POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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WASHINGTON MUTUAL MORTGAGE SECURITIES 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: 9/14/2005

POOLING AND SERVICING AGREEMENT, Parties: washington mutual mortgage securities corp , washington mutual bank , lasalle bank national association , christiana bank & trust company

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EXHIBIT 4.1

EXECUTION VERSION

WASHINGTON MUTUAL MORTGAGE SECURITIES 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

$528,720,815.85

Washington Mutual Mortgage Securities Corp.

Washington Mutual Mortgage Pass-Through Certificates

WMALT Series 2005-7

Cut-Off Date: August 1, 2005

TABLE OF CONTENTS

	Page
ARTICLE I	7
Section 1.01 Definitions	7
Aggregate Certificate Principal Balance	7
Appraised Value	7
Assignment of Proprietary Lease	7
Authenticating Agent	7
Authorized Denomination	7
Bankruptcy Loss	7
Beneficial Holder	8
Benefit Plan Opinion	8
Book-Entry Certificates	8
Business Day	8
Buydown Agreement	8
Buydown Fund	8
Buydown Fund Account	8
Buydown Loan	9
Cap Counterparty	9
Carry-Forward Subsequent Recoveries Amount	9
Certificate	9
Certificate Account	9
Certificate Group	9
Certificateholder or Holder	9
Certificate Interest Rate	10
Certificate of Trust	10
Certificate Principal Balance	10
Certificate Register and Certificate Registrar	10
Class	10
Class 1-A-1 Certificates	11
Class 1-A-1-L Regular Interest	11
Class 1-A-2 Certificates	11
Class 1-A-2-L Regular Interest	11
Class 1-A-2-M Regular Interest	11
Class 1-A-3 Certificates	11
Class 1-A-3 Notional Amount	11
Class 1-A-4 Certificates	11
Class 1-A-4-L Regular Interest	11
Class 1-A-5 Certificates	11
Class 1-A-5-L Regular Interest	11
Class 1-A-6 Certificates	11
Class 1-A-6-L Regular Interest	11
Class 1-A-7 Certificates	11
Class 1-A-7-L Regular Interest	12
Class 1-A-8 Certificates	12
Class 1-A-8-L Regular Interest	12
Class 1-P Fraction	12
Class 1-P Mortgage Loan	12
Class 2-CB-1 Certificates	12
Class 2-CB-1-L Regular Interest	12
Class 2-CB-2 Certificates	12
Class 2-CB-2-L Regular Interest	12
Class 2-CB-3 Certificates	12
Class 2-CB-3-L Regular Interest	12
Class 2-CB-4 Certificates	12
Class 2-CB-4-L Regular Interest	12
Class 2-CB-5 Certificates	12
Class 2-CB-5-L Regular Interest	13
Class 2-CB-6 Certificates	13
Class 2-CB-6-L Regular Interest	13
Class 2-CB-7 Certificates	13
Class 2-CB-7-L Regular Interest	13
Class 2-P Fraction	13
Class 2-P Mortgage Loan	13
Class 3-CB Certificates	13
Class 3-CB-L Regular Interest	13
Class 4-CB Certificates	13
Class 4-CB-L Regular Interest	13
Class A Certificates	13
Class A-L Regular Interests	13
Class B Certificates	13
Class B Percentage	14
Class B-L Regular Interests	14
Class B-1 Certificates	14
Class B-1-L Regular Interest	14
Class B-2 Certificates	14
Class B-2-L Regular Interest	14
Class B-3 Certificates	14
Class B-3-L Regular Interest	14
Class B-4 Certificates	14
Class B-4-L Regular Interest	14
Class B-5 Certificates	14
Class B-5-L Regular Interest	14
Class B-6 Certificates	14
Class B-6-L Regular Interest	14
Class C-P Certificates	15
Class C-P-L Regular Interest	15
Class C-P-M Regular Interest	15
Class C-X Certificates	15
Class C-X Notional Amount	15
Class C-X-L Regular Interest	15
Class C-X-M Regular Interest	15
Class C-Y Principal Reduction Amounts	15
Class C-Y Regular Interests	15
Class C-Y-1 Principal Distribution Amount	15
Class C-Y-1 Regular Interest	15
Class C-Y-2 Principal Distribution Amount	16
Class C-Y-2 Regular Interest	16
Class C-Y-3 Principal Distribution Amount	16
Class C-Y-3 Regular Interest	16
Class C-Z Principal Reduction Amounts	16
Class C-Z Regular Interests	16
Class C-Z-1 Principal Distribution Amount	16
Class C-Z-1 Regular Interest	16
Class C-Z-2 Principal Distribution Amount	16
Class C-Z-2 Regular Interest	17
Class C-Z-3 Principal Distribution Amount	17
Class C-Z-3 Regular Interest	17
Class Notional Amount	17
Class P Fraction	17
Class P Mortgage Loan	17
Class Principal Balance	17
Class R Certificates	18
Class R Residual Interests	18
Class R-1 Residual Interest	18
Class R-2 Residual Interest	18
Class R-3 Residual Interest	18
Clean-Up Call Percentage	18
Clearing Agency	18
Closing Date	18
Closing Date Loan-to-Value Ratio	19
Code	19
Company	19
Compensating Interest	19
Cooperative	19
Cooperative Apartment	19
Cooperative Lease	19
Cooperative Loans	19
Cooperative Stock	19
Cooperative Stock Certificate	19
Corporate Trust Office	19
Corporation	20
Corresponding Class	20
Credit Support Depletion Date	20
Cumulative Carry-Forward Subsequent Recoveries Amount	20
Curtailment	20
Curtailment Shortfall	21
Custodial Account for P&I	21
Custodial Account for Reserves	21
Custodial Agreement	22
Custodian	22
Cut-Off Date	22
Definitive Certificates	22
Delaware Trustee	22
Depositary Agreement	22
Destroyed Mortgage Note	22
Determination Date	22
Disqualified Organization	22
Distribution Date	22
DTC	22
DTC Participant	22
Due Date	22
Eligible Institution	22
Eligible Investments	23
ERISA	24
ERISA Restricted Certificate	24
Event of Default	24
Excess Liquidation Proceeds	24
Excess Subsequent Recoveries	24
Fannie Mae	25
FDIC	25
FHA	25
Final Maturity Date	25
Final Yield Maintenance Payment Date	25
Fitch	25
Freddie Mac	25
Group 1 Certificates	25
Group 1 Loans	25
Group 1 Lockout Adjusted Percentage	25
Group 1 Lockout Liquidation Amount	25
Group 1 Lockout Percentage	25
Group 1 Lockout Prepayment Percentage	25
Group 1 Lockout Priority Amount	25
Group 1 Premium Rate Mortgage Loans	26
Group 1 Senior Liquidation Amount	26
Group 1 Senior Percentage	26
Group 1 Senior Prepayment Percentage, Group 2 Senior Prepayment Percentage, Group 3 Senior Prepayment Percentage or Group 4 Senior Prepayment Percentage	26
Group 1 Senior Principal Distribution Amount	28
Group 1 Subordinate Percentage	29
Group 1 Subordinate Prepayment Percentage	29
Group 1-A Certificates	29
Group 1-A-L Regular Interests	29
Group 1-L Regular Interests	29
Group 2 Certificates	29
Group 2 Loans	29
Group 2 Lockout Adjusted Percentage	29
Group 2 Lockout Liquidation Amount	29
Group 2 Lockout Percentage	29
Group 2 Lockout Prepayment Percentage	29
Group 2 Lockout Priority Amount	30
Group 2 Premium Rate Mortgage Loans	30
Group 2 Senior Liquidation Amount	30
Group 2 Senior Percentage	30
Group 2 Senior Prepayment Percentage	30
Group 2 Senior Principal Distribution Amount	30
Group 2 Subordinate Percentage	30
Group 2 Subordinate Prepayment Percentage	30
Group 2-A Certificates	30
Group 2-A-L Regular Interests	31
Group 2-L Regular Interests	31
Group 3 Certificates	31
Group 3 Loans	31
Group 3 Premium Rate Mortgage Loans	31
Group 3 Senior Liquidation Amount	31
Group 3 Senior Percentage	31
Group 3 Senior Prepayment Percentage	31
Group 3 Senior Principal Distribution Amount	31
Group 3 Subordinate Balance	31
Group 3 Subordinate Percentage	31
Group 3 Subordinate Prepayment Percentage	31
Group 3-A Certificates	31
Group 3-A-L Regular Interests	31
Group 3-L Regular Interests	32
Group 4 Certificates	32
Group 4 Loans	32
Group 4 Premium Rate Mortgage Loans	32
Group 4 Senior Liquidation Amount	32
Group 4 Senior Percentage	32
Group 4 Senior Prepayment Percentage	32
Group 4 Senior Principal Distribution Amount	32
Group 4 Subordinate Balance	32
Group 4 Subordinate Percentage	32
Group 4 Subordinate Prepayment Percentage	32
Group 4-A Certificates	32
Group 4-A-L Regular Interests	32
Group 4-L Regular Interests	32
Groups 1 and 2 Subordinate Balance	33
Indirect DTC Participants	33
Initial Custodial Agreement	33
Initial Custodian	33
Insurance Proceeds	33
Interest Distribution Amount	33
Interest Transfer Amount	33
Investment Account	33
Investment Depository	34
Junior Subordinate Certificates	34
Last Scheduled Distribution Date	34
Lender	34
LIBOR	34
LIBOR Determination Date	34
Liquidated Mortgage Loan	34
Liquidation Principal	34
Liquidation Proceeds	34
Loan Group	34
Loan Group 1	34
Loan Group 2	34
Loan Group 3	34
Loan Group 4	34
Loan-to-Value Ratio	35
Lowest Class B Owner	35
MERS	35
MERS Loan	35
MERS® System	35
MIN	35
MOM Loan	35
Monthly P&I Advance	35
Monthly Payment	35
Moody’s	35
Mortgage	35
Mortgage File	35
Mortgage Interest Rate	38
Mortgage Loan Schedule	38
Mortgage Loans	39
Mortgage Note	39
Mortgage Pool	39
Mortgage Pool Assets	39
Mortgaged Property	39
Mortgagor	39
Nonrecoverable Advance	39
Non-U.S. Person	39
Notice Addresses	39
OTS	40
Officer’s Certificate	40
Opinion of Counsel	40
Original Trust Agreement	40
Original Value	40
Overcollateralized Group	40
Ownership Interest	40
Pass-Through Entity	41
Pass-Through Rate	41
Paying Agent	41
Payoff	41
Payoff Earnings	41
Payoff Interest	41
Payoff Period	41
Percentage Interest	42
Permitted Transferee	42
Person	43
Planned Principal Balance	43
Prepaid Monthly Payment	43
Primary Insurance Policy	43
Principal Balance	43
Principal Payment	44
Principal Payment Amount	44
Principal Prepayment	44
Principal Prepayment Amount	44
Principal Transfer Amount	44
Prior Period	44
Prospectus	44
Purchase Obligation	44
Purchase Price	44
Rating Agency	45
Ratings	45
Realized Loss	45
Recognition Agreement	48
Record Date	48
Reference Banks	48
Regular Interest Group	48
Regular Interests	48
Relief Act Shortfall	48
REMIC	49
REMIC Provisions	49
REMIC I	49
REMIC I Assets	49
REMIC I Available Distribution Amount	49
REMIC I Distribution Amount	50
REMIC I Regular Interests	52
REMIC II	52
REMIC II Assets	52
REMIC II Available Distribution Amount	52
REMIC II Distribution Amount	53
REMIC II Regular Interests	63
REMIC III	63
REMIC III Assets	63
REMIC III Available Distribution Amount	63
REMIC III Distribution Amount	64
REMIC III Regular Interests	65
Residual Certificates	66
Residual Distribution Amount	66
Responsible Officer	66
ROV Mortgage Loan	66
S&P	66
Secretary of State	66
Securities Act	67
Security Agreement	67
Senior Regular Interests	67
Senior Subordinate Certificates	67
Servicer	67
Servicer Business Day	67
Servicing Fee	67
Servicing Fee Rate	67
Servicing Officer	67
Special Primary Insurance Policy	67
Special Primary Insurance Premium	67
Statutory Trust Statute	67
Step Down Percentage	67
Streamlined Mortgage Loan	68
Stripped Interest Rate	68
Subordinate Certificates	68
Subordinate Component Balance	68
Subordinate Liquidation Amount	68
Subordinate Percentage	68
Subordinate Principal Distribution Amount	68
Subordinate Principal Prepayments Distribution Amount	69
Subordination Level	70
Subsequent Recoveries	70
Substitute Mortgage Loan	70
Targeted Principal Balance	70
Tax Matters Person	70
Termination Date	70
Termination Payment	70
Total Transfer Amount	71
Transfer	71
Transferee	71
Transferee Affidavit and Agreement	71
Trust	71
Trustee	71
Uncollected Interest	71
Uncompensated Interest Shortfall	71
Undercollateralized Group	72
Underwriter	72
Underwriting Standards	73
Uninsured Cause	73
U.S. Person	73
VA	73
Withdrawal Date	73
Yield Maintenance Account	73
Yield Maintenance Agreement	73
Yield Maintenance Notional Balance	73
Yield Maintenance Payment Amount	73
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	74
Section 2.01 Creation of the Trust	74
Section 2.02 Restrictions on Activities of the Trust	75
Section 2.03 Separateness Requirements	75
Section 2.04 Conveyance of Mortgage Pool Assets; Security Interest	77
Section 2.05 Delivery of Mortgage Files	78
Section 2.06 REMIC Election for REMIC I	80
Section 2.07 Acceptance by Trustee	81
Section 2.08 Representations and Warranties of the Company Concerning the Mortgage Loans	83
Section 2.09 Acknowledgment of Transfer of Mortgage Pool Assets	88
Section 2.10 Conveyance of REMIC II Assets; Security Interest	89
Section 2.11 REMIC Election for REMIC II	89
Section 2.12 Acknowledgement of Transfer of REMIC II Assets	90
Section 2.13 Conveyance of REMIC III Assets; Security Interest	91
Section 2.14 REMIC Election for REMIC III	92
Section 2.15 Acknowledgement of Transfer of REMIC III Assets; Authentication of Certificates	93
Section 2.16 Legal Title	93
Section 2.17 Compliance with ERISA Requirements	93
Section 2.18 Additional Representation of the Company Concerning the Mortgage Loans	93
ARTICLE III Administration and Servicing of Mortgage Loans	94
Section 3.01 The Servicer	94
Section 3.02 Custodial Accounts and Buydown Fund Accounts	96
Section 3.03 The Investment Account; Eligible Investments	97
Section 3.04 The Certificate Account	98
Section 3.05 Permitted Withdrawals from the Certificate Account, the Investment Account, Custodial Accounts for P&I and Custodial Accounts for Reserves and of Buydown Funds from the Buydown Fund Accounts	98
Section 3.06 Maintenance of Primary Insurance Policies; Collections Thereunder	100
Section 3.07 Maintenance of Hazard Insurance	100
Section 3.08 Enforcement of Due-on-Sale Clauses; Assumption Agreements	101
Section 3.09 Realization Upon Defaulted Mortgage Loans	102
Section 3.10 Trustee to Cooperate; Release of Mortgage Files	104
Section 3.11 Compensation to the Servicer	104
Section 3.12 Reports to the Trustee; Certificate Account Statement	105
Section 3.13 Annual Statement as to Compliance	105
Section 3.14 Access to Certain Documentation and Information Regarding the Mortgage Loans	105
Section 3.15 Annual Independent Public Accountants’ Servicing Report	105
Section 3.16 Yield Maintenance Account.	106
Section 3.17 [Reserved.]	106
Section 3.18 [Reserved.]	107
Section 3.19 Determination of LIBOR by Servicer 107
ARTICLE IV Payments to Certificateholders; Payment of Expenses	108
Section 4.01 Distributions to Holders of REMIC I Regular Interests and Class R-1 Residual Interest	108
Section 4.02 Monthly P&I Advances; Distribution Reports to the Trustee	109
Section 4.03 Nonrecoverable Advances	110
Section 4.04 Distributions to Holders of REMIC II Regular Interests and Class R-2 Residual Interest	110
Section 4.05 Distributions to Certificateholders; Payment of Special Primary Insurance Premiums	111
Section 4.06 Statements to Certificateholders	112
ARTICLE V The Certificates	113
Section 5.01 The Certificates	113
Section 5.02 Certificates Issuable in Classes; Distributions of Principal and Interest; Authorized Denominations	119
Section 5.03 Registration of Transfer and Exchange of Certificates	119
Section 5.04 Mutilated, Destroyed, Lost or Stolen Certificates	120
Section 5.05 Persons Deemed Owners	120
Section 5.06 Temporary Certificates	120
Section 5.07 Book-Entry for Book-Entry Certificates	121
Section 5.08 Notices to Clearing Agency	122
Section 5.09 Definitive Certificates	122
Section 5.10 Office for Transfer of Certificates	123
Section 5.11 Nature of Certificates	123
ARTICLE VI The Company and the Servicer	123
Section 6.01 Liability of the Company and the Servicer	123
Section 6.02 Merger or Consolidation of the Company or the Servicer	123
Section 6.03 Limitation on Liability of the Company, the Servicer and Others	123
Section 6.04 Neither the Company nor the Servicer may Resign	124
Section 6.05 Trustee Access 124
ARTICLE VII Default	125
Section 7.01 Events of Default	125
Section 7.02 Trustee to Act; Appointment of Successor	127
Section 7.03 Notification to Certificateholders	128
ARTICLE VIII Concerning the Trustees	129
Section 8.01 Duties of Trustees	129
Section 8.02 Certain Matters Affecting the Trustees	130
Section 8.03 Trustees Not Liable for Certificates or Mortgage Loans	131
Section 8.04 Trustees May Own Certificates	131
Section 8.05 The Servicer to Pay Trustees’ Fees and Expenses	131
Section 8.06 Eligibility Requirements for Trustees	132
Section 8.07 Resignation and Removal of Trustees	132
Section 8.08 Successor Trustee	133
Section 8.09 Merger or Consolidation of Trustee	133
Section 8.10 Appointment of Co-Trustee or Separate Trustee	134
Section 8.11 Authenticating Agents	135
Section 8.12 Paying Agents	135
Section 8.13 Duties of Delaware Trustee	136
Section 8.14 Amendment to Certificate of Trust	137
Section 8.15 Limitation of Liability	137
Section 8.16 Yield Maintenance Agreement	137
ARTICLE IX Termination	137
Section 9.01 Termination Upon Purchase by the Servicer or Liquidation of All Mortgage Loans	137
Section 9.02 Additional Termination Requirements	140
Section 9.03 Trust Irrevocable	140
ARTICLE X Miscellaneous Provisions	140
Section 10.01 Amendment	140
Section 10.02 Recordation of Agreement	142
Section 10.03 Limitation on Rights of Certificateholders	142
Section 10.04 Access to List of Certificateholders	143
Section 10.05 Governing Law	143
Section 10.06 Notices	143
Section 10.07 Severability of Provisions	144
Section 10.08 Counterpart Signatures	144
Section 10.09 Benefits of Agreement	144
Section 10.10 Notices and Copies to Rating Agencies	144

Appendix 1	Definition of Class C-Y Principal Reduction Amounts
Schedule 1	Exceptions to Section 2.08(iv) Representations
Exhibit A	Form of Certificates (other than Class R Certificates)
Exhibit B	Form of Class R Certificates
Exhibit C	Anti-Predatory Lending Categorization
Exhibit D	Mortgage Loan Schedule
Exhibit E	[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	Form of Certificate Insurance Policy
Exhibit L	Form of Investment Letter
Exhibit M	Form of Trustee’s Certification Pursuant to Section 2.07
Exhibit N	Officer’s Certificate With Respect to ERISA Matters Pursuant to Section 5.01(d)
Exhibit O	Officer’s Certificate With Respect to ERISA Matters Pursuant to Section 5.01(g)

This Pooling and Servicing Agreement, dated and effective as of August 1, 2005 (this “ Agreement ”), is executed by and among Washington Mutual Mortgage Securities Corp., as depositor (the “ Company ”), Washington Mutual Bank, as Servicer (the “ Servicer ”), LaSalle Bank National Association, a national banking association with a corporate trust office at 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603, as Trustee (the “ Trustee ”), and Christiana Bank & Trust Company, as Delaware Trustee (the “ Delaware Trustee ”). Capitalized terms used in this Agreement and not otherwise defined have the meanings ascribed to such terms in Article I hereof.

PRELIMINARY STATEMENT

The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trust. On the Closing Date, the Company will acquire the REMIC I Regular Interests and the Class R-1 Residual Interest from the Trust as consideration for its transfer to the Trust of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the REMIC II Regular Interests and the Class R-2 Residual Interest from the Trust as consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R-1 and Class R-2 Residual 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 Certificates. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trust of the Mortgage Loans and certain other assets, (ii) the issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust of the REMIC I Regular Interests, (iv) the issuance to the Company of the REMIC II Regular Interests and the Class R-2 Residual Interest representing in the aggregate the entire beneficial interest in REMIC II, (v) the conveyance to the Trust of the REMIC II Regular Interests and (vi) the issuance to the Company of the Certificates, such Certificates (other than the portion of the Class R Certificates representing ownership of the Class R-1 and Class R-2 Residual Interests) representing in the aggregate the entire beneficial interest in REMIC III. 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 August 23, 2005, and a Prospectus Supplement, dated August 24, 2005, of the Company (together, the “ Prospectus ”). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated August 26, 2005. The Trust created hereunder is intended to be the “Trust” described in the Prospectus and the Private Placement Memorandum and the Certificates are intended to be the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the Class R Residual Interests and the Certificates:

REMIC I Interests

Class Designation for each Class of REMIC I Regular Interests and the Class R-1 Residual Interest	Type of Interest	Certificate Interest Rate (1)	Initial Class Principal Balance	Final Maturity Date*
Class C-Y-1	Regular	5.500%	$227,873.10	September 2035
Class C-Y-2	Regular	6.500%	19,866.82	August 2035
Class C-Y-3	Regular	7.000%	15,523.30	August 2035
Class C-Z-1	Regular	5.500%	455,518,329.68	September 2035
Class C-Z-2	Regular	6.500%	39,880,058.51	August 2035
Class C-Z-3	Regular	7.000%	31,160,995.44	August 2035
Class C-X-M	Regular	5.500%(2)	-----	September 2035
Class C-P-M	Regular	(3)	1,897,569.96	September 2035
Class R-1†	Residual	5.500%	100.00	September 2035

* The Distribution Date in the specified month, which is the month following the month 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 I Regular and Residual Interests, the “latest possible maturity date” shall be the Final Maturity Date.
† The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.
(1) Interest distributed to the REMIC I Regular Interests (other than the Class C-P-M Regular Interest, which shall not be entitled to receive any distributions of interest) and the Class R-1 Residual Interest on each Distribution Date will have accrued at the applicable per annum Certificate Interest Rate on the applicable Class Principal Balance or Class Notional Amount outstanding immediately before such Distribution Date.
(2) The Class C-X-M Regular Interest shall accrue interest on the Class C-X Notional Amount. The Class C-X-M Regular Interest shall not be entitled to receive any distributions of principal.
(3) The Class C-P-M Regular Interest shall not be entitled to receive any distributions of interest.

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

REMIC II Interests

	Class Designation for each Class of REMIC II Regular Interests and the Class R-2 Residual Interest	Type of Interest	Certificate Interest Rate (1)	Initial Class Principal Balance	Final Maturity Date*
	Class 1-A-1-L	Regular	5.500%	$13,552,800.00	September 2035
	Class 1-A-2-L	Regular	5.500%	50,000,000.00	September 2035
	Class 1-A-4-L	Regular	5.500%	59,304,107.00	September 2035
	Class 1-A-5-L	Regular	(2)	16,001,326.00	September 2035
	Class 1-A-6-L	Regular	(3)	1,454,667.00	September 2035
	Class 1-A-7-L	Regular	5.500%	1,000,000.00	September 2035
	Class 1-A-8-L	Regular	5.500%	4,215,000.00	September 2035
	Class 2-CB-1-L	Regular	5.500%	24,424,200.00	September 2035
	Class 2-CB-2-L	Regular	5.500%	4,195,000.00	September 2035
	Class 2-CB-3-L	Regular	5.500%	149,937,994.00	September 2035
	Class 2-CB-4-L	Regular	5.500%	31,569,066.00	September 2035
	Class 2-CB-5-L	Regular	5.500%	31,022,740.00	September 2035
	Class 2-CB-6-L	Regular	(4)	41,289,416.00	September 2035
	Class 2-CB-7-L	Regular	(5)	3,753,584.00	September 2035
	Class 3-CB-L	Regular	6.500%	37,805,200.00	September 2035
	Class 4-CB-L	Regular	7.000%	29,539,800.00	September 2035
	Class C-X-L	Regular	5.500%(6)	-----	September 2035
	Class C-P-L	Regular	(7)	1,897,569.00	September 2035
	Class B-1-L	Regular	Variable(8)	10,838,000.00	September 2035
	Class B-2-L	Regular	Variable(8)	6,080,000.00	September 2035
	Class B-3-L	Regular	Variable(8)	3,965,000.00	September 2035
	Class B-4-L	Regular	Variable(8)	2,907,000.00	September 2035
	Class B-5-L	Regular	Variable(8)	2,379,000.00	September 2035
	Class B-6-L	Regular	Variable(8)	1,588,746.85	September 2035
	Class R-2†	Residual	-----	-----	September 2035

* The Distribution Date in the specified month, which is the month following the month 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 Excess Liquidation Proceeds.
(1) Interest distributed on each Distribution Date to the REMIC II Regular Interests (other than the Class C-P-L Regular Interest, which shall not be entitled to receive any distributions of interest) 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.
(2) The Certificate Interest Rate for the Class 1-A-5-L Regular Interest shall equal LIBOR plus 1.450%, subject to a minimum and maximum Certificate Interest Rate of 1.450% and 6.000% per annum, respectively.
(3) The Certificate Interest Rate for the Class 1-A-6-L Regular Interest shall equal 50.04996937% minus the product of (i) LIBOR and (ii) 10.99999244, subject to a minimum and maximum Certificate Interest Rate of 0.000% and 50.04996937% per annum, respectively.
(4) The Certificate Interest Rate for the Class 2-CB-6-L Regular Interest shall equal LIBOR plus 1.450%, subject to a minimum and maximum Certificate Interest Rate of 1.450% and 6.000% per annum, respectively.
(5) The Certificate Interest Rate for the Class 2-CB-7-L Regular Interest shall equal 50.04999136% minus the product of (i) LIBOR and (ii) 10.99999787, subject to a minimum and maximum Certificate Interest Rate of 0.000% and 50.04999136% per annum, respectively.
(6) T he Class C-X-L Regular Interest shall accrue interest on the Class C-X Notional Amount. The Class C-X-L Regular Interest shall not be entitled to receive any distributions of principal.
(7) The Class C-P-L Regular Interest shall not be entitled to receive any distributions of interest.
(8) The Certificate Interest Rate for each Class of the Class B-L Regular Interests shall equal, on any Distribution Date, the weighted average of the Certificate Interest Rates for the Class C-Y-1, Class C-Y-2 and Class C-Y-3 Regular Interests.

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

REMIC III Interests

Class Designation for each Class of REMIC III Regular Interests and the Class R-3 Residual Interest	Type of Interest	Certificate Interest Rate (1)	Initial Class Principal Balance	Final Maturity Date*
Class 1-A-1	Regular	5.500%	$13,552,800.00	September 2035
Class 1-A-2-M	Regular	(2)	50,000,000.00	September 2035
Class 1-A-3	Regular	(3)	-----	September 2035
Class 1-A-4	Regular	5.500%	59,304,107.00	September 2035
Class 1-A-5	Regular	(4)	16,001,326.00	September 2035
Class 1-A-6	Regular	(5)	1,454,667.00	September 2035
Class 1-A-7	Regular	5.500%	1,000,000.00	September 2035
Class 1-A-8	Regular	5.500%	4,215,000.00	September 2035
Class 2-CB-1	Regular	5.500%	24,424,200.00	September 2035
Class 2-CB-2	Regular	5.500%	4,195,000.00	September 2035
Class 2-CB-3	Regular	5.500%	149,937,994.00	September 2035
Class 2-CB-4	Regular	5.500%	31,569,066.00	September 2035
Class 2-CB-5	Regular	5.500%	31,022,740.00	September 2035
Class 2-CB-6	Regular	(6)	41,289,416.00	September 2035
Class 2-CB-7	Regular	(7)	3,753,584.00	September 2035
Class 3-CB	Regular	6.500%	37,805,200.00	September 2035
Class 4-CB	Regular	7.000%	29,539,800.00	September 2035
Class C-X	Regular	5.500%(8)	-----	September 2035
Class C-P	Regular	(9)	1,897,569.00	September 2035
Class B-1	Regular	Variable(10)	10,838,000.00	September 2035
Class B-2	Regular	Variable(10)	6,080,000.00	September 2035
Class B-3	Regular	Variable(10)	3,965,000.00	September 2035
Class B-4	Regular	Variable(10)	2,907,000.00	September 2035
Class B-5	Regular	Variable(10)	2,379,000.00	September 2035
Class B-6	Regular	Variable(10)	1,588,746.85	September 2035