as follows: (a) for each Subgroup 1A Loan that was is in its initial three month fixed rate period in the calendar month immediately preceding such Distribution Date, 0.00% and (b) for each Subgroup 1A 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 gross margin on such Mortgage Loan over 1.475% and the denominator of which is 12. The Class II-1X-2 Regular Interest shall accrue interest on the Class 1X-2 Notional Amount. The Class II-1X-2 Regular Interest shall not be entitled to receive any distributions of principal.
(8) 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 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 Class of REMIC III Regular Interests and the Class R-3 Residual Interest

Type of Interest

Certificate Interest
Rate (1)

Initial Class
Principal
Balance

Final Maturity
Date*

Class 1A-L

Regular

Variable (2) (23)

$585,385,000.00

January 2047

Class 1A-1A-L

Regular

Variable (3) (23)

60,000,000.00

January 2047

Class 1A-1B-L

Regular

Variable (4) (23)

20,000,000.00

January 2047

Class 2A-L

Regular

Variable (5) (23)

165,469,000.00

January 2047

Class 2A-1B-L

Regular

Variable (6) (23)

55,367,000.00

January 2047

Class CA-1C-L

Regular

Variable (7) (23)

224,000,000.00 (8)

January 2047

Class 1X-PPP-L

Regular

----- (9) (23)

0.00 (10)

January 2047

Class 1X-2

Regular

Variable (11)

----- (12)

January 2047

Class 2X-PPP-L

Regular

----- (13) (23)

0.00 (10)

January 2047

Class B-1-L

Regular

Variable (14) (23)

18,004,000.00

January 2047

Class B-2-L

Regular

Variable (15) (23)

16,803,000.00

January 2047

Class B-3-L

Regular

Variable (16) (23)

6,001,000.00

January 2047

Class B-4-L

Regular

Variable (17) (23)

6,001,000.00

January 2047

Class B-5-L

Regular

Variable (18) (23)

6,001,000.00

January 2047

Class B-6-L

Regular

Variable (19) (23)

4,200,000.00

January 2047

Class B-7-L

Regular

Variable (20) (23)

3,000,000.00

January 2047

Class B-8-L

Regular

Variable (21) (23)

3,600,000.00

January 2047

Class B-9-L

Regular

Variable (22) (23)

3,600,000.00

January 2047

Class B-10-L

Regular

Variable (22) (23)

5,401,000.00

January 2047

Class B-11-L

Regular

Variable (22) (23)

4,800,000.00

January 2047

Class B-12-L

Regular

Variable (22) (23)

2,400,000.00

January 2047

Class B-13-L

Regular

Variable (22) (23)

3,000,000.00

January 2047

Class B-14-L

Regular

Variable (22) (23)

7,208,256.04

January 2047

Class R-3 (24)

Residual

-----

January 2047

* The Distribution Date in the specified month, which is the month following the month in which the latest maturing Mortgage Loan in the related Loan Group (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 1X-PPP-L and Class 2X-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 or Class Notional Amount outstanding immediately before such Distribution Date. Interest distributed to the Class 1X-PPP-L and Class 2X-PPP-L Regular Interests on each Distribution Date will have accrued in the applicable amount specified in notes (9) and (10) 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 Net 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 1A-1A-L Regular Interest for each Distribution Date shall equal the lesser of (a) the Loan Group 1 Net Weighted Average Pass-Through Rate for such Distribution Date and (b) the applicable Index plus 0.73%.

(4) The Certificate Interest Rate on the Class 1A-1B-L Regular Interest for each Distribution Date shall equal the lesser of (a) the Loan Group 1 Net Weighted Average Pass-Through Rate for such Distribution Date and (b) the applicable Index plus 0.73%.

(5) 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 1.25%.

(6) The Certificate Interest Rate on the Class 2A-1B-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 1.25%.

(7) The Certificate Interest Rate on the Class CA-1C Group 1 Component for (i) each Distribution Date on or before the Clean-Up Call Option Date shall equal the least of (a) the Adjusted Loan Group 1 Net Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.25% and (c) the Maximum Loan Group 1 Rate for such Distribution Date; and (ii) each Distribution Date after the Clean-Up Call Option Date, shall equal the least of (a) the Adjusted Loan Group 1 Net Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.50% 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 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 0.25% and (c) the Maximum Loan Group 2 Rate for such Distribution Date; and (ii) each Distribution Date after the 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 0.50% and (c) the Maximum Loan Group 2 Rate for such Distribution Date.