Unassociated Document


    

      
         

      

      DEUTSCHE
        ALT-A SECURITIES, INC.

      Depositor

       

       

      and

       

       

      WELLS
        FARGO BANK, NATIONAL ASSOCIATION

      Master
        Servicer and Securities Administrator

       

       

      and

       

       

      HSBC
        BANK
        USA, NATIONAL ASSOCIATION

      Trustee

       

       

      _____________________

       

      POOLING
        AND SERVICING AGREEMENT

       

      Dated
        as
        of January 1, 2006

       

      _____________________

       

       

      Mortgage
        Pass-Through Certificates

       

      Series
        2006-AB1

       

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      TABLE
        OF
        CONTENTS

       

      

        
          
            	
                    ARTICLE
                      I

                    DEFINITIONS

                     

                  
	
                    Section
                      1.1

                  	
                    Definitions.

                  
	
                    Section
                      1.2

                  	
                    Allocation
                      of Certain Interest Shortfalls.

                     

                  
	
                    ARTICLE
                      II

                    CONVEYANCE
                      OF TRUST FUND; ORIGINAL ISSUANCE OF CERTIFICATES

                     

                  
	
                    Section
                      2.1

                  	
                    Conveyance
                      of Trust Fund

                  
	
                    Section
                      2.2

                  	
                    Acceptance
                      by Trustee.

                  
	
                    Section
                      2.3

                  	
                    Repurchase
                      or Substitution of Loans.

                  
	
                    Section
                      2.4

                  	
                    Authentication
                      and Delivery of Certificates; Designation of Certificates as
                      REMIC Regular
                      and Residual Interests.

                  
	
                    Section
                      2.5

                  	
                    Representations
                      and Warranties of the Master Servicer.

                  
	
                    Section
                      2.6

                  	
                    Conveyance
                      of Subsequent Loans.

                  
	
                    Section
                      2.7

                  	
                    Establishment
                      of the Trust.

                  
	
                    Section
                      2.8

                  	
                    Purpose
                      and Powers of the Trust.

                     

                  
	
                    ARTICLE
                      III

                    ADMINISTRATION
                      AND SERVICING OF THE LOANS; ACCOUNTS

                     

                  
	
                    Section
                      3.1

                  	
                    Master
                      Servicer

                  
	
                    Section
                      3.2

                  	
                    REMIC-Related
                      Covenants

                  
	
                    Section
                      3.3

                  	
                    Monitoring
                      of Servicers.

                  
	
                    Section
                      3.4

                  	
                    Fidelity
                      Bond

                  
	
                    Section
                      3.5

                  	
                    Power
                      to Act; Procedures

                  
	
                    Section
                      3.6

                  	
                    Due-on-Sale
                      Clauses; Assumption Agreements

                  
	
                    Section
                      3.7

                  	
                    Release
                      of Mortgage Files.

                  
	
                    Section
                      3.8

                  	
                    Documents,
                      Records and Funds in Possession of Master Servicer To Be Held
                      for
                      Trustee.

                  
	
                    Section
                      3.9

                  	
                    Standard
                      Hazard Insurance and Flood Insurance Policies.

                  
	
                    Section
                      3.10

                  	
                    Presentment
                      of Claims and Collection of Proceeds

                  
	
                    Section
                      3.11

                  	
                    Maintenance
                      of the Primary Mortgage Insurance Policies.

                  
	
                    Section
                      3.12

                  	
                    Trustee
                      to Retain Possession of Certain Insurance Policies and
                      Documents.

                  
	
                    Section
                      3.13

                  	
                    Realization
                      Upon Defaulted Loans

                  
	
                    Section
                      3.14

                  	
                    Compensation
                      for the Master Servicer.

                  
	
                    Section
                      3.15

                  	
                    REO
                      Property.

                  
	
                    Section
                      3.16

                  	
                    Master
                      Servicer Annual Statement as to Compliance.

                  
	
                    Section
                      3.17

                  	
                    Master
                      Servicer Assessments of Compliance.

                  
	
                    Section
                      3.18

                  	
                    Master
                      Servicer Attestation Reports.

                  
	
                    Section
                      3.19

                  	
                    Annual
                      Certification.

                  
	
                    Section
                      3.20

                  	
                    Obligation
                      of the Master Servicer in Respect of Compensating
                      Interest

                  
	
                    Section
                      3.21

                  	
                    Protected
                      Accounts.

                  
	
                    Section
                      3.22

                  	
                    Distribution
                      Account.

                  
	
                    Section
                      3.23

                  	
                    Permitted
                      Withdrawals and Transfers from the Distribution
                      Account.

                  
	
                    Section
                      3.24

                  	
                    Reserve
                      Fund.

                  
	
                    Section
                      3.25

                  	
                    Pre-Funding
                      Account.

                  
	
                    Section
                      3.26

                  	
                    Capitalized
                      Interest Account.

                  
	
                    Section
                      3.27

                  	
                    Prepayment
                      Penalty Verification.

                  
	
                    Section
                      3.28

                  	
                    Reports
                      Filed with Securities and Exchange Commission.

                     

                  
	
                    ARTICLE
                      IV

                    PAYMENTS
                      TO CERTIFICATEHOLDERS; ADVANCES; STATEMENTS AND REPORTS

                     

                  
	
                    Section
                      4.1

                  	
                    Distributions
                      to Certificateholders.

                  
	
                    Section
                      4.2

                  	
                    Allocation
                      of Realized Losses.

                  
	
                    Section
                      4.3

                  	
                    Statements
                      to Certificateholders.

                  
	
                    Section
                      4.4

                  	
                    Advances.

                  
	
                    Section
                      4.5

                  	
                    Compliance
                      with Withholding Requirements.

                  
	
                    Section
                      4.6

                  	
                    REMIC
                      Distributions.

                     

                  
	
                    ARTICLE
                      V

                    THE
                      CERTIFICATES

                     

                  
	
                    Section
                      5.1

                  	
                    The
                      Certificates.

                  
	
                    Section
                      5.2

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

                  
	
                    Section
                      5.3

                  	
                    Registration
                      of Transfer and Exchange of Certificates

                  
	
                    Section
                      5.4

                  	
                    Mutilated,
                      Destroyed, Lost or Stolen Certificates.

                  
	
                    Section
                      5.5

                  	
                    Persons
                      Deemed Owners.

                     

                  
	
                    ARTICLE
                      VI

                    THE
                      DEPOSITOR, MASTER SERVICER AND THE CREDIT RISK MANAGER

                     

                  
	
                    Section
                      6.1

                  	
                    Liability
                      of the Depositor and the Master Servicer.

                  
	
                    Section
                      6.2

                  	
                    Merger
                      or Consolidation of the Depositor or the Master
                      Servicer.

                  
	
                    Section
                      6.3

                  	
                    Limitation
                      on Liability of the Depositor, the Master Servicer, the Servicers,
                      the
                      Securities Administrator and Others.

                  
	
                    Section
                      6.4

                  	
                    Limitation
                      on Resignation of the Master Servicer.

                  
	
                    Section
                      6.5

                  	
                    Assignment
                      of Master Servicing.

                  
	
                    Section
                      6.6

                  	
                    Rights
                      of the Depositor in Respect of the Master Servicer.

                  
	
                    Section
                      6.7

                  	
                    Duties
                      of the Credit Risk Manager.

                  
	
                    Section
                      6.8

                  	
                    Limitation
                      Upon Liability of the Credit Risk Manager.

                  
	
                    Section
                      6.9

                  	
                    Removal
                      of the Credit Risk Manager.

                  
	
                    Section
                      6.10

                  	
                    Transfer
                      of Servicing by the Seller of Certain Loans Serviced by GMAC.

                     

                  
	
                    ARTICLE
                      VII

                    DEFAULT

                     

                  
	
                    Section
                      7.1

                  	
                    Master
                      Servicer Events of Default.

                  
	
                    Section
                      7.2

                  	
                    Trustee
                      to Act; Appointment of Successor.

                  
	
                    Section
                      7.3

                  	
                    Notification
                      to Certificateholders.

                  
	
                    Section
                      7.4

                  	
                    Waiver
                      of Master Servicer Events of Default.

                     

                  
	
                    ARTICLE
                      VIII

                    CONCERNING
                      THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

                     

                  
	
                    Section
                      8.1

                  	
                    Duties
                      of Trustee and Securities Administrator.

                  
	
                    Section
                      8.2

                  	
                    Certain
                      Matters Affecting Trustee and Securities Administrator.

                  
	
                    Section
                      8.3

                  	
                    Trustee
                      and Securities Administrator not Liable for Certificates or
                      Loans.

                  
	
                    Section
                      8.4

                  	
                    Trustee,
                      Master Servicer and Securities Administrator May Own
                      Certificates.

                  
	
                    Section
                      8.5

                  	
                    Fees
                      and Expenses of Trustee and Securities Administrator.

                  
	
                    Section
                      8.6

                  	
                    Eligibility
                      Requirements for Trustee and Securities Administrator.

                  
	
                    Section
                      8.7

                  	
                    Resignation
                      and Removal of Trustee and Securities Administrator.

                  
	
                    Section
                      8.8

                  	
                    Successor
                      Trustee or Securities Administrator.

                  
	
                    Section
                      8.9

                  	
                    Merger
                      or Consolidation of Trustee or Securities
                      Administrator.

                  
	
                    Section
                      8.10

                  	
                    Appointment
                      of Co-Trustee or Separate Trustee.

                  
	
                    Section
                      8.11

                  	
                    Appointment
                      of Office or Agency.

                  
	
                    Section
                      8.12

                  	
                    Representations
                      and Warranties of the Trustee.

                     

                  
	
                    ARTICLE
                      IX

                    TERMINATION

                     

                  
	
                    Section
                      9.1

                  	
                    Termination
                      Upon Purchase or Liquidation of All Loans.

                  
	
                    Section
                      9.2

                  	
                    Additional
                      Termination Requirements.

                     

                  
	
                    ARTICLE
                      X

                    REMIC
                      PROVISIONS

                     

                  
	
                    Section
                      10.1

                  	
                    REMIC
                      Administration.

                  
	
                    Section
                      10.2

                  	
                    Prohibited
                      Transactions and Activities.

                  
	
                    Section
                      10.3

                  	
                    Indemnification.

                     

                  
	
                    ARTICLE
                      XI

                    MISCELLANEOUS
                      PROVISIONS

                     

                  
	
                    Section
                      11.1

                  	
                    Amendment

                  
	
                    Section
                      11.2

                  	
                    Recordation
                      of Agreement; Counterparts

                  
	
                    Section
                      11.3

                  	
                    Limitation
                      on Rights of Certificateholders

                  
	
                    Section
                      11.4

                  	
                    Governing
                      Law

                  
	
                    Section
                      11.5

                  	
                    Notices

                  
	
                    Section
                      11.6

                  	
                    Severability
                      of Provisions.

                  
	
                    Section
                      11.7

                  	
                    Notice
                      to Rating Agencies.

                  
	
                    Section
                      11.8

                  	
                    Article
                      and Section References.

                  
	
                    Section
                      11.9

                  	
                    Grant
                      of Security Interest.

                     

                  
	
                    ARTICLE
                      XII

                    CERTAIN
                      MATTERS REGARDING THE CERTIFICATE INSURER

                     

                  
	
                    Section
                      12.1

                  	
                    Exercise
                      of Rights of Holder of the Insured Certificates.

                  
	
                    Section
                      12.2

                  	
                    Trustee
                      and Securities Administrator to Act Solely with Consent of
                      Certificate
                      Insurer.

                  
	
                    Section
                      12.3

                  	
                    Trust
                      Fund and Accounts Held for Benefit of Certificate
                      Insurer.

                  
	
                    Section
                      12.4

                  	
                    Claims
                      Upon the Policy; Policy Payments Account.

                  
	
                    Section
                      12.5

                  	
                    Effect
                      of Payments by Certificate Insurer; Subrogation.

                  
	
                    Section
                      12.6

                  	
                    Notices
                      to Certificate Insurer.

                  
	
                    Section
                      12.7

                  	
                    Third
                      Party Beneficiary.

                  
	
                    Section
                      12.8

                  	
                    Trustee
                      to Hold the Policy.

                  
	
                    Section
                      12.9

                  	
                    Termination
                      of Certain of Certificate Insurer’s
                      Rights.

                  


          



      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      EXHIBITS

       

      
        	
                Exhibit
                  A-1

              	
                -

              	
                Form
                  of Class A-[1-A][1-B][1-C][2-A][2-B][2-C][2-D]
                  Certificates

              
	
                Exhibit
                  A-2

              	
                -

              	
                Form
                  of Class A-[3][4] Certificates

              
	
                Exhibit
                  A-3

              	
                -

              	
                Form
                  of Class A-X-1 Certificates

              
	
                Exhibit
                  A-4

              	
                -

              	
                Form
                  of Class A-X-2 Certificates

              
	
                Exhibit
                  A-5

              	
                -

              	
                Form
                  of Class A-X Certificates

              
	
                Exhibit
                  A-6

              	
                -

              	
                Form
                  of Class [M-1][M-2][M-3] [M-4][M-5]Certificates

              
	
                Exhibit
                  A-7

              	
                -

              	
                Form
                  of Class CE Certificates

              
	
                Exhibit
                  A-8

              	
                -

              	
                Form
                  of Class P Certificates

              
	
                Exhibit
                  A-9

              	
                -

              	
                Form
                  of Class R Certificates

              
	
                Exhibit
                  B

              	
                -

              	
                [Reserved]

              
	
                Exhibit
                  C

              	
                -

              	
                Form
                  of Transfer Affidavit

              
	
                Exhibit
                  D

              	
                -

              	
                Form
                  of Transferor Certificate

              
	
                Exhibit
                  E

              	
                -

              	
                Form
                  of Investment Letter (Non-Rule 144A)

              
	
                Exhibit
                  F

              	
                -

              	
                Form
                  of Rule 144A Investment Letter

              
	
                Exhibit
                  G

              	
                -

              	
                Form
                  of Benefit Plan Affidavit

              
	
                Exhibit
                  H

              	
                -

              	
                Form
                  of Addition Notice

              
	
                Exhibit
                  I

              	
                -

              	
                Form
                  of Subsequent Transfer Instrument

              
	
                Exhibit
                  J

              	
                -

              	
                Mortgage
                  Loan Purchase Agreement between the Depositor and the Seller
                  

              
	
                Exhibit
                  K

              	
                -

              	
                Form
                  10-D, Form 8-K and Form 10-K Reporting Responsibility

              
	
                Exhibit
                  L

              	
                -

              	
                Form
                  of Servicer Certification

              
	
                Exhibit
                  M

              	
                -

              	
                Servicing
                  Criteria

              
	
                Exhibit
                  N

              	
                -

              	
                Additional
                  Disclosure Notification

              
	 	 	 
	
                Schedule
                  One

              	
                -

              	
                Loan
                  Schedule

              
	
                Schedule
                  Two

              	
                -

              	
                Prepayment
                  Charge Schedule

              
	
                Schedule
                  Three

              	
                -

              	
                Identified
                  Subsequent Loans

              


      

      


      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      This
        Pooling and Servicing Agreement, dated and effective as of January 1, 2006
        (this “Agreement”), is executed by and among Deutsche Alt-A Securities, Inc., as
        depositor (the “Depositor”), Wells Fargo Bank, National Association, as master
        servicer (the “Master Servicer”) and securities administrator (the “Securities
        Administrator”), and HSBC Bank USA, National Association as trustee (the
“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
        Depositor at the Closing Date is the owner of the Loans and the other property
        being conveyed by it to the Trustee for inclusion in the Trust Fund. The
        Trust
        Fund will consist of a segregated pool of assets comprised of the Loans,
        the
        Subsequent Loans and certain other assets. On the Closing Date, the Depositor
        will acquire the Certificates from the Trust Fund as consideration for its
        transfer to the Trust Fund of the Loans and certain other assets and will
        be the
        owner of the Certificates. The Depositor has duly authorized the execution
        and
        delivery of this Agreement to provide for the conveyance to the Trustee of
        the
        Loans and the issuance to the Depositor of the Certificates representing
        in the
        aggregate the entire beneficial ownership of the Trust Fund. All covenants
        and
        agreements made by the Depositor, the Master Servicer, the Securities
        Administrator and the Trustee herein with respect to the Loans and the other
        property constituting the Trust Fund are for the benefit of the Holders from
        time to time of the Certificates and for the benefit of the Certificate Insurer.
        The Depositor, the Master Servicer, the Securities Administrator and the
        Trustee
        are entering into this Agreement, and the Trustee is 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 Class CE, Class P and Class
        R
        Certificates, have been offered for sale pursuant to a Prospectus, dated
        August
        26, 2005, a Free Writing Prospectus dated January 30, 2006 and a Prospectus
        Supplement, dated January 30, 2006 of the Depositor (together, the
“Prospectus”). The Trust Fund created hereunder is intended to be the “Trust” as
        described in the Prospectus and the Certificates are intended to be the
“Certificates” described therein.

       

      REMIC
        I

       

      As
        provided herein, the Trustee shall elect to treat the segregated pool of
        assets
        consisting of the Loans and other related assets (other than the Reserve
        Fund)
        in the Trust Fund subject to this Agreement as multiple REMICs for federal
        income tax purposes, and such segregated pool of assets shall be designated
        as
“REMIC I.” Component R-1 of the Class R Certificate shall represent the sole
        class of “residual interests” in REMIC I for purposes of the REMIC Provisions
        under federal income tax law. The following table irrevocably sets forth
        the
        designation, the Uncertificated REMIC I Pass-Through Rate, the initial
        Uncertificated Principal Balance, and for purposes of satisfying Treasury
        regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
        each of the REMIC I Regular Interests. None of the REMIC I Regular Interests
        will be certificated.

      


      
        	
                REMIC
                  I Regular Interest Designation

              	
                Uncertificated
                  REMIC I Pass-Through Rate

              	
                Initial
                  Uncertificated

                Principal
                  Balance

              	
                Latest

                Possible
                  Maturity(1)

              
	
                AA

              	
                (
                  2)

              	
                $ 713,325,794.01

              	
                February
                  25, 2036

              
	
                A-1-A

              	
                (2)

              	
                $      
                   840,000.00

              	
                February
                  25, 2036

              
	
                A-1-B

              	
                (2)

              	
                $      
                   500,000.00

              	
                February
                  25, 2036

              
	
                A-1-C

              	
                (2)

              	
                $      
                   410,000.00

              	
                February
                  25, 2036

              
	
                A-2-A

              	
                (2)

              	
                $   
                   2,000,000.00

              	
                February
                  25, 2036

              
	
                A-2-B

              	
                (2)

              	
                $      
                   750,000.00

              	
                February
                  25, 2036

              
	
                A-2-C

              	
                (2)

              	
                $      
                   750,000.00

              	
                February
                  25, 2036

              
	
                A-2-D

              	
                (2)

              	
                $      
                   246,530.00

              	
                February
                  25, 2036

              
	
                A-3

              	
                (2)

              	
                $      
                   950,000.00

              	
                February
                  25, 2036

              
	
                A-4

              	
                (2)

              	
                $      
                   250,000.00

              	
                February
                  25, 2036

              
	
                M1

              	
                (2)

              	
                $      
                   185,610.00

              	
                February
                  25, 2036

              
	
                M2

              	
                (2)

              	
                $        
                   80,070.00

              	
                February
                  25, 2036

              
	
                M3

              	
                (2)

              	
                $        
                   65,510.00

              	
                February
                  25, 2036

              
	
                M4

              	
                (2)

              	
                $        
                   69,150.00

              	
                February
                  25, 2036

              
	
                M5

              	
                (2)

              	
                $        
                   87,340.00

              	
                February
                  25, 2036

              
	
                ZZ

              	
                (2)

              	
                $   
                   7,373,459.27

              	
                February
                  25, 2036

              
	
                P

              	
                (2)

              	
                $             
                   100.00

              	
                February
                  25, 2036

              


      

      ___________________

      
        	(1)  	
                For
                  purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                  the
                  Distribution Date immediately following the maturity date for Loan
                  with
                  the latest maturity date has been designated as the “latest possible
                  maturity date” for each REMIC I Regular
                  Interest.

              


      

       

      
        	(2)  	
                Calculated
                  in accordance with the definition of “Uncertificated REMIC I Pass-Through
                  Rate” herein.

              


      

       

      


      


       

      REMIC
        II

       

       

      As
        provided herein, the Trustee shall elect to treat the segregated pool of
        assets
        consisting of the REMIC I Regular Interests as a REMIC for federal income
        tax
        purposes, and such segregated pool of assets shall be designated as "REMIC
        II".
        Component R-2 of the Class R Certificate shall represent the sole class of
        "residual interests" in REMIC II for purposes of the REMIC Provisions under
        federal income tax law. The following table irrevocably sets forth the
        designations, the Uncertificated REMIC II Pass-Through Rate, the initial
        Uncertificated Principal Balance, and for purposes of satisfying Treasury
        regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
        each of the REMIC II Regular Interests. None of the REMIC II Regular Interests
        will be certificated.

       

      
        	
                REMIC
                  II Regular Interest Designation

              	
                Uncertificated
                  REMIC II Pass-Through Rate

              	
                Initial
                  Uncertificated

                Principal
                  Balance

              	
                Latest

                Possible
                  Maturity(1)

              
	
                A-1-A

              	
                (2)

              	
                $ 
                   84,000,000.00

              	
                February
                  25, 2036

              
	
                A-1-B

              	
                (2)

              	
                $ 
                   50,000,000.00

              	
                February
                  25, 2036

              
	
                A-1-C

              	
                (2)

              	
                $ 
                   41,000,000.00

              	
                February
                  25, 2036

              
	
                A-2-A

              	
                (2)

              	
                $ 200,000,000.00

              	
                February
                  25, 2036

              
	
                A-2-B

              	
                (2)

              	
                $ 
                   75,000,000.00

              	
                February
                  25, 2036

              
	
                A-2-C

              	
                (2)

              	
                $ 
                   75,000,000.00

              	
                February
                  25, 2036

              
	
                A-2-D

              	
                (2)

              	
                $ 
                   24,653,000.00

              	
                February
                  25, 2036

              
	
                A-3

              	
                (2)

              	
                $ 
                   95,000,000.00

              	
                February
                  25, 2036

              
	
                A-4

              	
                (2)

              	
                $ 
                   25,000,000.00

              	
                February
                  25, 2036

              
	
                M-1

              	
                (2)

              	
                $ 
                   18,561,000.00

              	
                February
                  25, 2036

              
	
                M-2

              	
                (2)

              	
                $   
                   8,007,000.00

              	
                February
                  25, 2036

              
	
                M-3

              	
                (2)

              	
                $   
                   6,551,000.00

              	
                February
                  25, 2036

              
	
                M-4

              	
                (2)

              	
                $   
                   6,915,000.00

              	
                February
                  25, 2036

              
	
                M-5

              	
                (2)

              	
                $   
                   8,734,000.00

              	
                February
                  25, 2036

              
	
                P

              	
                (3)

              	
                $      
                   
                  100.00

              	
                February
                  25, 2036

              
	
                CE

              	
                (4)

              	
                $   
                   9,462,463.28

              	
                February
                  25, 2036

              


      

      _________________

       

      (1)      
         For
        purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
        Distribution Date immediately following the maturity date for the Loan with
        the
        latest maturity date has been designated as the “latest possible maturity date”
for each REMIC II Regular Interest.

       

      (2)      
         Calculated
        in accordance with the definition of “Uncertificated REMIC II Pass-Through Rate”
herein.

       

      (3)      
         The
        REMIC
        II Regular Interest P will not accrue interest.

       

      (4)      
         The
        REMIC
        II Regular Interest CE will accrue interest at its Uncertificated REMIC II
        Pass-Through Rate on the Uncertificated Notional Amount of the REMIC II Regular
        Interest CE outstanding from time to time which shall equal the Uncertificated
        Principal Balance of the REMIC I Regular Interests (other than REMIC I Regular
        Interest P). 

      


      


      REMIC
        III

       

      As
        provided herein, the Trustee shall elect to treat the segregated pool of
        assets
        consisting of the REMIC II Regular Interests as a REMIC for federal income
        tax
        purposes, and such segregated pool of assets shall be designated as "REMIC
        III".
        Component R-3 of the Class R Certificate shall represent the sole class of
        "residual interests" in REMIC III for purposes of the REMIC Provisions under
        federal income tax law. The following table irrevocably sets forth the
        designations, the Uncertificated REMIC III Pass-Through Rate, the initial
        Uncertificated Principal Balance, and for purposes of satisfying Treasury
        regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
        each of the REMIC III Regular Interests. None of the REMIC III Regular Interests
        will be certificated.

       

      


      
        	
                REMIC
                  III Regular Interest Designation

              	
                Uncertificated
                  REMIC III Pass-Through Rate

              	
                Initial
                  Uncertificated

                Principal
                  Balance

              	
                Latest

                Possible
                  Maturity(1)

              
	
                A-1-A

              	
                (2)

              	
                $ 
                   84,000,000.00

              	
                February
                  25, 2036

              
	
                A-1-B

              	
                (2)

              	
                $ 
                   50,000,000.00

              	
                February
                  25, 2036

              
	
                A-1-C

              	
                (2)

              	
                $ 
                   41,000,000.00

              	
                February
                  25, 2036

              
	
                A-2-A

              	
                (2)

              	
                $ 200,000,000.00

              	
                February
                  25, 2036

              
	
                A-2-B

              	
                (2)

              	
                $ 
                   75,000,000.00

              	
                February
                  25, 2036

              
	
                A-2-C

              	
                (2)

              	
                $ 
                   75,000,000.00

              	
                February
                  25, 2036

              
	
                A-2-D

              	
                (2)

              	
                $ 
                   24,653,000.00

              	
                February
                  25, 2036

              
	
                A-3

              	
                (2)

              	
                $ 
                   95,000,000.00

              	
                February
                  25, 2036

              
	
                A-4

              	
                (2)

              	
                $ 
                   25,000,000.00

              	
                February
                  25, 2036

              
	
                A-X

              	
                (2)

              	
                (5)

              	
                February
                  25, 2036

              
	
                M-1

              	
                (2)

              	
                $ 
                   18,561,000.00

              	
                February
                  25, 2036

              
	
                M-2

              	
                (2)

              	
                $   
                   8,007,000.00

              	
                February
                  25, 2036

              
	
                M-3

              	
                (2)

              	
                $   
                   6,551,000.00

              	
                February
                  25, 2036

              
	
                M-4

              	
                (2)

              	
                $   
                   6,915,000.00

              	
                February
                  25, 2036

              
	
                M-5

              	
                (2)

              	
                $   
                   8,734,000.00

              	
                February
                  25, 2036

              
	
                P

              	
                (3)

              	
                $             
                   100.00

              	
                February
                  25, 2036

              
	
                CE

              	
                (4)

              	
                $   
                   9,462,463.28

              	
                February
                  25, 2036

              


      

      _________________

       

      (1)      
         For
        purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
        Distribution Date immediately following the maturity date for the Loan with
        the
        latest maturity date has been designated as the “latest possible maturity date”
for each REMIC III Regular Interest.

      (2)      
         Calculated
        in accordance with the definition of “Uncertificated REMIC III Pass-Through
        Rate” herein.

      (3)      
         The
        REMIC
        III Regular Interest P will not accrue interest.

      (4)
               The
        REMIC
        III Regular Interest CE will
        not
        accrue interest on its Uncertificated Principal Balance, but will be entitled
        to
        100% of amounts distributed on REMIC II Regular Interest CE.

      (5)      
         REMIC
        III
        Regular Interest A-X will not have an Uncertificated Principal Balance but
        will
        accrue interest on its uncertificated notional amount as described under
        “Uncertificated Notional Amount” herein.

       

      
 

      REMIC
        IV

       

      As
        provided herein, the Trustee shall elect to treat the segregated pool of
        assets
        consisting of the REMIC III Regular Interests as a REMIC for federal income
        tax
        purposes, and such segregated pool of assets shall be designated as “REMIC IV”.
        Component R-4 of the Class R Certificate shall represent the sole class of
        “residual interests” in REMIC IV for purposes of the REMIC Provisions under
        federal income tax law. The following table irrevocably sets forth the
        designations, the Remittance Rate and initial Certificate Principal Balance
        or
        Notional Amount for each Class of Certificates which, together with the Class
        R-4 Component, constitute the entire beneficial interests in REMIC IV.
        Determined for purposes of satisfying Treasury regulation section
        1.860G-1(a)(4)(iii), the “latest possible maturity date” for each Class of
        Certificates shall be the first Distribution Date that is two years after
        the
        end of the remaining amortization schedule of the Loan in the Mortgage Pool
        that
        has, as of the Closing Date, the longest remaining amortization schedule,
        irrespective of its scheduled maturity:

       

      
        	
                Class
                  Designation

              	
                Initial
                  Certificate Principal Balance or Notional Amount

              	
                Pass-Through
                  Rate

              	
                Assumed
                  Final Maturity Date1 

              
	
                Class
                  A-1-A

              	
                $ 
                  84,000,000.00

              	
                5.4310%
                  (2)

              	
                February
                  25, 2036

              
	
                Class
                  A-1-B

              	
                $ 
                  50,000,000.00

              	
                5.2000%
                  (2)

              	
                February
                  25, 2036

              
	
                Class
                  A-1-C

              	
                $ 
                  41,000,000.00

              	
                5.6650%
                  (2)

              	
                February
                  25, 2036

              
	
                Class
                  A-2-A

              	
                $200,000,000.00

              	
                5.5000%
                  (2)

              	
                February
                  25, 2036

              
	
                Class
                  A-2-B

              	
                $ 
                  75,000,000.00

              	
                5.6000%
                  (2)

              	
                February
                  25, 2036

              
	
                Class
                  A-2-C

              	
                $ 
                  75,000,000.00

              	
                5.5300%
                  (2)

              	
                February
                  25, 2036

              
	
                Class
                  A-2-D

              	
                $ 
                  24,653,000.00

              	
                5.7200%
                  (2)

              	
                February
                  25, 2036

              
	
                Class
                  A-3

              	
                $ 
                  95,000,000.00

              	
                5.8650%
                  (2)

              	
                February
                  25, 2036

              
	
                Class
                  A-4

              	
                $ 
                  25,000,000.00

              	
                5.9450%
                  (2)

              	
                February
                  25, 2036

              
	
                Class
                  A-X-1

              	
                (3)

              	
                0.5623%
                  (2)

              	
                February
                  25, 2036

              
	
                Class
                  A-X-2

              	
                (3)

              	
                0.2982%
                  (2)

              	
                February
                  25, 2036

              
	
                Class
                  A-X

              	
                (3),
                  (4)

              	
                0.5000%
                  (2)

              	
                February
                  25, 2036

              
	
                Class
                  M-1

              	
                $ 
                  18,561,000.00

              	
                5.8200%
                  (2)

              	
                February
                  25, 2036

              
	
                Class
                  M-2

              	
                $   
                  8,007,000.00

              	
                5.8200%
                  (2)

              	
                February
                  25, 2036

              
	
                Class
                  M-3

              	
                $   
                  6,551,000.00

              	
                6.0000%
                  (2)

              	
                February
                  25, 2036

              
	
                Class
                  M-4

              	
                $   
                  6,951,000.00

              	
                6.0000%
                  (2)

              	
                February
                  25, 2036

              
	
                Class
                  M-5

              	
                $   
                  8,734,000.00

              	
                6.0000%
                  (2)

              	
                February
                  25, 2036

              
	
                Class
                  CE

              	
                $   
                  9,462,463.28

              	
                (5)

              	
                February
                  25, 2036

              
	
                Class
                  P

              	
                $                  
                  100

              	
                N/A(6)

              	
                February
                  25, 2036

              


      

      ___________________

      
        	(1)  	
                Solely
                  for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                  the Distribution Date in the month following the
                  maturity date for the Loan with the latest maturity date has been
                  designated as the “latest possible maturity date” for each Class of
                  Certificates.

              


      

       

      
        	(2)  	
                Subject
                  to a rate cap as described herein. In addition, the Pass-Through
                  Rate on
                  the Class A-3, Class A-4, Class M-1, Class M-2, Class M-3, Class
                  M-4 and
                  Class M-5 will increase on the Distribution Date following the
                  first
                  Optional Termination Date as set forth in the definition of “Pass-Through
                  Rate” herein..

              


      

       

      
        	(3)  	
                See
                  the definition of “Notional Amount” herein.


              


      

       

      
        	(4)  	
                The
                  Class A-X Certificates will not have a Certificate Principal Balance,
                  but
                  will be entitled to 100% of amounts distributed on REMIC III Regular
                  Interest A-X.

              


      

       

      
        	(5)  	
                The
                  Class CE Certificates will not accrue interest on its Certificate
                  Principal Balance, but will be entitled to 100% of amounts distributed
                  on
                  REMIC III Regular Interest CE.

              


      

       

      
        	(6)  	
                The
                  Class P Certificates will not accrue
                  interest.

              


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      W
        I T
        N E S S E T H

       

      In
        consideration of the mutual agreements herein contained, the Depositor, the
        Master Servicer, the Securities Administrator and the Trustee agree as
        follows:

       

       

       

      ARTICLE
        I

       

      DEFINITIONS

       

      Section
        1.1  Definitions. 

       

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

       

      Accepted
        Master Servicing Practices:
        With
        respect to any Loan, as applicable, those customary mortgage servicing practices
        of prudent mortgage servicing institutions that master service mortgage loans
        of
        the same type and quality as such Loan in the jurisdiction where the related
        Mortgaged Property is located, to the extent applicable to the Master Servicer
        (except in its capacity as successor to a Servicer). 

       

      Account:
        The
        Distribution Account, the Pre-Funding Account, the Capitalized Interest Account
        and any Protected Account as the context may require.

       

      Addition
        Notice:
        With
        respect to the transfer of Subsequent Loans to the Trust Fund pursuant to
        Section 2.6, a notice of the Depositor’s designation of the Subsequent Loans to
        be sold to the Trust Fund and the aggregate principal balance of such Subsequent
        Loans as of the Subsequent Cut-off Date. The Addition Notice shall be given
        not
        later than five (5) Business Days prior to the related Subsequent Transfer
        Date
        and shall be substantially in the form attached hereto as Exhibit
        D.

       

      Additional
        Disclosure Notification:
        Has the
        meaning set forth in Section 3.29(e) of this Agreement.

       

      Additional
        Form 10-D Disclosure:
        Has the
        meaning set forth in Section 3.29(a) of this Agreement.

       

      Additional
        Form 10-K Disclosure:
        Has the
        meaning set forth in Section 3.29(d) of this Agreement. 

       

      Additional
        Servicer:
        Means
        each affiliate of the Servicer that Services any of the Loans and each Person
        who is not an affiliate of the Servicer, who Services 10% or more of the
        Loans.
        For clarification purposes, the Master Servicer and the Securities Administrator
        are Additional Servicers.

       

      Administration
        Fee Rate:
        With
        respect to each Loan will be equal to the sum of (i) the Servicing Fee Rate,
        (ii) Credit Risk Management Fee Rate and (iii) the rate at which the premium
        payable in connection with any lender paid primary mortgage insurance policy
        is
        calculated, if applicable, as specified in the Mortgage Loan
        Schedule.

       

      Advance:
        Either
        (i) a Monthly Advance made by a Servicer as such term is defined in and pursuant
        to the related Servicing Agreement or (ii) a Monthly Advance made by the
        Master
        Servicer or the Trustee pursuant to Section 4.4.

       

      Adverse
        REMIC Event:
        As
        defined in Section 10.1(f).

       

      Affiliate:
        With
        respect to any specified Person, any other Person controlling or controlled
        by
        or under common control with such specified Person. For the purposes of this
        definition, “control” when used with respect to any specified Person means the
        power to direct the management and policies of such Person, directly or
        indirectly, whether through the ownership of voting securities, by contract
        or
        otherwise, and the terms “controlling” and “controlled” have meanings
        correlative to the foregoing. The Trustee may obtain and rely on an Officer’s
        Certificate of a Servicer or the Depositor to determine whether any Person
        is an
        Affiliate of such party.

       

      Agreement:
        This
        Pooling and Servicing Agreement and all amendments and supplements
        hereto.

       

      Anniversary:
        Each
        anniversary of the Cut-Off Date.

       

      Appraised
        Value:
        The
        amount set forth in an appraisal made by or for the mortgage originator in
        connection with its origination of each Loan.

       

      Allocated
        Realized Loss Amount:
        With
        respect to any Class of Certificates (other than the Class P Certificates)
        and
        any Distribution Date, an amount equal to the sum of any Realized Loss allocated
        to that Class of Certificates on all prior Distribution Dates minus the sum
        of
        all payments in respect of Allocated Realized Loss Amounts distributed to
        that
        Class in connection with any Net Monthly Excess Cashflow on all previous
        Distribution Dates and, with respect to the Class A-3 Certificates, minus
        the
        sum of all amounts paid in respect of principal by the Certificate Insurer
        to
        such Certificates to cover Realized Losses allocated to that Class.

       

      Assignment:
        An
        assignment of the Mortgage, notice of transfer or equivalent instrument,
        in
        recordable form, sufficient under the laws of the jurisdiction where the
        related
        Mortgaged Property is located to reflect of record the sale and assignment
        of
        the Loan to the Trustee, which assignment, notice of transfer or equivalent
        instrument may, if permitted by law, be in the form of one or more blanket
        assignments covering Mortgages secured by Mortgaged Properties located in
        the
        same county.

       

      Assignment
        Agreements:
        Shall
        mean (i) the Assignment, Assumption and Recognition Agreement, dated as of
        January 31, 2006, among the Seller, the Depositor and Wells Fargo, pursuant
        to
        which the Wells Fargo Warranties and Servicing Agreement was assigned to
        the
        Depositor, (ii) the Assignment, Assumption and Recognition Agreement, dated
        as
        of January 31, 2006, among the Seller, the Depositor and Wells Fargo, pursuant
        to which the Wells Fargo Servicing Agreement was assigned to the Depositor,
        (iii) the Assignment, Assumption and Recognition Agreement, dated as of January
        31, 2006, among the Seller, the Depositor and GreenPoint, pursuant to which
        the
        GreenPoint Servicing Agreement was assigned to the Depositor, (iv) the
        Assignment, Assumption and Recognition Agreement, dated as of January 31,
        2006,
        among the Seller, the Depositor and GMAC, pursuant to which the GMAC 2004
        Servicing Agreement was assigned to the Depositor, (v) the Assignment,
        Assumption and Recognition Agreement, dated as of January 31, 2006 among
        the
        Seller, the Depositor and GMAC pursuant to which the GMAC 2005 Servicing
        Agreement was assigned to the Depositor and (vi)
        the
        Assignment, Assumption and Recognition Agreement, dated as of January 31,
        2006,
        among the Seller, the Depositor, Bishop’s Gate Residential Mortgage Trust and
        PHH, pursuant to which the PHH Servicing Agreement was assigned to the
        Depositor.

       

      Authorized
        Denomination:
        With
        respect to the Class A Certificates and the Class M Certificates, minimum
        initial Certificate Principal Balances of $25,000 and integral multiples
        of
        $1.00 in excess thereof. With respect to the Class P Certificates, minimum
        initial Certificate Principal Balances of $20 and integral multiples thereof.
        With respect to the Class CE Certificates, minimum initial Certificate Principal
        Balances of $10,000 and integral multiples of $1.00 in excess thereof. With
        respect to the Class R Certificate, a single denomination of 100%
        Percentage Interest in such Certificate.

       

      Available
        Distribution Amount:
        With
        respect to a Distribution Date, the sum of the following amounts:

       

      (1) the
        total
        amount of all cash received by or on behalf of each Servicer with respect
        to the
        Loans by the Determination Date for such Distribution Date and not previously
        distributed (including Liquidation Proceeds, Insurance Proceeds and Subsequent
        Recoveries and, with respect to any Distribution Date during the Pre-Funding
        Period, any amounts required to be deposited into the Distribution Account
        from
        the Capitalized Interest Account pursuant to this Agreement, and with respect
        to
        the Distribution Date immediately following the termination of the Pre-Funding
        Period, any Remaining Pre-Funded Amount), except:

       

      (a)  all
        Prepaid Monthly Payments;

       

      (b)  all
        Curtailments received after the applicable Prepayment Period, together with
        all
        interest paid by the related Mortgagor in connection with such
        Curtailments;

       

      (c)  all
        Payoffs received after the applicable Prepayment Period, together with all
        interest paid by the related Mortgagor in connection with such
        Payoffs;

       

      (d)  Insurance
        Proceeds, Liquidation Proceeds and Subsequent Recoveries on the Loans received
        after the applicable Prepayment Period;

       

      (e)  all
        amounts which are due and reimbursable to the related Servicer pursuant to
        the
        terms of the related Servicing Agreement or to the Master Servicer, the
        Securities Administrator, the Trustee or the Custodian pursuant to the terms
        of
        this Agreement or the Custodial Agreements;

       

      (f)  the
        Servicing Fee, the Master Servicing Fee and the Credit Risk Management Fee
        for
        each such Loan for such Distribution Date; 

       

      (g)  all
        investment earnings, if any, on amounts on deposit in the Distribution Account
        and each Protected Account; 

       

      (h)  any
        premiums payable in connection with any lender paid primary mortgage insurance
        policies, and

       

      (i)  the
        amount of any Prepayment Charges collected by the related Servicer in connection
        with the Principal Prepayment of any of the Loans.

       

      (2) to
        the
        extent advanced by the related Servicer and/or the Master Servicer and not
        previously distributed, the amount of any Advance made by the related Servicer
        and/or the Master Servicer or Trustee with respect to such Distribution Date
        relating to the Loans;

       

      (3) to
        the
        extent advanced by the related Servicer and/or the Master Servicer and not
        previously distributed, any amount payable as Compensating Interest by the
        related Servicer and/or the Master Servicer on such Distribution Date relating
        to the Loans; and

       

      (4) the
        total
        amount, to the extent not previously distributed, of all cash received by
        the
        Distribution Date by the Trustee or the Master Servicer, in respect of a
        Purchase Obligation under Section 2.3 or any permitted repurchase of a
        Loan.

       

      Bankruptcy
        Loss:
        A loss
        on a Loan as reported by the related Servicer, arising out of (i) a reduction
        in
        the scheduled Monthly Payment for such Loan by a court of competent jurisdiction
        in a case under the United States Bankruptcy Code, other than any such reduction
        that arises out of clause (ii) of this definition of “Bankruptcy Loss,”
including, without limitation, any such reduction that results in a permanent
        forgiveness of principal, or (ii) with respect to any Loan, a valuation,
        by a
        court of competent jurisdiction in a case under such Bankruptcy Code, of
        the
        related Mortgaged Property in an amount less than the then outstanding Principal
        Balance of such Loan.

       

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

       

      Book-Entry
        Certificates:
        The
        Class A Certificates and the Class M Certificates, beneficial ownership and
        transfers of which shall be made through book entries as described in Section
        5.1 and Section 5.3.

       

      Business
        Day:
        Any day
        other than a Saturday, a Sunday, or a day on which banking institutions in
        Maryland, Minnesota or New York are authorized or obligated by law or executive
        order to be closed.

       

      Capitalized
        Interest Account:
        The
        account established and maintained pursuant to Section 3.27.

       

      Capitalized
        Interest Requirement:
        On the
        Closing Date, $874,348, and on any date thereafter, 30-days interest accrued
        on
        the amount in the Pre-Funding Account at the weighted average of the Net
        Mortgage Rates of the Loans.

       

      Certificate:
        Any one
        of the Certificates issued pursuant to this Agreement, executed and
        authenticated by or on behalf of the Securities Administrator hereunder in
        substantially one of the forms set forth in Exhibits A-1, A-2, A-3, A-4,
        A-5,
        A-6, A-7, A-8 and A-9 hereto.

       

      Certificate
        Insurer:
        Financial Security Assurance Inc., a New York stock insurance corporation,
        organized and created under the laws of the State of New York and its successors
        in interest.

       

      Certificate
        Insurer Default:
        As
        defined in Section 12.4(j).

       

      Certificate
        Insurer Premium:
        The
        Policy premium payable pursuant to Section 4.1(a)(i)(A) hereof for each
        Distribution Date in an amount equal to the Certificate Insurer Premium Rate
        accrued for one month, on the basis of a 360-day year consisting of twelve
        30-day months, on the aggregate Certificate Principal Balance of the Insured
        Certificates immediately prior to such Distribution Date.

       

      Certificate
        Insurer Premium Rate:
        The per
        annum rate at which the Certificate Insurer Premium for the Policy is
        calculated, which shall be 0.080% per annum of the Certificate Principal
        Balance
        of the Class A-3 Certificates.

       

      Certificate
        Principal Balance:
        The
        Certificate Principal Balance with respect to a Senior Certificate (other
        than
        the Class A-X-1, Class A-X-2 and Class A-X Certificates, which have no
        Certificate Principal Balance), Class M Certificate or Class P Certificate
        outstanding at any time, represents the then maximum amount that the holder
        of
        such Certificate is entitled to receive as distributions allocable to principal
        from the cash flow on the Loans and the other assets in the Trust Fund. The
        Certificate Principal Balance of a Senior Certificate, Class M Certificate
        or
        Class P Certificate as of any date of determination is equal to the initial
        Certificate Principal Balance of such Certificate reduced by the aggregate
        of
        (i) all amounts allocable to principal previously distributed with respect
        to
        that Certificate; provided, however, that solely for purposes of determining
        the
        Certificate Insurer’s rights as subrogee to the Holders of the Insured
        Certificates, the Certificate Principal Balance of any Insured Certificate
        shall
        be deemed not to be reduced by any principal amounts paid to the Holder thereof
        from payments made by the Certificate Insurer under the Policy, unless such
        amounts have been reimbursed to the Certificate Insurer pursuant to Section
        4.1(a)(i)(C) and 4.1(a)(ii)(B), and (ii) any reductions in the Certificate
        Principal Balance of such Certificate deemed to have occurred in connection
        with
        allocations of Realized Losses, if any, plus any Subsequent Recoveries added
        to
        the Certificate Principal Balance of such Certificate pursuant to Section
        5.4.
        The Certificate Principal Balance of the Class CE Certificates as of any
        date of
        determination is equal to the excess, if any, of (i) the then aggregate
        Principal Balance of the Loans over (ii) the then aggregate Certificate
        Principal Balance of the Senior Certificates, the Class M Certificates and
        the
        Class P Certificates. The initial Certificate Principal Balance of each Class
        of
        Certificates is set forth in the Preliminary Statement hereto. When used
        in
        reference to a Class, the term Certificate Principal Balance means the aggregate
        of the Certificate Principal Balances of all Certificates of such Class,
        and
        when used in reference to a group of Classes (such as the Class A Certificates,
        Senior Certificates and Mezzanine Certificates) shall mean the aggregate
        Certificate Principal Balances of all Classes of Certificates included in
        such
        group.

       

      Certificate
        Register:
        The
        register maintained pursuant to Section 5.3.

       

      Certificateholder
        or Holder:
        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 Depositor, the Master
        Servicer, the Securities Administrator, the Trustee 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. The Trustee or the Securities Administrator may conclusively rely
        upon
        a certificate of the Depositor, the Seller or the Master Servicer in determining
        whether a Certificate is held by an Affiliate thereof. All references herein
        to
“Holders” or “Certificateholders” shall reflect the rights of Certificate Owners
        as they may indirectly exercise such rights through the Depository and
        participating members thereof, except as otherwise specified herein; provided,
        however, that the Trustee or the Securities Administrator shall be required
        to
        recognize as a “Holder” or “Certificateholder” only the Person in whose name a
        Certificate is registered in the Certificate Register. 

       

      Certificate
        Owner:
        With
        respect to a Book-Entry Certificate, the Person who is the beneficial owner
        of
        such Certificate as reflected on the books of the Depository or on the books
        of
        a Depository Participant or on the books of an Indirect Depository
        Participant.

       

      Class:
        All
        Certificates having the same priority and rights to payments from the Available
        Distribution Amount, designated as a separate Class under the heading “REMIC
        III” in the preliminary statement, as set forth in the forms of Certificates
        attached hereto as Exhibits A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8 and A-9,
        as
        applicable.

       

      Class
        A Certificates:
        The
        Class A-1-A, Class A-1-B, Class A-1-C, Class A-2-A, Class A-2-B, Class A-2-C,
        Class A-2-D, Class A-3, Class A-4, Class A-X-1, Class A-X-2 and Class A-X
        Certificates, collectively, and designated as such on the face thereof in
        substantially the forms attached hereto as Exhibits A-1, A-2, A-3, A-4 and
        A-5,
        as applicable.

       

      Class
        A-1 Certificates:
        The
        Class A-1-A, Class A-1-B and Class A-1-C Certificates,
        collectively.

       

      Class
        A-2 Certificates:
        The
        Class A-2-A, Class A-2-B and Class A-2-C and Class A-2-D Certificates,
        collectively.

       

      Class
        M Certificates:
        The
        Class M-1, Class M-2, Class M-3, Class M-4 and Class M-5 Certificates,
        collectively, and designated as such on the face thereof in substantially
        the
        form attached hereto as Exhibit A-6.

       

      Class
        M-1 Principal Distribution Amount:
        The
        Class M-1 Principal Distribution Amount for any Distribution Date is an amount
        equal to the excess of (x) the sum of (i) the aggregate Certificate Principal
        Balance of the Class A Certificates after taking into account the payment
        of the
        Senior Principal Distribution Amount on the Distribution Date and (ii) the
        Certificate Principal Balance of the Class M-1 Certificates immediately prior
        to
        the Distribution Date over (y) the lesser of (A) the product of (i)
        approximately 89.10% and (ii) the aggregate Scheduled Principal Balance of
        the
        Loans as of the last day of the related Due Period (after giving effect to
        scheduled payments of principal due during the related Due Period, to the
        extent
        received or advanced, and unscheduled collections of principal received during
        the related Prepayment Period) and (B) the excess, if any, of the aggregate
        Scheduled Principal Balance of the Loans as of the last day of the related
        Due
        Period (after giving effect to scheduled payments of principal due during
        the
        related Due Period, to the extent received or advanced, and unscheduled
        collections of principal received during the related Prepayment Period) over
        the
        product of (i) 0.50% and (ii) the aggregate principal balance of the Initial
        Loans as of the Cut-Off Date plus amounts on deposit in the Pre-Funding Account
        as of the Closing Date.

       

      Class
        M-2 Principal Distribution Amount:
        The
        Class M-2 Principal Distribution Amount for any Distribution Date is an amount
        equal to the excess of (x) the sum of (i) the aggregate Certificate Principal
        Balance of the Class A Certificates after taking into account the payment
        of the
        Senior Principal Distribution Amount on the Distribution Date, (ii) the
        Certificate Principal Balance of the Class M-1 Certificates after taking
        into
        account the payment of the Class M-1 Principal Distribution Amount on the
        Distribution Date and (iii) the Certificate Principal Balance of the Class
        M-2
        Certificates immediately prior to the Distribution Date over (y) the lesser
        of
        (A) the product of (i) approximately 91.30% and (ii) the aggregate Scheduled
        Principal Balance of the Loans as of the last day of the related Due Period
        (after giving effect to scheduled payments of principal due during the related
        Due Period, to the extent received or advanced, and unscheduled collections
        of
        principal received during the related Prepayment Period) and (B) the excess,
        if
        any, of the aggregate Scheduled Principal Balance of the Loans as of the
        last
        day of the related Due Period (after giving effect to scheduled payments
        of
        principal due during the related Due Period, to the extent received or advanced,
        and unscheduled collections of principal received during the related Prepayment
        Period) over the product of (i) 0.50% and (ii) the aggregate Scheduled Principal
        Balance of the Initial Loans as of the Cut-Off Date plus amounts on deposit
        in
        the Pre-Funding Account as of the Closing Date.

       

      Class
        M-3 Principal Distribution Amount: The
        Class
        M-3 Principal Distribution Amount for any Distribution Date is an amount
        equal
        to the excess of (x) the sum of (i) the aggregate Certificate Principal Balance
        of the Class A Certificates after taking into account the payment of the
        Senior
        Principal Distribution Amount on the Distribution Date, (ii) the Certificate
        Principal Balance of the Class M-1 Certificates after taking into account
        the
        payment of the Class M-1 Principal Distribution Amount on the Distribution
        Date,
        (iii) the Certificate Principal Balance of the Class M-2 Certificates after
        taking into account the payment of the Class M-2 Principal Distribution Amount
        on the Distribution Date and (iv) the Certificate Principal Balance of the
        Class
        M-3 Certificates immediately prior to the Distribution Date over (y) the
        lesser
        of (A) the product of (i) approximately 93.10% and (ii) the aggregate Scheduled
        Principal Balance of the Loans as of the last day of the related Due Period
        (after giving effect to scheduled payments of principal due during the related
        Due Period, to the extent received or advanced, and unscheduled collections
        of
        principal received during the related Prepayment Period) and (B) excess,
        if any,
        of the aggregate Scheduled Principal Balance of the Loans as of the last
        day of
        the related Due Period (after giving effect to scheduled payments of principal
        due during the related Due Period, to the extent received or advanced, and
        unscheduled collections of principal received during the related Prepayment
        Period) over the product of (i) 0.50% and (ii) the aggregate Scheduled Principal
        Balance of the Initial Loans as of the Cut-Off Date plus amounts on deposit
        in
        the Pre-Funding Account as of the Closing Date.

       

      Class
        M-4 Principal Distribution Amount:
        The
        Class M-4 Principal Distribution Amount for any Distribution Date is an amount
        equal to the excess of (x) the sum of (i) the aggregate Certificate Principal
        Balance of the Class A Certificates after taking into account the payment
        of the
        Senior Principal Distribution Amount on the Distribution Date, (ii) the
        Certificate Principal Balance of the Class M-1 Certificates after taking
        into
        account the payment of the Class M-1 Principal Distribution Amount on the
        Distribution Date, (iii) the Certificate Principal Balance of the Class M-2
        Certificates after taking into account the payment of the Class M-2 Principal
        Distribution Amount on the Distribution Date, (iv) the Certificate Principal
        Balance of the Class M-3 Certificates after taking into account the payment
        of
        the Class M-3 Principal Distribution Amount on the Distribution Date and
        (v) the
        Certificate Principal Balance of the Class M-4 Certificates immediately prior
        to
        the Distribution Date over (y) the lesser of (A) the product of (i)
        approximately 95.00% and (ii) the aggregate Scheduled Principal Balance of
        the
        Loans as of the last day of the related Due Period (after giving effect to
        scheduled payments of principal due during the related Due Period, to the
        extent
        received or advanced, and unscheduled collections of principal received during
        the related Prepayment Period) and (B) the excess, if any, of the aggregate
        Scheduled Principal Balance of the Loans as of the last day of the related
        Due
        Period (after giving effect to scheduled payments of principal due during
        the
        related Due Period, to the extent received or advanced, and unscheduled
        collections of principal received during the related Prepayment Period) over
        the
        product of (i) 0.50% and (ii) the aggregate Scheduled Principal Balance of
        the
        Initial Loans as of the Cut-Off Date plus amounts on deposit in the Pre-Funding
        Account as of the Closing Date.

       

      Class
        M-5 Principal Distribution Amount:
        The
        Class M-5 Principal Distribution Amount for any Distribution Date is an amount
        equal to the excess of (x) the sum of (i) the aggregate Certificate Principal
        Balance of the Class A Certificates after taking into account the payment
        of the
        Senior Principal Distribution Amount on the Distribution Date, (ii) the
        Certificate Principal Balance of the Class M-1 Certificates after taking
        into
        account the payment of the Class M-1 Principal Distribution Amount on the
        Distribution Date, (iii) the Certificate Principal Balance of the Class M-2
        Certificates after taking into account the payment of the Class M-2 Principal
        Distribution Amount on the Distribution Date, (iv) the Certificate Principal
        Balance of the Class M-3 Certificates after taking into account the payment
        of
        the Class M-3 Principal Distribution Amount on the Distribution Date, (v)
        the
        Certificate Principal Balance of the Class M-4 Certificates after taking
        into
        account the payment of the Class M-4 Principal Distribution Amount on the
        Distribution Date and (vi) the Certificate Principal Balance of the Class
        M-5
        Certificates immediately prior to the Distribution Date over (y) the lesser
        of
        (A) the product of (i) approximately 97.40% and (ii) the aggregate Scheduled
        Principal Balance of the Loans as of the last day of the related Due Period
        (after giving effect to scheduled payments of principal due during the related
        Due Period, to the extent received or advanced, and unscheduled collections
        of
        principal received during the related Prepayment Period) and (B) the excess,
        if
        any, of, the aggregate Scheduled Principal Balance of the Loans as of the
        last
        day of the related Due Period (after giving effect to scheduled payments
        of
        principal due during the related Due Period, to the extent received or advanced,
        and unscheduled collections of principal received during the related Prepayment
        Period) over the product of (i) 0.50% and (ii) the aggregate Scheduled Principal
        Balance of the Initial Loans as of the Cut-Off Date plus amounts on deposit
        in
        the Pre-Funding Account as of the Closing Date.

       

      Class
        R Certificate:
        The
        Certificate designated as “Class R” on the face thereof in substantially the
        form attached hereto as Exhibit A-9, which has been designated as the sole
        Class
        of “residual interests” in REMIC I, REMIC II, REMIC III, REMIC IV, respectively,
        pursuant to Section 2.4.

       

      Class
        R Certificateholder:
        The
        registered Holder of the Class R Certificate.

       

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

       

      Closing
        Date:
        January 31, 2006.

       

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

       

      Compensating
        Interest:
        For any
        Distribution Date and (i) each Servicer, as set forth in the related Servicing
        Agreement and (ii) the Master Servicer, the amount described in Section
        3.21.

       

      Component
        R-1:
        The
        uncertificated residual interest in REMIC I.

       

      Component
        R-2:
        The
        uncertificated residual interest in REMIC II.

       

      Component
        R-3:
        The
        uncertificated residual interest in REMIC III.

       

      Component
        R-4:
        The
        uncertificated residual interest in REMIC IV.

       

      Controlling
        Person:
        Means,
        with respect to any Person, any other Person who “controls” such Person within
        the meaning of the Securities Act.

       

      Corporate
        Trust Office:
        The
        principal corporate trust office of the Trustee or the Securities Administrator,
        as the case may be, at which at any particular time its corporate trust business
        in connection with this Agreement shall be administered, which office at
        the
        date of the execution of this instrument is located at (i) with respect to
        the
        Trustee, HSBC Bank USA, National Association, 452 Fifth Avenue, New York,
        New
        York 10018, or at such other address as the Trustee may designate from time
        to
        time by notice to the Certificateholders, the Depositor, the Master Servicer
        and
        the Securities Administrator, or (ii) with respect to the Securities
        Administrator, (A) for Certificate transfer and surrender purposes, Wells
        Fargo
        Bank, National Association, Sixth Street and Marquette Avenue, Minneapolis,
        Minnesota 55479, Attention: DBALT 2006-AB1 and (B) for all other purposes,
        Wells
        Fargo Bank, National Association, 9062 Old Annapolis Road, Columbia, Maryland
        21045, Attention: DBALT 2006-AB1, or at such other address as the Securities
        Administrator may designate from time to time by notice to the
        Certificateholders, the Depositor, the Master Servicer and the
        Trustee.

       

      Corresponding
        Certificate:
        With
        respect to each REMIC III Regular Interest, the Certificate with the
        corresponding designation.

       

      Corresponding
        Interest:
        With
        respect to each REMIC I Regular Interest, the REMIC II Regular Interest with
        the
        corresponding designation. With respect to each REMIC II Regular Interest,
        the
        REMIC III Regular Interest with the corresponding designation.

       

      Credit
        Enhancement Percentage:
        for any
        Distribution Date is the percentage obtained by dividing (x) the aggregate
        Certificate Principal Balance of the Subordinate Certificates (which includes
        the Overcollateralization Amount) by (y) the aggregate principal balance
        of the
        Loans (including amounts on deposit in the pre-funding account), calculated
        after taking into account distributions of principal on the Loans and
        distribution of the Principal Distribution Amount to the holders of the
        Certificates then entitled to distributions of principal on the Distribution
        Date.

       

      Credit
        Risk Management Agreement or Credit Risk Management Agreements:
        Each
        agreement between the Credit Risk Manager and a Servicer or the Master Servicer,
        regarding the loss mitigation and advisory services to be provided by the
        Credit
        Risk Manager.

       

      Credit
        Risk Management Fee:
        The
        amount payable to the Credit Risk Manager on each Distribution Date as
        compensation for all services rendered by it in the exercise and performance
        of
        any and all powers and duties of the Credit Risk Manager under any Credit
        Risk
        Management Agreement, which amount shall equal one twelfth of the product
        of (i)
        the Credit Risk Management Fee Rate multiplied by (ii) the Scheduled Principal
        Balance of the Loans and any related REO Properties as of the first day of
        the
        related Due Period.

       

      Credit
        Risk Management Fee Rate:
        0.009%
        per annum.

       

      Credit
        Risk Manager:
        Clayton
        Fixed Income Services Inc., a Colorado corporation formerly known as The
        Murrayhill Company, and its successors and assigns.

       

      Curtailment:
        Any
        voluntary payment of principal on a Loan, made by or on behalf of the related
        Mortgagor, other than a Monthly Payment, a Prepaid Monthly Payment or a Payoff,
        which is applied to reduce the outstanding Principal Balance of the
        Loan.

       

      Curtailment
        Shortfall:
        With
        respect to any Distribution Date and any Curtailment received during the
        related
        Prepayment Period, an amount equal to one month’s interest on such Curtailment
        at the applicable Mortgage Interest Rate on such Loan, net of the related
        Servicing Fee Rate.

       

      Custodial
        Agreement:
        Either
        (i) the DBNT Custodial Agreement or (ii) the Wells Fargo Custodial
        Agreement.

       

      Custodian:
        DBNT or
        Wells Fargo or any other custodian appointed under any custodial agreement
        entered into after the date of this Agreement.

       

      Cut-Off
        Date:
        January
        1, 2006; except that with respect to each Substitute Loan, the Cut-Off Date
        shall be the date of substitution.

       

      DBNT:
        Deutsche Bank National Trust Company, a national banking association, or
        its
        successor in interest.

       

      DBNT
        Custodial Agreement:
        The
        Custodial Agreement, dated as of January 1, 2006, among the Trustee, DBNT
        and
        GMAC, as may be amended from time to time.

       

      Definitive
        Certificates:
        As
        defined in Section 5.3.

       

      Deleted
        Loan:
        A Loan
        replaced or to be replaced by a Substitute Loan.

       

      Delinquency
        Percentage:
        As of
        the last day of the related Due Period, the percentage equivalent of a fraction,
        the numerator of which is the Principal Balance of all Loans that, as of
        the
        last day of the previous calendar month, are 60 or more days delinquent,
        are in
        foreclosure, have been converted to REO Properties or have been discharged
        by
        reason of bankruptcy, and the denominator of which is the aggregate Principal
        Balance of the Loans and REO Properties as of the last day of the previous
        calendar month.

       

      Depositor:
        Deutsche Alt-A Securities, Inc., a Delaware corporation, or its
        successor-in-interest.

       

      Depository:
        The
        Depository Trust Company, or any successor Depository hereafter named. The
        nominee of the initial Depository, for purposes of registering those
        Certificates that are to be Book-Entry Certificates, is CEDE & Co. The
        Depository shall at all times be a “clearing corporation” as defined in Section
        8-102(3) of the Uniform Commercial Code of the State of New York and a Clearing
        Agency.

       

      Depository
        Agreement:
        The
        Letter of Representations, dated January 29, 2006 by and among the
        Depository, the Depositor and the Trustee.

       

      Depository
        Participant:
        A
        broker, dealer, bank, other financial institution or other Person for whom
        the
        Depository effects book-entry transfers and pledges of securities deposited
        with
        the Depository.

       

      Determination
        Date:
        With
        respect to each Servicer, the day of the month set forth as the Determination
        Date in the related Servicing Agreement. With respect to Article IX hereto,
        the
        fifteenth (15th) day of the month or if such day is not a Business Day, the
        Business Day immediately following such fifteenth (15th) day.

       

      Disqualified
        Organization:
        A
“disqualified organization” as defined in Section 860E(e)(5) of the Code, and,
        for purposes of Article V herein, any Person which is not a Permitted
        Transferee; provided, that a Disqualified Organization does not include any
        Pass-Through Entity which owns or holds a Class R Certificate and if which
        a
        Disqualified Organization, directly or indirectly, may be a stockholder,
        partner
        or beneficiary.

       

      Distribution
        Account:
        The
        trust account or accounts created and maintained by the Securities Administrator
        pursuant to Section 3.23 for the benefit of the Certificateholders and the
        Certificate Insurer and designated “Wells Fargo Bank, N.A., as Securities
        Administrator, in trust for registered holders of Deutsche Alt-B Securities
        Mortgage Loan Trust, Series 2006-AB1”. Funds in the Distribution Account shall
        be held in trust for the Certificateholders and the Certificate Insurer for
        the
        uses and purposes set forth in this Agreement. The Distribution Account must
        be
        an Eligible Account.

       

      Distribution
        Account Deposit Date:
        With
        respect to any Distribution Date, the Business Day prior to such Distribution
        Date.

       

      Distribution
        Date:
        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 February 27, 2006.

       

      Due
        Date:
        The
        first day of each calendar month, which is the day on which the Monthly Payment
        for each Loan is due, exclusive of any days of grace. The “related Due Date” for
        any Distribution Date is the Due Date immediately preceding such Distribution
        Date.

       

      Due
        Period: With
        respect to any Distribution Date and the Loans, the period commencing on
        the
        second day of the month immediately preceding the month in which such
        Distribution Date occurs and ending on the first day of the month in which
        such
        Distribution Date occurs.

       

      Eligible
        Account:
        Any
        account or accounts held and established by the Securities Administrator
        in
        trust for the Certificateholders at any Eligible Institution.

       

      Eligible
        Institution:
        An
        institution having (i) the highest short-term debt rating, and one of the
        two
        highest long-term debt ratings of each Rating Agency, (ii) with respect to
        the
        Distribution Account, an unsecured long-term debt rating of at least one
        of the
        two highest unsecured long-term debt ratings of each Rating Agency, or (iii)
        the
        approval of each Rating Agency.

       

      Eligible
        Investments:
        Any one
        or more of the following obligations or securities payable on demand or having
        a
        scheduled maturity on or before the Business Day preceding the following
        Distribution Date (or, with respect to the Distribution Account maintained
        with
        the Securities Administrator, having a scheduled maturity on or before the
        following Distribution Date; provided that, such Eligible Investments shall
        be
        managed by, or an obligation of, the institution that maintains the Distribution
        Account if such Eligible Investments mature on the Distribution Date),
        regardless of whether any such obligation is issued by the Depositor, the
        applicable Servicer, the Trustee, the Master Servicer, the Securities
        Administrator or any of their respective Affiliates and having at the time
        of
        purchase, or at such other time as may be specified, the required ratings,
        if
        any, provided for in this definition:

       

      (a) direct
        obligations of, or guaranteed as to full and timely payment of principal
        and
        interest by, the United States or any agency or instrumentality thereof,
        provided, that such obligations are backed by the full faith and credit of
        the
        United States of America;

       

      (b) direct
        obligations of, or guaranteed as to timely payment of principal and interest
        by,
        Freddie Mac, Fannie Mae or the Federal Farm Credit System, provided, that
        any
        such obligation, at the time of purchase or contractual commitment providing
        for
        the purchase thereof, is qualified by each Rating Agency as an investment
        of
        funds backing securities rated “AAA” in the case of S&P and Moody’s (the
        initial rating of the Class A Certificates);

       

      (c) demand
        and time deposits in or certificates of deposit of, or bankers’ acceptances
        issued by, any bank or trust company, savings and loan association or savings
        bank, provided, that the short-term deposit ratings and/or long-term unsecured
        debt obligations of such depository institution or trust company (or in the
        case
        of the principal depository institutions in a holding company system, the
        commercial paper or long-term unsecured debt obligations of such holding
        company) have, in the case of commercial paper, the highest rating available
        for
        such securities by each Rating Agency and, in the case of long-term unsecured
        debt obligations, one of the two highest ratings available for such securities
        by each Rating Agency, or in each case such lower rating as will not result
        in
        the downgrading or withdrawal of the rating or ratings then assigned to any
        Class of Certificates by any Rating Agency but in no event less than the
        initial
        rating of the Senior Certificates;

       

      (d) general
        obligations of or obligations guaranteed by any state of the United States
        or
        the District of Columbia receiving one of the two highest long-term debt
        ratings
        available for such securities by each Rating Agency, or such lower rating
        as
        will not result in the downgrading or withdrawal of the rating or ratings
        then
        assigned to any Class of Certificates by any Rating Agency;

       

      (e) commercial
        or finance company paper (including both non-interest-bearing discount
        obligations and interest-bearing obligations payable on demand or on a specified
        date not more than one year after the date of issuance thereof) that is rated
        by
        each Rating Agency in its highest short-term unsecured rating category at
        the
        time of such investment or contractual commitment providing for such investment,
        and is issued by a corporation the outstanding senior long-term debt obligations
        of which are then rated by each Rating Agency in one of its two highest
        long-term unsecured rating categories, or such lower rating as will not result
        in the downgrading or withdrawal of the rating or ratings then assigned to
        any
        Class of Certificates by any Rating Agency but in no event less than the
        initial
        rating of the Senior Certificates;

       

      (f) guaranteed
        reinvestment agreements issued by any bank, insurance company or other
        corporation rated in one of the two highest rating levels available to such
        issuers by each Rating Agency at the time of such investment, provided, that
        any
        such agreement must by its terms provide that it is terminable by the purchaser
        without penalty in the event any such rating is at any time lower than such
        level;

       

      (g) repurchase
        obligations with respect to any security described in clause (a) or (b) above
        entered into with a depository institution or trust company (acting as
        principal) meeting the rating standards described in (c) above;

       

      (h) securities
        bearing interest or sold at a discount that are issued by any corporation
        incorporated under the laws of the United States of America or any State
        thereof
        and rated by each Rating Agency in one of its two highest long-term unsecured
        rating categories at the time of such investment or contractual commitment
        providing for such investment; 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 Distribution Account to
        exceed 20% of the aggregate principal amount of all Eligible Investments
        then
        held in the Distribution Account;

       

      (i) units
        of
        taxable money market funds (including those for which the Trustee, the
        Securities Administrator, the Master Servicer or any affiliate thereof receives
        compensation with respect to such investment) which funds have been rated
        by
        each Rating Agency rating such fund in its highest rating category or which
        have
        been designated in writing by each Rating Agency as Eligible Investments
        with
        respect to this definition;

       

      (j) if
        previously confirmed in writing to the Trustee and the Securities Administrator,
        any other demand, money market or time deposit, or any other obligation,
        security or investment, as may be acceptable to each Rating Agency as a
        permitted investment of funds backing securities having ratings equivalent
        to
        the initial rating of the Class A Certificates; and

       

      (k) such
        other obligations as are acceptable as Eligible Investments to each Rating
        Agency;

       

      provided,
        however, that such instrument continues to qualify as a “cash flow investment”
pursuant to Code Section 860G(a)(6) and that no instrument or security shall
        be
        an Eligible Investment if (i) such instrument or security evidences a right
        to
        receive only interest payments or (ii) the right to receive principal and
        interest payments derived from the underlying investment provides a yield
        to
        maturity in excess of 120% of the yield to maturity at par of such underlying
        investment.

       

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

       

      Exchange
        Act:
        The
        Securities Exchange Act of 1934, as amended, and the rules and regulations
        thereunder.

       

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

       

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

       

      Form
        8-K Disclosure Information:
        Has the
        meaning set forth in Section 3.29(b) of this Agreement.

       

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

       

      GMAC:
        GMAC
        Mortgage Corporation, or any successor thereto.

       

      GMAC
        2004 Servicing Agreement:
        The
        Servicing Agreement, dated as of April 1, 2004, as amended by Amendment Number
        One, dated December 29, 2005, between the Seller and GMAC and as modified
        pursuant to the related Assignment Agreement.

       

      GMAC
        2005 Servicing Agreement:
        The
        Servicing Agreement, dated as of April 25, 2005, as amended by Amendment
        Number
        One, dated December 29, 2005, between the Seller and GMAC and as modified
        pursuant to the related Assignment Agreement.

       

      GreenPoint:
        GreenPoint Mortgage Funding, Inc. or any successor thereto.

       

      GreenPoint
        Servicing Agreement:
        The
        Amended and Restated Master Mortgage Loan Purchase and Servicing Agreement,
        dated as of January 1, 2005, between the Seller and GreenPoint, as amended
        by
        Amendment Number One, dated as of April 8, 2005, Amendment Number Two, dated
        as
        of June 30, 2005 and Amendment Number Three, dated as of October 7, 2005,
        each
        between the Seller and GreenPoint (as modified pursuant to the related
        Assignment Agreement).

       

      Guaranteed
        Distribution:
        means,
        with respect to any Distribution Date, (i) the amount, if any, by which the
        amount
        available to be paid as interest to the Insured Certificates, pursuant to
        the
        priority of payment set forth in Section 4.01 of this Agreement, is less
        than
        the related Senior Interest Distribution Amount for the Insured Certificates,
        (ii) the amount of any Realized Losses allocated to the Insured Certificates
        for
        such Distribution Date and (iii) without duplication of amounts included
        in (ii)
        above, to the extent unpaid on the Last Scheduled Distribution Date, after
        payment of all other amounts due to the Insured Certificates, the remaining
        Certificate Principal Balance of the Class A-3 Certificates, in each case
        in
        accordance with the original terms of the Certificates when issued and without
        regard to any amendments or modifications of the Certificates or this Agreement
        except amendments or modifications to which the Certificate Insurer has given
        its prior written consent. Guaranteed
        Distributions shall not include, nor shall coverage be provided under the
        Policy
        in respect of, any taxes, withholding or other charges imposed by any
        governmental authority due in connection with the payment of any Guaranteed
        Distribution to a Holder, any Relief Act Interest Shortfalls, any Prepayment
        Interest Shortfalls or any Net WAC Rate Carryover Amounts that may be incurred
        on or that may be payable to the Insured Certificates. Guaranteed
        Distributions does not include (x) any portion of a Guaranteed Distribution
        due
        to holders of the Insured Certificates because a notice and Certificate in
        proper form as required by Policy was not timely received by the Certificate
        Insurer and (y) any portion of a Guaranteed Distribution due to holders of
        the
        Insured Certificates representing interest on any unpaid interest accrued
        from
        and including the date of payment by the Certificate Insurer of the amount
        of
        such unpaid interest. 

       

      Independent:
        When
        used with respect to any specified Person, any such Person who (i) is in
        fact
        independent of the Depositor, each Servicer, the Master Servicer, the Securities
        Administrator and the Certificate Insurer, (ii) does not have any direct
        financial interest or any material indirect financial interest in the Depositor,
        any Servicer, the Master Servicer, the Securities Administrator or the
        Certificate Insurer or any Affiliate of any such party and (iii) is not
        connected with the Depositor, any Servicer, the Master Servicer, the Securities
        Administrator or the Certificate Insurer as an officer, employee, promoter,
        underwriter, trustee, partner, director or person performing similar functions.
        When used with respect to any accountants, a Person who is “independent” within
        the meaning of Rule 2-01(B) of the Securities and Exchange Commission’s
        Regulation S-X. Independent means, when used with respect to any other Person,
        a
        Person who (A) is in fact independent of another specified Person and any
        affiliate of such other Person, (B) does not have any material direct or
        indirect financial interest in such other Person or any affiliate of such
        other
        Person, (C) is not connected with such other Person or any affiliate of such
        other Person as an officer, employee, promoter, underwriter, Securities
        Administrator, partner, director or Person performing similar functions and
        (D)
        is not a member of the immediate family of a Person defined in clause (B)
        or (C)
        above.

       

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

       

      Insurance
        Proceeds:
        Proceeds of any title policy, hazard policy, mortgage guaranty policy or
        other
        insurance policy covering a Loan, to the extent such proceeds are not to
        be
        applied to the restoration of the related Mortgaged Property or released
        to the
        Mortgagor in accordance with the applicable Servicing Agreement.

       

      Insured Certificates:
        The
        Class A-3 Certificates.

       

      Interest
        Accrual Period:
        With
        respect to the Class A Certificates (other than the Class A-1-B Certificates),
        the Class M Certificates and the Class CE Certificates, the calendar month
        preceding the month in which that Distribution Date occurs. The Interest
        Accrual
        Period for the Class A-1-B Certificates will be (i) with respect to the first
        Distribution Date, the period commencing on January 25, 2006 and ending on
        February 24, 2006 and (ii) with respect to any Distribution Date thereafter,
        the
        period commencing on the Distribution Date in the month immediately preceding
        the month in which that Distribution Date occurs and ending on the day preceding
        that Distribution Date. Interest on the Certificates will be calculated based
        on
        a 360-day year consisting of twelve 30-day months. With respect to any
        Distribution Date and the Class CE Certificates and the REMIC I Regular
        Interests, the one-month period ending on the last day of the calendar month
        immediately preceding the month in which such Distribution Date
        occurs.

       

      Interest
        Carry Forward Amount:
        With
        respect to any Distribution Date and any Class of Class A Certificates or
        Class
        M Certificates, the sum of (i) the amount,
        if any, by which (a) the Interest Distribution Amount for such Class of
        Certificates as of the immediately preceding Distribution Date exceeded (b)
        the
        actual amount distributed on such Class of Certificates in respect of interest
        on such immediately preceding Distribution Date and (ii) the amount of any
        Interest Carry Forward Amount for such Class of Certificates remaining unpaid
        from the previous Distribution Date, plus accrued interest on such sum
        calculated at the related Pass-Through Rate for the most recently ended Interest
        Accrual Period.

       

      Interest
        Distribution Amount:
        On any
        Distribution Date, for any Class of Certificates (other than the Class P
        Certificates and the Class R Certificates), the amount of interest accrued
        during the related Interest Accrual Period on the Certificate Principal Balance
        or Notional Amount of that Class which shall be an amount, not less than
        zero,
        equal to (a) the product of (1) 1/12th of the Pass-Through Rate for such
        Class
        and (2) the Certificate Principal Balance or Notional Amount, as applicable,
        for
        such Class before giving effect to allocations of Realized Losses in connection
        with such Distribution Date or distributions to be made on such Distribution
        Date, reduced
        by
        (b)
        Uncompensated Interest Shortfalls allocated to such Class pursuant to Section
        1.2 and the interest portion of Realized Losses allocated to such Class pursuant
        to Section 1.2.

       

      Interest
        Remittance Amount:
        For any
        Distribution Date, the sum of the following amounts:

       

      (1) all
        interest received by or on behalf of each Servicer with respect to the Loans
        by
        the Determination Date for such Distribution Date and not previously
        distributed;

       

      (2) all
        Advances in respect of interest made by a Servicer and/or the Master Servicer
        with respect to Loans for that Distribution Date;

       

      (3) any
        amounts paid as Compensating Interest on the Loans by a Servicer and/or the
        Master Servicer for that Distribution Date; 

       

      (4) the
        interest portions of the total amount deposited in the Distribution Account
        in
        connection with a Purchase Obligation under Section 2.3 or any permitted
        repurchase of a Loan; and

       

      (5) the
        interest portions of the Termination Price;

       

      minus
        the
        sum of the following amounts:

       

      (1) the
        interest portion of all Prepaid Monthly Payments;

       

      (2) the
        interest portion of all Curtailments received after the related Prepayment
        Period, together with all interest paid by the related Mortgagor in connection
        with such Curtailments;

       

      (3) the
        interest portion of all Payoffs received after the related Prepayment Period,
        together with all interest paid by the related Mortgagor in connection with
        such
        Payoffs;

       

      (4) all
        amounts (other than Advances in respect of principal) reimbursable to a Servicer
        pursuant to the terms of the related Servicing Agreement or to the Master
        Servicer, the Securities Administrator, the Trustee or the Custodians pursuant
        to this Agreement or the Custodial Agreements; and

       

      (5) the
        Servicing Fee, the Master Servicing Fee and the Credit Risk Management Fee
        for
        each Loan and any premiums payable in connection with any lender paid primary
        mortgage insurance policies for the related Due Period.

       

      Investment
        Withdrawal Distribution Date:
        As
        defined in Section 3.23(c).

       

      Issuing
        Entity:
        Deutsche Alt-B Securities Mortgage Loan Trust, Series 2006-AB1.

       

      Late Payment Rate:
        The per
        annum rate of interest, publicly announced from time to time by JPMorgan
        Chase
        Bank, N.A at its principal office in the City of New York as its prime or
        base
        lending rate (any change in such rate of interest to be effective on the
        date
        such change is announced by JPMorgan Chase Bank, N.A.) plus 3%..

       

      Last
        Scheduled Distribution Date:
        The
        Distribution Date in February 2036. 

       

      Liquidated
        Loan:
        A Loan
        as to which the related Servicer has determined in accordance with its customary
        servicing practices that all amounts which it expects to recover from or
        on
        account of such Loan, whether from Insurance Proceeds, Liquidation Proceeds
        or
        otherwise, have been recovered. For purposes of this definition, acquisition
        of
        a Mortgaged Property by the Trust Fund shall not constitute final liquidation
        of
        the related Loan.

       

      Liquidation
        Proceeds:
        The
        amount (other than Insurance Proceeds or amounts received in respect of the
        rental of any REO Property prior to REO Disposition) received by the applicable
        Servicer pursuant to the related Servicing Agreement or the Master Servicer
        in
        connection with (i) the taking of all or a part of a Mortgaged Property by
        exercise of the power of eminent domain or condemnation, (ii) the liquidation
        of
        a defaulted Loan through a trustee’s sale, foreclosure sale or otherwise, or
        (iii) the repurchase, substitution or sale of a Loan or an REO Property pursuant
        to or as contemplated by Section 2.3 or Section 9.1.

       

      Loan
        Documents:
        The
        documents evidencing or relating to each Loan delivered to the Custodian
        under
        the Custodial Agreement on behalf of the Trustee.

       

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

       

      
        	 	
                (i)

              	
                the
                  loan number of the Loan and name of the related
                  Mortgagor;

              


      

       

      
        	 	
                (ii)

              	
                the
                  street address of the Mortgaged Property including city, state
                  and zip
                  code;

              


      

       

      
        	 	
                (iii)

              	
                the
                  Mortgage Interest Rate as of the Cut-Off
                  Date;

              


      

       

      
        	 	
                (iv)

              	
                the
                  original term and maturity date of the related Mortgage
                  Note;

              


      

       

      
        	 	
                (v)

              	
                the
                  original Principal Balance;

              


      

       

      
        	 	
                (vi)

              	
                the
                  first payment date;

              


      

       

      
        	 	
                (vii)

              	
                the
                  Monthly Payment in effect as of the Cut-Off
                  Date;

              


      

       

      
        	 	
                (viii)

              	
                the
                  date of the last paid installment of
                  interest;

              


      

       

      
        	 	
                (ix)

              	
                the
                  unpaid Principal Balance as of the close of business on the Cut-Off
                  Date;

              


      

       

      
        	 	
                (x)

              	
                the
                  Loan-to-Value ratio at origination;

              


      

       

      
        	 	
                (xi)

              	
                the
                  type of property and the Original Value of the Mortgaged
                  Property;

              


      

       

      
        	 	
                (xii)

              	
                whether
                  a primary mortgage insurance policy is in effect as of the Cut-Off
                  Date;
                  

              


      

       

      
        	(xiii)     
                  	
                the
                  nature of occupancy at origination;


              


      

       

      
        	(xiv)     
                  	
                a
                  code indicating whether the Loan is subject to Prepayment Charge,
                  the term
                  of such Prepayment Charge and the amount of such Prepayment
                  Charge;

              


      

       

      
        	(xv)      
                  	
                the
                  Servicer;

              


      

       

      
        	(xvi)     
                  	
                the
                  Servicing Fee Rate; and

              


      

       

      
        	(xvii)    
                  	
                the
                  Custodian.

              


      

       

      Loans:
        The
        Mortgages and the related Mortgage Notes, each transferred and assigned to
        the
        Trustee pursuant to the provisions hereof as from time to time are held as
        part
        of the Trust Fund, as so identified in the Loan Schedule. Each of the Loans
        is
        referred to individually in this Agreement as a “Loan”. After each Subsequent
        Transfer Date, Loans shall include any Subsequent Loans transferred to the
        Trust
        on such Subsequent Transfer Date.

       

      Loan-to-Value
        Ratio:
        The
        original principal amount of a Loan divided by the Original Value; however,
        references to “current Loan-to-Value Ratio” shall mean the then current
        Principal Balance of a Loan divided by the Original Value.

       

      Marker
        Rate:
        With
        respect to the REMIC II Regular Interest CE and any Distribution Date, a
        per
        annum rate equal to two (2) times the weighted average of the Uncertificated
        REMIC I Pass-Through Rate for each of REMIC I Regular Interest A-1-A, REMIC
        I
        Regular Interest A-1-B, REMIC I Regular Interest A-1-C, REMIC I Regular Interest
        A-2-A, REMIC I Regular Interest A-2-B, REMIC I Regular Interest A-2-C, REMIC
        I
        Regular Interest A-2-D, REMIC I Regular Interest A-3, REMIC I Regular Interest
        A-4, REMIC I Regular Interest M-1, Regular I Interest M-2, Regular I Regular
        Interest M-3, Regular I Regular Interest M-4, Regular I Regular Interest
        M-5 and
        Regular I Regular Interest ZZ, with the rate on each such REMIC I Regular
        Interest (other than REMIC I Regular Interest ZZ) subject to a cap equal
        to the
        Uncertificated REMIC II Pass-Through Rate for the Corresponding Interest,
        and
        with the rate on REMIC I Regular Interest ZZ subject to a cap of zero for
        the
        purpose of this calculation.

       

      Master
        Servicer:
        As of
        the Closing Date, Wells Fargo Bank, N.A. and thereafter, its respective
        successors in interest who meet the qualifications of this Agreement. The
        Master
        Servicer and the Securities Administrator shall at all times be the same
        Person.

       

      Master
        Servicer Event of Default:
        One or
        more of the events described in Section 7.1 hereof.

       

      Master
        Servicing Compensation: As
        defined in Section 3.14(a).

       

      Master
        Servicing Fee:
        As to
        each Loan and any Distribution Date, an amount equal to one twelfth of the
        product of the Master Servicing Fee Rate multiplied by the Scheduled Principal
        Balance of such Loan as of the Due Date in the month preceding the month
        of such
        Distribution Date.

       

      Master
        Servicing Fee Rate:
        0.000%
        per annum.

       

      Mezzanine
        Certificates:
        The
        Class M-1, Class M-2, Class M-3, Class M-4 and Class M-5
        Certificates.

       

      Monthly
        Advance:
        As to
        any Loan or REO Property, any advance made by a Servicer in respect of any
        Determination Date or in respect of any Distribution Date by a successor
        Servicer (including the Master Servicer) or by the Master Servicer or Trustee
        pursuant to Section 4.4 of this Agreement (which advances shall not include
        principal or interest shortfalls due to bankruptcy proceedings or application
        of
        the Relief Act or similar state or local laws).

       

      Monthly
        Payment:
        The
        scheduled payment of principal and interest on a Loan which is due on any
        Due
        Date for such Loan after giving effect to any reduction in the amount of
        interest collectible from any Mortgagor pursuant to the Relief Act.

       

      Moody’s:
        Moody’s
        Investors Service, Inc. or its successor in interest.

       

      Mortgage:
        The
        mortgage, deed of trust or other instrument creating a first lien on, or
        first
        priority security interest in, a Mortgaged Property securing a Mortgage
        Note.

       

      Mortgage
        File:
        The
        Loan Documents pertaining to a particular Loan.

       

      Mortgage
        Interest Rate:
        For any
        Loan, the per annum rate at which interest accrues on such Loan pursuant
        to the
        terms of the related Mortgage Note without regard to any reduction thereof
        as a
        result of the Relief Act.

       

      Mortgage
        Loan Purchase Agreement:
        The
        Mortgage Loan Purchase Agreement dated as of January 31, 2006, between the
        Depositor and the Seller, a copy of which is attached hereto as Exhibit J
        hereto.

       

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

       

      Mortgage
        Pool:
        All of
        the Loans.

       

      Mortgaged
        Property:
        With
        respect to any Loan, the real property, together with improvements thereto,
        securing the indebtedness of the Mortgagor under the related Loan.

       

      Mortgagor:
        The
        obligor on a Mortgage Note.

       

      Net
        Monthly Excess Cashflow:
        With
        respect to any Distribution Date, the sum of (i) any Overcollateralization
        Reduction Amount and (ii) the excess of (x) the Available Distribution Amount
        for the Distribution Date over (y) the sum for the Distribution Date of the
        aggregate of the Senior Interest Distribution Amounts payable to the holders
        of
        the Senior Certificates, the
        aggregate of the Interest Distribution Amounts payable to the holders of
        the
        Class M Certificates, the Principal Remittance Amount, the Certificate Insurer
        Premium and any Reimbursement Amounts payable to the Certificate
        Insurer.

       

      Net
        Mortgage Rate:
        For each
        Loan and for any date of determination, a per annum rate equal to the Mortgage
        Interest Rate for such Loan less the Administration Fee Rate.

       

      Net
        WAC Pass-Through Rate:
        for any
        Distribution Date and the Class A Certificates and Class M Certificates is
        a
        rate per annum equal to a fraction, expressed as a percentage, the numerator
        of
        which is the amount of interest which accrued on the Loans during the related
        Interest Accrual Period minus (i) the Administration Fee Rate and (ii) with
        respect to the Class A-3 Certificates, the Certificate Insurer Premium, in
        each
        case for such Distribution Date times 12, and the denominator of which is
        the
        aggregate Scheduled Principal Balance of the Loans as of the last day of
        the
        immediately preceding Due Period (or as of the Cut-Off Date with respect
        to the
        first Distribution Date), after giving effect to Payoffs and Curtailments
        received during the related Prepayment Period.

       

      Net
        WAC Rate Carryover Amount:
        with
        respect to any Class A Certificate (other than the Class A-X-1, Class A-X-2
        and
        Class A-X Certificates) or any Class M Certificate and any Distribution Date
        on
        which the related Pass-Through Rate is limited to the Net WAC Pass-Through
        Rate,
        an amount equal to the sum of (i) the excess of (x) the amount of interest
        such
        Class A Certificate or Class M Certificate would have been entitled to receive
        on such Distribution Date if the Net WAC Pass-Through Rate had not been
        applicable to such Certificate on such Distribution Date over (y) the amount
        of
        interest accrued on such Distribution Date at the Net WAC Pass-Through Rate
        plus
        (ii) the related Net WAC Rate Carryover Amount for the previous Distribution
        Date not previously distributed, together with interest thereon at a rate
        equal
        to the related Pass-Through Rate for such Class of Certificates for the most
        recently ended Interest Accrual Period determined without taking into account
        the Net WAC Pass-Through Rate.

       

      Nonrecoverable
        Advance:
        With
        respect to any Loan, any Advance or Servicing Advance which the related Servicer
        shall have determined to be a Nonrecoverable Advance as defined in and pursuant
        to the related Servicing Agreement, or which the Master Servicer shall have
        determined to be nonrecoverable pursuant to Section 4.4, respectively, and
        which
        was or is proposed to be made by such Servicer or the Master
        Servicer.

       

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

       

      Notional
        Amount:
        With
        respect to any Distribution Date and (i) the Class A-X-1 Certificates, the
        aggregate Certificate Principal Balance of the Class A-1-A, Class A-1-B and
        Class A-2-A Certificates, (ii) the Class A-X-2 Certificates, the aggregate
        Certificate Principal Balance of the Class A-1-C, Class A-2-B, Class A-2-C,
        Class A-2-D, Class A-3 and Class A-4 Certificates and (ii) the Class A-X
        Certificates, the aggregate Certificate Principal Balance of the Class A-1,
        Class A-2, Class A-3 and Class A-4 Certificates. 

       

      For
        federal income tax purposes, the Class A-X-1 Certificates shall not have
        a
        Notional Amount but will represent beneficial ownership of three REMIC IV
        Regular Interests: REMIC IV Regular Interest A-1-A, REMIC IV Regular Interest
        A-1-B and REMIC IV Regular Interest A-2-A. REMIC IV Regular Interest A-1-A
        shall
        have a Notional Amount equal to the Uncertificated Principal Balance of REMIC
        III Regular Interest A-1-A. REMIC IV Regular Interest A-2-B shall have a
        Notional Amount equal to REMIC III Regular Interest A-1-B. REMIC IV Regular
        Interest A-2-A shall have a Notional Amount equal to REMIC III Regular Interest
        A-2-A. 

       

      For
        federal income tax purposes, the Class A-X-2 Certificates will not have a
        Notional Amount but will represent beneficial ownership of six REMIC IV Regular
        Interests: REMIC IV Regular Interest A-1-C, REMIC IV Regular Interest A-2-B,
        REMIC IV Regular Interest A-2-C, REMIC IV Regular Interest A-2-D, REMIC IV
        Regular Interest A-3 and REMIC IV Regular Interest A-4. REMIC IV Regular
        Interest A-1-C shall have a Notional Amount equal to the Uncertificated
        Principal Balance of REMIC III Regular Interest A-1-C. REMIC IV Regular Interest
        A-2-B shall have a Notional Amount equal to the Uncertificated Principal
        Balance
        of REMIC III Regular Interest A-2-B. REMIC IV Regular Interest A-2-C shall
        have
        a Notional Amount equal to the Uncertificated Principal Balance of REMIC
        III
        Regular Interest A-2-C. REMIC IV Regular Interest A-2-D shall have a Notional
        Amount equal to the Uncertificated Principal Balance of REMIC III Regular
        Interest A-2-D. REMIC IV Regular Interest A-3 shall have a Notional Amount
        equal
        to the Uncertificated Principal Balance of REMIC III Regular Interest A-3.
        REMIC
        IV Regular Interest A-4 shall have a Notional Amount equal to the Uncertificated
        Principal Balance of REMIC III Regular Interest A-4. The Class CE Certificates
        will not have a Notional Amount but, immediately prior to any Distribution
        Date,
        shall be entitled to 100% of the amounts distributed on REMIC III Regular
        Interest CE.

       

      Officer’s
        Certificate:
        With
        respect to any Person, a certificate signed by the Chairman of the Board,
        the
        President or a Vice-President, however denominated, of such Person (or, in
        the
        case of a Person which is not a corporation, signed by the person or persons
        having like responsibilities), and delivered to the Trustee.

       

      Opinion
        of Counsel:
        A
        written opinion of counsel, who may, without limitation, be salaried counsel
        for
        the Depositor, a Servicer, the Securities Administrator or the Master Servicer
        acceptable to the Trustee, except that any opinion of counsel relating to
        (a)
        the qualification of any REMIC as a REMIC or (b) compliance with the REMIC
        Provisions must be an opinion of Independent counsel.

       

      Optional
        Termination Date:
        The
        Distribution Date on which the aggregate Scheduled Principal Balance of the
        Loans (and REO Properties acquired in respect thereof) remaining in the Trust
        Fund as of the last day of the related Due Period is reduced to less than
        or
        equal to 10% of the aggregate Scheduled Principal Balance of the Initial
        Loans
        as of the Cut-Off Date and the amount on deposit into the Pre-Funding Account
        on
        the Closing Date.

       

      Original
        Capitalized Interest Amount:
        The
        amount deposited by the Depositor in the Capitalized Interest Account on
        the
        Closing Date, which amount is $874,348.00.

       

      Original
        Pre-Funded Amount:
        The
        amount deposited by the Depositor in the Pre-Funding Account on the Closing
        Date, which amount is $76,708,360.

       

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

       

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

       

      Overcollateralization
        Amount:
        With
        respect to any Distribution Date following the Closing Date will be an amount
        by
        which the aggregate Scheduled Principal Balance of the Loans (which includes
        any
        Subsequent Loans which have been transferred to the Trust Fund prior to such
        Distribution Date) and the Remaining Pre-Funded Amount immediately following
        the
        Distribution Date exceeds the sum of the Certificate Principal Balances of
        the
        Senior Certificates (other than the Class A-X-1, Class A-X-2 and Class A-X
        Certificates), the Class M Certificates and the Class P Certificates after
        taking into account distribution of the Principal Distribution Amount on
        such
        Distribution Date.

       

      Overcollateralization
        Increase Amount:
        With
        respect to any Distribution Date, the amount, if any, by which the Required
        Overcollateralization Amount exceeds the Overcollateralization Amount
        (calculated for this purpose only after assuming that 100% of the Principal
        Remittance Amount on such Distribution Date has been distributed).

       

      Overcollateralization
        Reduction Amount:
        With
        respect to any Distribution Date, the lesser of (i) the Principal Remittance
        Amount and (ii) the excess, if any, of (a) the Overcollateralization Amount
        for
        such Distribution Date (calculated for this purpose only after assuming that
        100% of the Principal Remittance Amount on such Distribution Date has been
        distributed) over (b) the Required Overcollateralization Amount; provided
        however that on any Distribution Date on which a Trigger Event is in effect,
        the
        Overcollateralization Reduction Amount shall equal zero.

       

      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 pledge.

       

      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:
        The
        Pass-Through Rate on the Class A-1-A Certificates will be a rate per annum
        equal
        to the lesser of (i) 5.431% and (ii) the Net WAC Pass-Through Rate for the
        Distribution Date. The Pass-Through Rate on the Class A-1-B Certificates
        will be
        a rate per annum equal to the lesser of (i) 5.200% and (ii) the Net WAC
        Pass-Through Rate for the Distribution Date. The Pass-Through Rate on the
        Class
        A-1-C Certificates will be a rate per annum equal to the lesser of (i) 5.665%
        and (ii) the Net WAC Pass-Through Rate for the Distribution Date. The
        Pass-Through Rate on the Class A-2-A Certificates will be a rate per annum
        equal
        to the lesser of (i) 5.500% and (ii) the Net WAC Pass-Through Rate for the
        Distribution Date. The Pass-Through Rate on the Class A-2-B Certificates
        will be
        a rate per annum equal to the lesser of (i) 5.600% and (ii) the Net WAC
        Pass-Through Rate for the Distribution Date. The Pass-Through Rate on the
        Class
        A-2-C Certificates will be a rate per annum equal to the lesser of (i) 5.530%
        and (ii) the Net WAC Pass-Through Rate for the Distribution Date. The
        Pass-Through Rate on the Class A-2-D Certificates will be a rate per annum
        equal
        to the lesser of (i) 5.720% and (ii) the Net WAC Pass-Through Rate for the
        Distribution Date. The Pass-Through Rate on the Class A-3 Certificates will
        be a
        rate per annum equal to the lesser of (i) 5.865% in the case of each
        Distribution Date through and including the Optional Termination Date or
        6.365%
        in the case of any Distribution Date thereafter and (ii) the Net WAC
        Pass-Through Rate for the Distribution Date. The Pass-Through Rate on the
        Class
        A-4 Certificates will be a rate per annum equal to the lesser of (i) 5.945%
        in
        the case of each Distribution Date through and including the Optional
        Termination Date or 6.445% in the case of any Distribution Date thereafter
        and
        (ii) the Net WAC Pass-Through Rate for the Distribution Date.

       

      The
        Pass-Through Rate on the Class A-X-1 Certificates will be a rate per annum
        equal
        to the excess, if any, of (i) the lesser of (a) 6.000% and (b) the Net WAC
        Pass-Through Rate for the Distribution Date over (ii) the weighted average
        Pass-Through Rates on the Class A-1-A, Class A-1-B and Class A-2-A Certificates,
        weighted on the basis of the Certificate Principal Balance of each such Class.
        The Pass-Through Rate on the Class A-X-2 Certificates will be a rate per
        annum
        equal to the excess, if any, of (i) the lesser of (a) 6.000% and (b) the
        Net WAC
        Pass-Through Rate for the Distribution Date over (ii) the weighted average
        Pass-Through Rates on the Class A-1-C, Class A-2-B, Class A-2-C, Class A-2-D,
        Class A-3 and Class A-4 Certificates, weighted on the basis of the Certificate
        Principal Balance of each such Class. The Pass-Through Rate on the Class
        A-X
        Certificates will be a rate per annum equal to the excess, if any, of (i)
        the
        lesser of (a) 6.500% and (b) the Net WAC Pass-Through Rate for the Distribution
        Date over (ii) 6.000%.

       

      For
        federal income tax purposes, however, the Class A-X-1 will not have a
        Pass-Through Rate but will represent beneficial ownership of three REMIC
        IV
        Regular Interests: REMIC IV Regular Interests A-1-A, A-1-B and A-2-A (each
        an
        interest only regular interest in REMIC IV). REMIC IV Regular Interest A-1-A
        shall have a Pass-Through Rate equal to the excess, if any, of (i) the lesser
        of
        (a) 6.000% and (b) the Uncertificated REMIC III Pass-Through Rate on REMIC
        III
        Regular Interest A-1-A over (ii) the Pass-Through Rate on the Class A-1-A
        Certificates. REMIC IV Regular Interest A-1-B shall have a Pass-Through Rate
        equal to the excess, if any, of (i) the lesser of (a) 6.000% and (b) the
        Uncertificated REMIC III Pass-Through Rate on REMIC III Regular Interest
        A-1-B
        over (ii) the Pass-Through Rate on the Class A-1-B Certificates. REMIC IV
        Regular Interest A-2-A shall have a Pass-Through Rate equal to the excess,
        if
        any, of (i) the lesser of (a) 6.000% and (b) the Uncertificated REMIC III
        Pass-Through Rate on REMIC III Regular Interest A-2-A over (ii) the Pass-Through
        Rate on the Class A-2-A Certificates.

       

      For
        federal income tax purposes, however, the Class A-X-2 will not have a
        Pass-Through Rate but will represent beneficial ownership of six REMIC IV
        Regular Interests: REMIC IV Regular Interests A-1-C, A-2-B, A-2-C, A-2-D,
        A-3
        and A-4 (each an interest only regular interest in REMIC IV). REMIC IV Regular
        Interest A-1-C shall have a Pass-Through Rate equal to the excess, if any,
        of
        (i) the Uncertificated REMIC III Pass-Through Rate on REMIC III Regular Interest
        A-1-C over (ii) the Pass-Through Rate on the Class A-1-C Certificates. REMIC
        IV
        Regular Interest A-2-B shall have a Pass-Through Rate equal to the excess,
        if
        any, of (i) the Uncertificated REMIC III Pass-Through Rate on REMIC III Regular
        Interest A-2-B over (ii) the Pass-Through Rate on the Class A-2-B Certificates.
        REMIC IV Regular Interest A-2-C shall have a Pass-Through Rate equal to the
        excess, if any, of (i) the Uncertificated REMIC III Pass-Through Rate on
        REMIC
        III Regular Interest A-2-C over (ii) the Pass-Through Rates on the Class
        A-2-C
        Certificate. REMIC IV Regular Interest A-2-D shall have a Pass-Through Rate
        equal to the excess, if any, of (i) the Uncertificated REMIC III Pass-Through
        Rate on REMIC III Regular Interest A-2-D over (ii) the Pass-Through Rate
        on the
        Class A-2-D Certificates. REMIC IV Regular Interest A-3 shall have a
        Pass-Through Rate equal to the excess, if any, of (i) the Uncertificated
        REMIC
        III Pass-Through Rate on REMIC III Regular Interest A-3 over (ii) the
        Pass-Through Rate on the Class A-3 Certificates. REMIC IV Regular Interest
        A-4
        shall have a Pass-Through Rate equal to the excess, if any, of (i) the
        Uncertificated REMIC III Pass-Through Rate on REMIC III Regular Interest
        A-4
        over (ii) the Pass-Through Rate on the Class A-4 Certificates.

       

      For
        federal income tax purposes, the Class A-X will not have a Pass-Through Rate
        but
        shall be entitled to 100% of the amounts distributed on REMIC III Regular
        Interest A-X.

       

      The
        Pass-Through Rate on the Class M-1 Certificates will be a rate per annum
        equal
        to the lesser of (i) 5.820% in the case of each Distribution Date through
        and
        including the Optional Termination Date or 6.320% in the case of any
        Distribution Date thereafter and (ii) the Net WAC Pass-Through Rate for the
        Distribution Date. The Pass-Through Rate on the Class M-2 Certificates will
        be a
        rate per annum equal to the lesser of (i) 5.820% in the case of each
        Distribution Date through and including the Optional Termination Date or
        6.320%
        in the case of any Distribution Date thereafter and (ii) the Net WAC
        Pass-Through Rate for the Distribution Date. The Pass-Through Rate on the
        Class
        M-3 Certificates will be a rate per annum equal to the lesser of (i) 6.000%
        in
        the case of each Distribution Date through and including the Optional
        Termination Date or 6.500% in the case of any Distribution Date thereafter
        and
        (ii) the Net WAC Pass-Through Rate for the Distribution Date. The Pass-Through
        Rate on the Class M-4 Certificates will be a rate per annum equal to the
        lesser
        of (i) 6.000% in the case of each Distribution Date through and including
        the
        Optional Termination Date or 6.500% in the case of any Distribution Date
        thereafter and (ii) the Net WAC Pass-Through Rate for the Distribution Date.
        The
        Pass-Through Rate on the Class M-5 Certificates will be a rate per annum
        equal
        to the lesser of (i) 6.000% in the case of each Distribution Date through
        and
        including the Optional Termination Date or 6.500% in the case of any
        Distribution Date thereafter and (ii) the Net WAC Pass-Through Rate for the
        Distribution Date.

       

      With
        respect to the Class CE Certificates, the Class CE Certificates will not
        accrue
        interest on their Certificate Principal Balance, but will be entitled to
        100% of
        amounts distributed on REMIC III Regular Interest CE.

       

      Payoff:
        Any
        voluntary payment of principal on a Loan by a Mortgagor equal to the entire
        outstanding Principal Balance of such Loan, if received in advance of the
        last
        scheduled Due Date for such Loan and is not accompanied by scheduled interest
        due on any date or dates in any month or months subsequent to the month of
        such
        payment-in-full.

       

      PCAOB:
         Means
        the
        Public Company Accounting Oversight Board.

       

      Percentage
        Interest:
        With
        respect to any Class of Certificates (other than the Residual Certificates)
        and
        any date of determination, the undivided percentage ownership in such Class
        evidenced by such Certificate, expressed as a percentage, the numerator of
        which
        is the initial Certificate Principal Balance or Notional Amount represented
        by
        such Certificate and the denominator of which is the aggregate initial
        Certificate Principal Balance or Notional Amount of all of the Certificates
        of
        such Class. Each Certificate is issuable only in minimum Percentage Interests
        corresponding to the Authorized Denomination of the related Class of
        Certificates; provided, however, that a single Certificate of each such Class
        of
        Certificates may be issued having a Percentage Interest corresponding to
        the
        remainder of the aggregate initial Certificate Principal Balance or Notional
        Amount of such Class or to an otherwise Authorized Denomination for such
        Class
        plus such remainder. With respect to any Residual Certificate, the undivided
        percentage ownership in such Class evidenced by such Certificate, is as set
        forth on the face of such Certificate. 

       

      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 or 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 under Section 775 of the
        Code,
        (vi) any Person from whom the Trustee or the Securities Administrator 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 Depositor based upon an Opinion of Counsel that the
        transfer of an Ownership Interest in a Residual Certificate to such Person
        may
        cause any REMIC created hereunder 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
        Freddie Mac, a majority of its board of directors is not selected by such
        governmental unit.

       

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

       

      PHH:
        PHH
        Corporation, or any successor thereto.

       

      PHH
        Servicing Agreement:
        Mortgage Loan Flow Purchase, Sale & Servicing Agreement, dated as of
        December 1, 2005 among PHH, Bishop’s Gate Residential Mortgage Trust and the
        Seller.

       

      Plan:
        As
        defined in Section 5.3.

       

      Policy:
        The
        Financial Guaranty Insurance Policy No. 51714-N issued by the Certificate
        Insurer in respect of the Insured Certificates, including any endorsements
        thereto.

       

      Policy
        Payments Account:
        The
        account created and maintained by the Securities Administrator pursuant to
        Section 12.4 hereof, which shall be entitled “Wells Fargo Bank, N.A, as
        Securities Administrator, in trust for the registered holders of Deutsche
        Bank
        Alt-B Securities Mortgage Loan Trust, Series 2006-AB1, Mortgage Pass-Through
        Certificates, Class A-3 Certificates.” The Policy Payments Account must be an
        Eligible Account.

       

      Plan
        Assets:
        As
        defined in Section 5.3.

       

      Pre-Funding
        Account:
        The
        account established and maintained pursuant to Section 3.26.

       

      Pre-Funding
        Period:
        The
        period from the Closing Date until the earlier of (i) the date on which the
        amounts on deposit in the Pre-Funding Account (exclusive of investment income)
        is reduced to zero or (ii) March 31, 2006.

       

      Prepaid
        Monthly Payment:
        Any
        Monthly Payment received prior to its scheduled Due Date, which is intended
        to
        be applied to a Loan on its scheduled Due Date and held in the related Protected
        Account until the related Servicer Remittance Date following its scheduled
        Due
        Date.

       

      Prepayment
        Charge:
        With
        respect to any Principal Prepayment, any prepayment premium, penalty or charge
        payable by a Mortgagor in connection with any Principal Prepayment on a Loan
        pursuant to the terms of the related Mortgage Note, as set forth on the
        Prepayment Charge Schedule.

       

      Prepayment
        Charge Schedule:
        As of
        any date, the list of Loans providing for a Prepayment Charge included in
        the
        Trust Fund on such date, attached hereto as Schedule Two (including the
        prepayment charge summary attached thereto). The Depositor shall deliver
        or
        cause the delivery of the Prepayment Charge Schedule to the Master Servicer,
        the
        Trustee and the Credit Risk Manager on the Closing Date. The Prepayment Charge
        Schedule shall set forth the following information with respect to each
        Prepayment Charge:

       

      
        	 	
                (i)

              	
                the
                  Loan identifying number;

              


      

       

      
        	 	
                (ii)

              	
                a
                  code indicating the type of Prepayment
                  Charge;

              


      

       

      
        	 	
                (iii)

              	
                the
                  date on which the first Monthly Payment was due on the related
                  Mortgaged
                  Loan;

              


      

       

      
        	 	
                (iv)

              	
                the
                  term of the related Prepayment
                  Charge;

              


      

       

      
        	 	
                (v)

              	
                the
                  original Principal Balance of the related Loan;
                  and

              


      

       

      
        	 	
                (vi)

              	
                the
                  Principal Balance of the related Loan as of the Cut-Off
                  Date.

              


      

       

      Prepayment
        Interest Shortfall:
        For any
        Distribution Date and any Loan on which a Payoff was made by a Mortgagor
        during
        the related Prepayment Period, an amount equal to one month’s interest at the
        applicable Net Mortgage Rate on such Loan less the amount of interest actually
        paid by the Mortgagor with respect to such Payoff.

       

      Prepayment
        Period:
        With
        respect to each Servicer, as set forth in the related Servicing
        Agreement.

       

      Principal
        Balance:
        For any
        Loan and at the time of any determination, the principal balance of such
        Loan
        remaining to be paid at the close of business on the Cut-Off Date or Subsequent
        Cut-Off Date, as applicable, after deduction of all principal payments due
        on or
        before the Cut-Off Date or Subsequent Cut-Off Date, as applicable, whether
        or
        not received, reduced by the principal portion of all amounts received with
        respect to such Loan after the Cut-Off Date or Subsequent Cut-Off Date, as
        applicable, and distributed or to be distributed to Certificateholders through
        the Distribution Date in the month of such determination. In the case of
        a
        Substitute Loan, “Principal Balance” shall mean, at the time of any
        determination, the principal balance of such Substitute Loan on the related
        Cut-Off Date, or Subsequent Cut-Off Date, as applicable, reduced by the
        principal portion of all amounts received with respect to such Loan after
        the
        Cut-Off Date or Subsequent Cut-Off Date, as applicable, and distributed or
        to be
        distributed to Certificateholders through the Distribution Date in the month
        of
        determination. The Principal Balance of a Liquidated Loan shall be zero.
        

       

      Principal
        Distribution Amount:
        For any
        Distribution Date is the sum of (i) the Principal Remittance Amount for such
        Distribution Date plus (ii) any Overcollateralization Increase Amount
minus
        (iii)
        the amount of any Overcollateralization Reduction Amount for such Distribution
        Date and any amounts payable or reimbursable therefrom to the Servicers,
        the
        Trustee, the Custodians, the Master Servicer or the Securities Administrator
        prior to distributions being made on the Certificates. In no event will the
        Principal Distribution Amount with respect to any Distribution Date be (x)
        less
        than zero or (y) greater than the then outstanding aggregate Certificate
        Principal Balance of the Certificates.

       

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

       

      Principal
        Remittance Amount:
        With
        respect to any Distribution Date, the sum of the following amounts:

       

      (1) the
        total
        amount of all principal received by or on behalf of each Servicer with respect
        to the Loans by the Determination Date for such Distribution Date and not
        previously distributed (including Liquidation Proceeds, Insurance Proceeds
        and
        Subsequent Recoveries and, with respect to any Distribution Date immediately
        following the termination of the Pre-Funding Period, any Remaining Pre-Funded
        Amount);

       

      (2) all
        Advances in respect of principal made by a Servicer and/or the Master Servicer
        with respect to Loans for that Distribution Date;

       

      (3) the
        principal portions of the total amount deposited in the Distribution Account
        in
        connection with a Purchase Obligation under Section 2.3 or any permitted
        repurchase of a Loan; and

       

      (5) the
        principal portions of the Termination Price;

       

      minus,
        the sum of the following amounts:

       

      (1) the
        principal portion of all Prepaid Monthly Payments;

       

      (2) the
        principal portion of all Curtailments received after the related Prepayment
        Period, excluding all interest paid by the Mortgagors in connection with
        such
        Curtailments;

       

      (3) the
        principal portion of all Payoffs received after the related Prepayment Period,
        excluding all interest paid by the Mortgagors in connection with such
        Payoffs;

       

      (4) the
        principal portion of Liquidation Proceeds, Insurance Proceeds, and Subsequent
        Recoveries received on the Loans after the related Prepayment
        Period;

       

      (5) all
        Advances in respect of principal to a Servicer pursuant to the terms of the
        related servicing agreement or to the Master Servicer, the Securities
        Administrator, the Trustee or the Custodians pursuant to the terms of this
        Agreement or the Custodial Agreements; and

       

      (6)
        all
        other amounts reimbursable to a Servicer pursuant to the terms of the related
        Servicing Agreement or to the Master Servicer, the Securities Administrator,
        the
        Trustee or the Custodians pursuant to the terms of this Agreement or the
        Custodial Agreements for the related Due Period to the extent not reimbursed
        from the Interest Remittance Amount for the related Due Period.

       

      Protected
        Account:
        An
        account or accounts established and maintained for the benefit of the
        Certificateholders by each Servicer with respect to the related Loans and
        with
        respect to REO Property pursuant to the applicable Servicing
        Agreement.

       

      Purchase
        Obligation:
        An
        obligation of the Depositor or the Seller to repurchase Loans under the
        circumstances and in the manner provided in Section 2.3.

       

      Purchase
        Price:
        With
        respect to any Loan to be purchased pursuant to a Purchase Obligation, or
        any
        Loan to be purchased or repurchased relating to an REO Property, and as
        confirmed by an Officers’ Certificate from the Master Servicer to the Trustee
        and the Securities Administrator, an amount equal to the sum of (i) 100%
        of the
        Principal Balance thereof as of the date of purchase (or in the case of an
        REO
        Property being purchased as provided in Section 9.1, 100% of the fair
        market value of such REO Property, such valuation to be conducted by an
        appraiser mutually agreed upon between the Terminator and the Securities
        Administrator, in their reasonable discretion), (ii) in the case of (x) a
        Loan,
        accrued interest on such Principal Balance at the applicable Net Mortgage
        Rate
        from the date interest was last paid by the related Mortgagor or the date
        an
        Advance by the applicable Servicer or the Master Servicer, which payment
        or
        Advance had as of the date of purchase been distributed pursuant to Section
        4.1,
        through the end of the calendar month in which the purchase is to be effected
        and (y) an REO Property, the sum of (1) accrued interest on such Principal
        Balance at the applicable Net Mortgage Rate from the date interest was last
        paid
        by the related Mortgagor or the date an Advance by the applicable Servicer
        or
        the Master Servicer through the end of the calendar month immediately preceding
        the calendar month in which such REO Property was acquired, plus (2) REO
        Imputed
        Interest for such REO Property for each calendar month commencing with the
        calendar month in which such REO Property was acquired and ending with the
        calendar month in which such purchase is to be effected, net of the total
        of all
        net rental income, Insurance Proceeds, Liquidation Proceeds and Advances
        that as
        of the date of purchase had been distributed as or to cover REO Imputed Interest
        in accordance with the applicable Servicing Agreement, (iii) any unreimbursed
        Servicing Advances and Advances (including Nonrecoverable Advances) and any
        unpaid Servicing Fees or Master Servicing Fees allocable to such Loan or
        REO
        Property and any amounts due and owing to the Trustee, the Certificate Insurer,
        the Custodians, the Servicers, the Master Servicer and the Securities
        Administrator as of the Optional Termination Date and (iv) in the case of
        a Loan
        required to be purchased pursuant to Section 2.3, expenses reasonably incurred
        or to be incurred by the Master Servicer, the Servicers, the Trustee or the
        Securities Administrator in respect of the breach or defect giving rise to
        a
        Purchase Obligation and any costs and damages incurred by the Trust Fund
        in
        connection with any violation by any such Loan of any predatory or abusive
        lending law. 

       

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

       

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

       

      Realized
        Loss:
        For any
        Distribution Date and any Loan which became a Liquidated Loan during the
        related
        Prepayment Period, the sum of (i) the Principal Balance of such Loan remaining
        outstanding (after all recoveries of principal, including net Liquidation
        Proceeds, have been applied thereto) and the principal portion of Advances
        which
        have been reimbursed with respect to such Loan, and (ii) the accrued interest
        on
        such Loan remaining unpaid and the interest portion of Advances which have
        been
        reimbursed from Liquidation Proceeds with respect to such Loan. The amounts
        described in clause (i) shall be the principal portion of Realized Losses
        and
        the amounts described in clause (ii) shall be the interest portion of Realized
        Losses. For any Distribution Date and any Loan which is not a Liquidated
        Loan,
        the amount of any Bankruptcy Loss incurred with respect to such Loan as of
        the
        related Due Date shall be treated as a Realized Loss.

       

      Record
        Date:
        With
        respect to each Distribution Date and the Certificates, other than Class
        A-1-B
        Certificates, the last Business Day of the month immediately preceding the
        month
        of the related Distribution Date; with respect to the Class A-1-B Certificates,
        the Business Day preceding the related Distribution Date. 

       

      Regular
        Interest Certificates:  The
        Certificates (other than the Class R Certificates, Class A-X-1 Certificates
        and
        Class A-X-2 Certificates), REMIC IV Regular Interests A-1-A, A-1-B, A-2-A
        (each
        beneficially owned by the holders of the Class A-X-1 Certificates) and REMIC
        IV
        Regular Interests A-1-C, A-2-B, A-2-C, A-2-D, A-3 and A-4 (each beneficially
        owned by the holders of the Class A-X-2 Certificates).

       

      Regulation
        AB:
        Means
        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, and subject
        to
        such clarification and interpretation as have been provided by the Commission
        in
        the adopting release (Asset-Backed Securities, Securities Act Release No.
        33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
        Commission, or as may be provided by the Commission or its staff from time
        to
        time.

       

      Reimbursement
        Amount:
        As to
        any Distribution Date, the aggregate of any payments made with respect to
        the
        Class A-3 Certificates by the Certificate Insurer under the Policy to the
        extent
        not previously reimbursed, plus interest at the Late Payment Rate, plus any
        other amounts owing to the Certificate Insurer under this
        Agreement.

       

      Relevant
        Servicing Criteria:
        Means
        the Servicing Criteria applicable to the various parties, as set forth on
        Exhibit M attached hereto. For clarification purposes, multiple parties can
        have
        responsibility for the same Relevant Servicing Criteria. With respect to
        a
        Servicing Function Participant engaged by the Master Servicer, the Securities
        Administrator, the Trustee or the Servicer, the term “Relevant Servicing
        Criteria” may refer to a portion of the Relevant Servicing Criteria applicable
        to such parties.

       

      Relief
        Act:
        The
        Servicemembers Civil Relief Act, or similar state or local laws.

       

      Relief
        Act Interest Shortfall:
        With
        respect to any Distribution Date and a Loan, the reduction in the amount
        of
        interest collectible on such Loan for the most recently ended calendar month
        immediately preceding such Distribution Date as a result of the application
        of
        the Relief Act.

       

      Remaining
        Pre-Funded Amount:
        With
        respect to any Distribution Date, an amount equal to the Original Pre-Funded
        Amount minus the amount equal to 100% of the aggregate Scheduled Principal
        Balance (as of the Subsequent Cut-Off Date) of the Subsequent Loans transferred
        to the Trust Fund during the Pre-Funding Period.

       

      REMIC:
        A “real
        estate mortgage investment conduit” within the meaning of Section 860D of the
        Code.

       

      REMIC
        I:
        The
        segregated pool of assets, with respect to which a REMIC election is to be
        made,
        consisting of: (i) the Loans (exclusive of payments of principal and interest
        due on or before the Cut-off Date, if any, received by the Master Servicer
        which
        shall not constitute an asset of the Trust Fund) as from time to time are
        subject to this Agreement and all payments under and proceeds of the Loans
        (exclusive of any Prepayment Charges and late payment fees received on the
        Loans), together with all documents included in the related Mortgage File,
        subject to Section 2.1; (ii) such funds or assets as from time to time are
        deposited in the related Distribution Account in respect of a Loan and belonging
        to the Trust Fund; (iii) any REO Property in respect of a Loan; (iv) the
        primary
        hazard insurance policies, if any, the primary insurance policies, if any,
        and
        all other insurance policies with respect to the Loans; and (v) the Depositor’s
        interest in respect of the representations and warranties made by the Seller
        in
        the Mortgage Loan Purchase Agreement as assigned to the Trustee pursuant
        to
        Section 2.1 hereof. The assets of REMIC I shall specifically exclude the
        Pre-Funding Account, the Capitalized Interest Account and the Reserve
        Fund.

       

      REMIC
        I Interest Loss Allocation Amount:
        With
        respect to any Distribution Date, an amount equal to (a) the product of (i)
        the
        aggregate Scheduled Principal Balance of the Loans and REO Properties then
        outstanding and (ii) the Uncertificated REMIC I Pass-Through Rate for
        REMIC I Regular Interest AA minus the Marker Rate, divided by (b)
        12.

       

      REMIC
        I Overcollateralization Amount:
        With
        respect to any date of determination, (i) 1% of the aggregate Uncertificated
        Principal Balances of the REMIC I Regular Interests minus (ii) the aggregate
        of
        the Uncertificated Principal Balances of REMIC I Regular Interest A-1-A,
        REMIC I
        Regular Interest A-1-B, REMIC I Regular Interest A-1-C, REMIC I Regular Interest
        A-2-A, REMIC I Regular Interest A-2-B, REMIC I Regular Interest A-2-C, REMIC
        I
        Regular Interest A-2-D, REMIC I Regular Interest A-3, REMIC I Regular Interest
        A-4, REMIC I Regular Interest M-1, REMIC I Regular Interest M-2, REMIC I
        Regular
        Interest M-3, REMIC I Regular Interest M-4, REMIC I Regular Interest M-5
        and
        REMIC I Regular Interest P, in each case as of such date of
        determination.

       

      REMIC
        I Overcollateralization Target Amount:
        1% of
        the Required Overcollateralization Amount.

       

      REMIC
        I Principal Loss Allocation Amount:
        With
        respect to any Distribution Date, an amount equal to (a) the product of (i)
        the
        aggregate Scheduled Principal Balance of the Loans and REO Properties then
        outstanding and (ii) 1 minus a fraction, the numerator of which is two times
        the
        aggregate of the Uncertificated Principal Balances of REMIC I Regular Interest
        A-1-A, REMIC I Regular Interest A-1-B, REMIC I Regular Interest A-1-C, REMIC
        I
        Regular Interest A-2-A, REMIC I Regular Interest A-2-B, REMIC I Regular Interest
        A-2-C, REMIC I Regular Interest A-2-D, REMIC I Regular Interest A-3, REMIC
        I
        Regular Interest A-4, REMIC I Regular Interest M-1, REMIC I Regular Interest
        M-2, REMIC I Regular Interest M-3, REMIC I Regular Interest M-4, REMIC I
        Regular
        Interest M-5 and REMIC I Regular Interest ZZ.

       

      REMIC
        I Regular Interest AA:
        One of
        the separate non-certificated beneficial ownership interests in REMIC I issued
        hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
        Interest AA shall accrue interest at the related Uncertificated REMIC I
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto.

       

      REMIC
        I Regular Interest A-1-A:
        One of
        the separate non-certificated beneficial ownership interests in REMIC I issued
        hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
        Interest A-1-A shall accrue interest at the related Uncertificated REMIC
        I
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto.

       

      REMIC
        I Regular Interest A-1-B:
        One of
        the separate non-certificated beneficial ownership interests in REMIC I issued
        hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
        Interest A-1-B shall accrue interest at the related Uncertificated REMIC
        I
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto.

       

      REMIC
        I Regular Interest A-1-C:
        One of
        the separate non-certificated beneficial ownership interests in REMIC I issued
        hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
        Interest A-1-C shall accrue interest at the related Uncertificated REMIC
        I
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto.

       

      REMIC
        I Regular Interest A-2-A:
        One of
        the separate non-certificated beneficial ownership interests in REMIC I issued
        hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
        Interest A-2-A shall accrue interest at the related Uncertificated REMIC
        I
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto.

       

      REMIC
        I Regular Interest A-2-B:
        One of
        the separate non-certificated beneficial ownership interests in REMIC I issued
        hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
        Interest A-2-B shall accrue interest at the related Uncertificated REMIC
        I
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto.

       

      REMIC
        I Regular Interest A-2-C:
        One of
        the separate non-certificated beneficial ownership interests in REMIC I issued
        hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
        Interest A-2-C shall accrue interest at the related Uncertificated REMIC
        I
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto.

       

      REMIC
        I Regular Interest A-2-D:
        One of
        the separate non-certificated beneficial ownership interests in REMIC I issued
        hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
        Interest A-2-D shall accrue interest at the related Uncertificated REMIC
        I
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto.

       

      REMIC
        I Regular Interest A-3:
        One of
        the separate non-certificated beneficial ownership interests in REMIC I issued
        hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
        Interest A-3 shall accrue interest at the related Uncertificated REMIC I
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto.

       

      REMIC
        I Regular Interest A-4:
        One of
        the separate non-certificated beneficial ownership interests in REMIC I issued
        hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
        Interest A-4 shall accrue interest at the related Uncertificated REMIC I
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto.

       

      REMIC
        I Regular Interest M-1:
        One of
        the separate non-certificated beneficial ownership interests in REMIC I issued
        hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
        Interest M-1 shall accrue interest at the related Uncertificated REMIC I
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto.

       

      REMIC
        I Regular Interest M-2:
        One of
        the separate non-certificated beneficial ownership interests in REMIC I issued
        hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
        Interest M-2 shall accrue interest at the related Uncertificated REMIC I
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto.

       

      REMIC
        I Regular Interest M-3:
        One of
        the separate non-certificated beneficial ownership interests in REMIC I issued
        hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
        Interest M-3 shall accrue interest at the related Uncertificated REMIC I
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto.

       

      REMIC
        I Regular Interest M-4:
        One of
        the separate non-certificated beneficial ownership interests in REMIC I issued
        hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
        Interest M-4 shall accrue interest at the related Uncertificated REMIC I
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto.

       

      REMIC
        I Regular Interest M-5:
        One of
        the separate non-certificated beneficial ownership interests in REMIC I issued
        hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
        Interest M-5 shall accrue interest at the related Uncertificated REMIC I
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto.

       

      REMIC
        I Regular Interest P:
        One of
        the separate non-certificated beneficial ownership interests in REMIC I issued
        hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
        Interest P shall be entitled to distributions of principal, subject to the
        terms
        and conditions hereof, in an aggregate amount equal to its initial
        Uncertificated Principal Balance as set forth in the Preliminary Statement
        hereto. REMIC I Regular Interest P shall not be entitled to distributions
        of
        interest.

       

      REMIC
        I Regular Interest ZZ:
        One of
        the separate non-certificated beneficial ownership interests in REMIC I issued
        hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
        Interest ZZ shall accrue interest at the related Uncertificated REMIC I
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto.

       

      REMIC I
        Regular Interest ZZ Maximum Interest Deferral Amount:
        With
        respect to any Distribution Date, the excess of (i) accrued interest at the
        Uncertificated REMIC I Pass-Through Rate applicable to REMIC I Regular Interest
        ZZ for such Distribution Date on a balance equal to the Uncertificated Principal
        Balance of REMIC I Regular Interest ZZ minus the REMIC I Overcollateralization
        Amount, in each case for such Distribution Date, over (ii) Uncertificated
        Accrued Interest on REMIC I Regular Interest A-1-A, REMIC I Regular Interest
        A-1-B, REMIC I Regular Interest A-1-C, REMIC I Regular Interest A-2-A, REMIC
        I
        Regular Interest A-2-B, REMIC I Regular Interest A-2-C, REMIC I Regular Interest
        A-2-D, REMIC I Regular Interest A-3, REMIC I Regular Interest A-4, REMIC
        I
        Regular Interest M-1, REMIC I Regular Interest M-2, REMIC I Regular Interest
        M-3, REMIC I Regular Interest M-4 and REMIC I Regular Interest M-5 for such
        Distribution Date, with the rate on each such REMIC I Regular Interest subject
        to a cap equal to the related Uncertificated Pass-Through Rate for the
        Corresponding Interest.

       

      REMIC
        I Regular Interest:
        Any of
        the separate non-certificated beneficial ownership interests in REMIC I issued
        hereunder and designated as a “regular interest” in REMIC I. Each REMIC I
        Regular Interest shall accrue interest at the related Uncertificated REMIC
        I
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto. The designations for the respective
        REMIC I Regular Interests are set forth in the Preliminary Statement
        hereto.

       

      REMIC
        II:
        The
        pool of assets consisting of the REMIC I Regular Interests and all payments
        of
        principal or interest on or with respect to the REMIC I Regular Interests
        after
        the Cut-Off Date.

       

      REMIC
        II Regular Interest A-1-A:
        One of
        the separate non-certificated beneficial ownership interests in REMIC II
        issued
        hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
        Interest A-1-A shall accrue interest at the related Uncertificated REMIC
        II
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto.

       

      REMIC
        II Regular Interest A-1-B:
        One of
        the separate non-certificated beneficial ownership interests in REMIC II
        issued
        hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
        Interest A-1-B shall accrue interest at the related Uncertificated REMIC
        II
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto.

       

      REMIC
        II Regular Interest A-1-C:
        One of
        the separate non-certificated beneficial ownership interests in REMIC II
        issued
        hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
        Interest A-1-C shall accrue interest at the related Uncertificated REMIC
        II
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto.

       

      REMIC
        II Regular Interest A-2-A:
        One of
        the separate non-certificated beneficial ownership interests in REMIC II
        issued
        hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
        Interest A-2-A shall accrue interest at the related Uncertificated REMIC
        II
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto.

       

      REMIC
        II Regular Interest A-2-B:
        One of
        the separate non-certificated beneficial ownership interests in REMIC II
        issued
        hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
        Interest A-2-B shall accrue interest at the related Uncertificated REMIC
        II
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto.

       

      REMIC
        II Regular Interest A-2-C:
        One of
        the separate non-certificated beneficial ownership interests in REMIC II
        issued
        hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
        Interest A-2-C shall accrue interest at the related Uncertificated REMIC
        II
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto.

       

      REMIC
        II Regular Interest A-2-D:
        One of
        the separate non-certificated beneficial ownership interests in REMIC II
        issued
        hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
        Interest A-2-D shall accrue interest at the related Uncertificated REMIC
        II
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto.

       

      REMIC
        II Regular Interest A-3:
        One of
        the separate non-certificated beneficial ownership interests in REMIC II
        issued
        hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
        Interest A-3 shall accrue interest at the related Uncertificated REMIC II
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto.

       

      REMIC
        II Regular Interest A-4:
        One of
        the separate non-certificated beneficial ownership interests in REMIC II
        issued
        hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
        Interest A-4 shall accrue interest at the related Uncertificated REMIC II
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto.

       

      REMIC
        II Regular Interest M-1:
        One of
        the separate non-certificated beneficial ownership interests in REMIC II
        issued
        hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
        Interest M-1 shall accrue interest at the related Uncertificated REMIC II
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto.

       

      REMIC
        II Regular Interest M-2:
        One of
        the separate non-certificated beneficial ownership interests in REMIC II
        issued
        hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
        Interest M-2 shall accrue interest at the related Uncertificated REMIC II
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto.

       

      REMIC
        II Regular Interest M-3:
        One of
        the separate non-certificated beneficial ownership interests in REMIC II
        issued
        hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
        Interest M-3 shall accrue interest at the related Uncertificated REMIC II
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto.

       

      REMIC
        II Regular Interest M-4:
        One of
        the separate non-certificated beneficial ownership interests in REMIC II
        issued
        hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
        Interest M-4 shall accrue interest at the related Uncertificated REMIC II
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto.

       

      REMIC
        II Regular Interest M-5:
        One of
        the separate non-certificated beneficial ownership interests in REMIC II
        issued
        hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
        Interest M-5 shall accrue interest at the related Uncertificated REMIC II
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto.

       

      REMIC
        II Regular Interest CE:
        One of
        the separate non-certificated beneficial ownership interests in REMIC II
        issued
        hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
        Interest CE shall accrue interest at the related Uncertificated REMIC II
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto.

       

      REMIC
        II Regular Interest P:
        One of
        the separate non-certificated beneficial ownership interests in REMIC II
        issued
        hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
        Interest P shall be entitled to distributions of principal, subject to the
        terms
        and conditions hereof, in an aggregate amount equal to its initial
        Uncertificated Principal Balance as set forth in the Preliminary Statement
        hereto. REMIC II Regular Interest P shall not be entitled to distributions
        of
        interest.

       

      REMIC
        II Regular Interest:
        Any of
        the separate non-certificated beneficial ownership interests in REMIC II
        issued
        hereunder and designated as a “regular interest” in REMIC II. Each REMIC II
        Regular Interest shall accrue interest at the related Uncertificated REMIC
        II
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto. The designations for the respective
        REMIC II Regular Interests are set forth in the Preliminary Statement
        hereto.

       

      REMIC
        III:
        The
        pool of assets consisting of the REMIC II Regular Interests and all payments
        of
        principal or interest on or with respect to the REMIC II Regular Interests
        after
        the Cut Off Date.

       

      REMIC
        III Regular Interest A-1-A:
        One of
        the separate non-certificated beneficial ownership interests in REMIC III
        issued
        hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular
        Interest A-1-A shall accrue interest at the related Uncertificated REMIC
        III
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto.

       

      REMIC
        III Regular Interest A-1-B:
        One of
        the separate non-certificated beneficial ownership interests in REMIC III
        issued
        hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular
        Interest A-1-B shall accrue interest at the related Uncertificated REMIC
        III
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto.

       

      REMIC
        III Regular Interest A-1-C:
        One of
        the separate non-certificated beneficial ownership interests in REMIC III
        issued
        hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular
        Interest A-1-C shall accrue interest at the related Uncertificated REMIC
        III
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto.

       

      REMIC
        III Regular Interest A-2-A:
        One of
        the separate non-certificated beneficial ownership interests in REMIC III
        issued
        hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular
        Interest A-2-A shall accrue interest at the related Uncertificated REMIC
        III
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto.

       

      REMIC
        III Regular Interest A-2-B:
        One of
        the separate non-certificated beneficial ownership interests in REMIC III
        issued
        hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular
        Interest A-2-B shall accrue interest at the related Uncertificated REMIC
        III
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto.

       

      REMIC
        III Regular Interest A-2-C:
        One of
        the separate non-certificated beneficial ownership interests in REMIC III
        issued
        hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular
        Interest A-2-C shall accrue interest at the related Uncertificated REMIC
        III
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto.

       

      REMIC
        III Regular Interest A-2-D:
        One of
        the separate non-certificated beneficial ownership interests in REMIC III
        issued
        hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular
        Interest A-2-D shall accrue interest at the related Uncertificated REMIC
        III
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto.

       

      REMIC
        III Regular Interest A-3:
        One of
        the separate non-certificated beneficial ownership interests in REMIC III
        issued
        hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular
        Interest A-3 shall accrue interest at the related Uncertificated REMIC III
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto.

       

      REMIC
        III Regular Interest A-4:
        One of
        the separate non-certificated beneficial ownership interests in REMIC III
        issued
        hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular
        Interest A-4 shall accrue interest at the related Uncertificated REMIC III
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto.

       

      REMIC
        III Regular Interest A-X:
        One of
        the separate non-certificated beneficial ownership interests in REMIC III
        issued
        hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular
        Interest A-X shall accrue interest at the related Uncertificated REMIC III
        Pass-Through Rate in effect from time to time, subject to the terms and
        conditions hereof. REMIC III Regular Interest A-X shall not be entitled to
        distributions of principal.

       

      REMIC
        III Regular Interest M-1:
        One of
        the separate non-certificated beneficial ownership interests in REMIC III
        issued
        hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular
        Interest M-1 shall accrue interest at the related Uncertificated REMIC III
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto.

       

      REMIC
        III Regular Interest M-2:
        One of
        the separate non-certificated beneficial ownership interests in REMIC III
        issued
        hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular
        Interest M-2 shall accrue interest at the related Uncertificated REMIC III
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto.

       

      REMIC
        III Regular Interest M-3:
        One of
        the separate non-certificated beneficial ownership interests in REMIC III
        issued
        hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular
        Interest M-3 shall accrue interest at the related Uncertificated REMIC III
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto.

       

      REMIC
        III Regular Interest M-4:
        One of
        the separate non-certificated beneficial ownership interests in REMIC III
        issued
        hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular
        Interest M-4 shall accrue interest at the related Uncertificated REMIC III
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto.

       

      REMIC
        III Regular Interest M-5:
        One of
        the separate non-certificated beneficial ownership interests in REMIC III
        issued
        hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular
        Interest M-5 shall accrue interest at the related Uncertificated REMIC III
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto.

       

      REMIC
        III Regular Interest CE:
        One of
        the separate non-certificated beneficial ownership interests in REMIC III
        issued
        hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular
        Interest CE shall accrue interest at the related Uncertificated REMIC III
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto.

       

      REMIC
        III Regular Interest P:
        One of
        the separate non-certificated beneficial ownership interests in REMIC III
        issued
        hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular
        Interest P shall be entitled to distributions of principal, subject to the
        terms
        and conditions hereof, in an aggregate amount equal to its initial
        Uncertificated Principal Balance as set forth in the Preliminary Statement
        hereto. REMIC III Regular Interest P shall not be entitled to distributions
        of
        interest.

       

      REMIC
        III Regular Interest:
        Any of
        the separate non-certificated beneficial ownership interests in REMIC III
        issued
        hereunder and designated as a “regular interest” in REMIC III. Each REMIC III
        Regular Interest shall accrue interest at the related Uncertificated REMIC
        III
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto. The designations for the respective
        REMIC III Regular Interests are set forth in the Preliminary Statement
        hereto.

       

      REMIC
        IV Regular Interests:
        REMIC
        IV Regular Interests A-1-A, A-1-B, A-2-A (each an interest only regular interest
        in REMIC IV and beneficially owned by the holders of the Class A-X-1
        Certificates), and REMIC IV Regular Interests A-1-C, A-2-B, A-2-C, A-2-D,
        A-3
        and A-4 (each an interest only regular interest in REMIC IV and beneficially
        owned by the holders of the Class A-X-2 Certificates). 

       

      REMIC
        IV Regular Interest A-1-A: One
        of
        three interest only regular interests in REMIC IV beneficially owned by holders
        of the Class A-X-1 Certificates.

       

      REMIC
        IV Regular Interest A-1-B: One
        of
        three interest only regular interests in REMIC IV beneficially owned by holders
        of the Class A-X-1 Certificates.

       

      REMIC
        IV Regular Interest A-1-C: One
        of
        six interest only regular interests in REMIC IV beneficially owned by holders
        of
        the Class A-X-2 Certificates.

       

      REMIC
        IV Regular Interest A-2-A: One
        of
        three interest only regular interests in REMIC IV beneficially owned by holders
        of the Class A-X-1 Certificates.

       

      REMIC
        IV Regular Interest A-2-B: One
        of
        six interest only regular interests in REMIC IV beneficially owned by holders
        of
        the Class A-X-2 Certificates.

       

      REMIC
        IV Regular Interest A-2-C: One
        of
        six interest only regular interests in REMIC IV beneficially owned by holders
        of
        the Class A-X-2 Certificates.

       

      REMIC
        IV Regular Interest A-2-D: One
        of
        six interest only regular interests in REMIC IV beneficially owned by holders
        of
        the Class A-X-2 Certificates.

       

      REMIC
        IV Regular Interest A-3: One
        of
        six interest only regular interests in REMIC IV beneficially owned by holders
        of
        the Class A-X-2 Certificates.

       

      REMIC
        IV Regular Interest A-4: One
        of
        six interest only regular interests in REMIC IV beneficially owned by holders
        of
        the Class A-X-2 Certificates.

       

      REMIC
        Provisions:
        Provisions of the United States federal income tax law relating to real estate
        mortgage investment conduits, which appear at Section 860A through 860G of
        the
        Code, and related provisions, and proposed, temporary and final regulations
        and
        published rulings, notices and announcements promulgated thereunder, as the
        foregoing may be in effect from time to time.

       

      REMIC
        Regular Interest:
        A REMIC
        I Regular Interest, REMIC II Regular Interest, REMIC III Regular Interest
        or a
        Regular Interest Certificate.

       

      Remittance
        Report:
        A
        report by the Securities Administrator pursuant to Section 4.3.

       

      REO
        Disposition:
        The
        sale or other disposition of an REO Property on behalf of
        REMIC I.

       

      REO
        Imputed Interest:
        As to
        any REO Property, for any calendar month during which such REO Property was
        at
        any time part of REMIC I, one month’s interest at the applicable Net Mortgage
        Rate on the Scheduled Principal Balance of such REO Property (or, in the
        case of
        the first such calendar month, of the related Loan, if appropriate) as of
        the
        close of business on the Distribution Date in such calendar month.

       

      REO
        Property:
        A
        Mortgaged Property, title to which has been acquired by a Servicer on behalf
        of
        the Trust Fund through foreclosure, deed in lieu of foreclosure or
        otherwise.

       

      Required
        Overcollateralization Amount:
        with
        respect to any Distribution Date (a) if such Distribution Date is prior to
        the
        Stepdown Date, 1.30% of the sum of the aggregate Scheduled Principal Balance
        of
        the Initial Loans as of the Cut-Off Date and the amount on deposit in the
        Pre-Funding Account on the Closing Date, or (b) if such Distribution Date
        is on
        or after the Stepdown Date, the greater of (i) 2.60% of the aggregate Scheduled
        Principal Balance of the Loans as of the last day of the related Due Period
        (after giving effect to scheduled payments of principal due during the related
        Due Period, to the extent received or advanced, and unscheduled collections
        of
        principal received during the related Prepayment Period, and after reduction
        for
        Realized Losses on the Loans incurred during the related Prepayment Period)
        and
        (ii) 0.50% of the sum of the aggregate Scheduled Principal Balance of the
        Initial Loans as of the Cut-Off Date and the amount on deposit in the
        Pre-Funding Account on the Closing Date. If a Trigger Event is in effect
        on any
        Distribution Date, the Required Overcollateralization Amount will be the
        same as
        the Required Overcollateralization Amount for the previous Distribution
        Date.

       

      Reportable
        Event:
        Has the
        meaning set forth in Section 3.29(b) of this Agreement.

       

      Residual
        Certificate:
        The
        Class R Certificate, which is being issued in a single Class. Components
        R-1,
        R-2, R-3 and R-4 of the Class R Certificate are hereby each designated the
        sole
        Class of “residual interests” in REMIC I, REMIC II, REMIC III, REMIC IV,
        respectively, for purposes of Section 860G(a)(2) of the Code.

       

      Reserve
        Fund:
        Shall
        mean the separate trust account created and maintained by the Securities
        Administrator pursuant to Section 3.25 hereof.

       

      Reserve
        Interest Rate:
        The
        rate per annum that the Securities Administrator determines to be either
        (i) the
        arithmetic mean of the one-month U.S. dollar lending rates which New York
        City
        banks selected by the Securities Administrator are quoting on the relevant
        LIBOR
        Determination Date to the principal London offices of leading banks in the
        London interbank market or (ii) in the event that the Securities Administrator
        can determine no such arithmetic mean, the lowest one-month U.S. dollar lending
        rate which New York City banks selected by the Securities Administrator are
        quoting on such Interest Determination Date to leading European
        banks.

       

      Responsible
        Officer:
        When
        used with respect to the Trustee, any officer in the corporate trust department
        or similar group of the Trustee with direct responsibility for the
        administration of this Agreement and also, with respect to a particular
        corporate trust matter, any other officer to whom such matter is referred
        because of his or her knowledge of and familiarity with the particular subject.
        When used with respect to the Master Servicer or the Securities Administrator,
        the Chairman or Vice-Chairman of the Board of Directors or Trustees, the
        Chairman or Vice-Chairman of the Executive or Standing Committee of the Board
        of
        Directors or Trustees, the President, the Chairman of the Committee on Trust
        Matters, any Vice-President, any Assistant Vice-President, the Secretary,
        any
        Assistant Secretary, the Treasurer, any Assistant Treasurer, the Cashier,
        any
        Assistant Cashier, any Trust Officer or Assistant Trust Officer, the Controller,
        any Assistant Controller or any other officer customarily performing functions
        similar to those performed by any of the above-designated officers and in
        each
        case having direct responsibility for the administration of this Agreement,
        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. When used with respect to the Depositor or any other
        Person,
        the Chairman or Vice-Chairman of the Board of Directors, the Chairman or
        Vice-Chairman of any executive committee of the Board of Directors, the
        President, any Vice-President, the Secretary, any Assistant Secretary, the
        Treasurer, any Assistant Treasurer, or any other officer of the Depositor
        customarily performing functions similar to those performed by any of the
        above-designated officers 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.

       

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

       

      Sarbanes-Oxley
        Act:
        Means
        the Sarbanes-Oxley Act of 2002 and the rules and regulations of the Commission
        promulgated thereunder (including any interpretations thereof by the
        Commission’s staff).

       

      Sarbanes-Oxley
        Certification:
        Has the
        meaning set forth in Section 3.19 of this Agreement.

       

      Scheduled
        Principal Balance:
        With
        respect to any Loan and a Due Date, the unpaid principal balance of such
        Loan as
        specified in the amortization schedule (before any adjustment to such schedule
        by reason of bankruptcy or similar proceeding or any moratorium or similar
        waiver or grace period) for such Due Date, after giving effect to any previously
        applied Curtailments, the payment of principal on such Due Date and any
        reduction of the principal balance of such Loan by a bankruptcy court,
        irrespective of any delinquency in payment by the related
        Mortgagor.

       

      Securities
        Act:
        The
        Securities Act of 1933, as amended, and the rules and regulations
        thereunder.

       

      Securities
        Administrator:
        As of
        the Closing Date, Wells Fargo Bank, N.A. and thereafter, its respective
        successors in interest who meet the qualifications of this Agreement. The
        Securities Administrator and the Master Servicer shall at all times be the
        same
        Person.

       

      Seller:
        DB
        Structured Products, Inc., or its successor in interest, in its capacity
        as
        seller under the Mortgage Loan Purchase Agreement and in its capacity as
        assignor under the Assignment Agreements.

       

      Senior
        Certificates:
        The
        Class A Certificates.

       

      Senior
        Interest Distribution Amount:
        With
        respect to any Distribution Date, an amount equal to the sum of (i) the Interest
        Distribution Amount for such Distribution Date for the Class A Certificates
        and
        (ii) the Interest Carry Forward Amount, if any, for such Distribution Date
        for
        the Class A Certificates.

       

      Senior
        Principal Distribution Amount:
        With
        respect to any Distribution Date is an amount equal to the excess of (x)
        the
        aggregate Certificate Principal Balance of the Class A Certificates immediately
        prior to the Distribution Date over (y) the lesser of (A) the product of
        (i)
        approximately 84.00% and (ii) the aggregate Scheduled Principal Balance of
        the
        Loans as of the last day of the related Due Period (after giving effect to
        scheduled payments of principal due during the related Due Period, to the
        extent
        received or advanced, and unscheduled collections of principal received during
        the related Prepayment Period) and (B) the excess, if any of the aggregate
        Scheduled Principal Balance of the Loans as of the last day of the related
        Due
        Period (after giving effect to scheduled payments of principal due during
        the
        related Due Period, to the extent received or advanced, and unscheduled
        collections of principal received during the related Prepayment Period) minus
        the product of (i) 0.50% and (ii) the aggregate Scheduled Principal Balance
        of
        the Initial Loans as of the Cut-Off Date plus amounts on deposit in the
        Pre-Funding Account as of the Closing Date.

       

      Servicer:
        GMAC,
        Wells Fargo, PHH or GreenPoint, as applicable, or any successor appointed
        under
        the applicable Servicing Agreement.

       

      Servicer
        Remittance Date:
        With
        respect to each Servicer, as set forth in the related Servicing
        Agreement.

       

      Service(s)(ing):
        Means,
        in accordance with Regulation AB, the act of servicing and administering
        the
        Loans or any other assets of the Trust by an entity that meets the definition
        of
“servicer’ set forth in Item 1101 of Regulation AB and is subject to the
        disclosure requirements set forth in 1108 of Regulation AB. For clarification
        purposes, any uncapitalized occurrence of this term shall have the meaning
        commonly understood by participants in the residential mortgage-backed
        securitization market.


       

      Servicing
        Advances:
        The
        customary reasonable and necessary “out-of-pocket” costs and expenses incurred
        by the applicable Servicer in connection with a default, delinquency or other
        unanticipated event by the applicable Servicer in the performance of its
        servicing obligations, including, but not limited to, the cost of (i) the
        preservation, restoration and protection of a Mortgaged Property, (ii) any
        enforcement or judicial proceedings, including foreclosures, in respect of
        a
        particular Loan and (iii) the management (including reasonable fees in
        connection therewith) and liquidation of any REO Property. No Servicer shall
        be
        required to make any Servicing Advance in respect of a Loan or REO Property
        that, in the good faith business judgment of such Servicer, would not be
        ultimately recoverable from related Insurance Proceeds or Liquidation Proceeds
        on such Loan or REO Property as provided herein.

       

      Servicing
        Agreement:
        The
        GMAC 2004 Servicing Agreement, the GMAC 2005 Servicing Agreement, the PHH
        Servicing Agreement, the Wells Fargo Warranties and Servicing Agreement,
        the
        Wells Fargo Servicing Agreement or the GreenPoint Servicing
        Agreement.

       

      Servicing
        Criteria:
        The
“servicing criteria set forth in Item 1122(d) of Regulation AB, as such may
        be
        amended from time to time.

       

      Servicing
        Fee:
        With
        respect to each Loan and for any Distribution Date, an amount equal to one
        twelfth of the product of the related Servicing Fee Rate multiplied by the
        Scheduled Principal Balance of such Loan as of the Due Date in the month
        preceding the month of such Distribution Date. The Servicing Fee is payable
        solely from collections of interest on the Loans or as otherwise provided
        in the
        related Servicing Agreement.

       

      Servicing
        Fee Rate:
        0.25%
        per annum or 0.375% per annum, as set forth on the Loan Schedule.

       

      Servicing
        Function Participant:
        Means
        any Sub-Servicer, Subcontractor or any other Person, other than each Servicer,
        the Master Servicer, the Trustee and the Securities Administrator, that is
        ‘participating in the servicing function” within the meaning of Item 1122 of
        Regulation AB.

       

      Servicing
        Officer:
        Any
        individual involved in, or responsible for, the administration and servicing
        of
        the Loans whose name and specimen signature appear on a list of servicing
        officers furnished to the Trustee, the Depositor and the Securities
        Administrator on the Closing Date by each Servicer and the Master Servicer,
        as
        such lists may from time to time be amended.

       

      Special
        Servicer:
        A
        designee of the Seller appointed hereunder that (i) (A) is an affiliate of
        the
        Master Servicer and services mortgage loans similar to the Loans in the
        jurisdictions in which the related Mortgaged Properties are located or (B)
        has a
        rating of at least “Above Average” by S&P and either a rating of at least
“RPS2” by Fitch or a rating of at least “SQ2” as a special servicer by Moody’s,
        (ii) the Rating Agencies have confirmed to the Trustee that such appointment
        will not result in the reduction or withdrawal of the then current ratings
        of
        any of the Certificates, (iii) has a net worth of at least $25,000,000, (iv)
        agrees to the conditions set forth in Section 6.10 of this Agreement and
        (v) is
        reasonably acceptable to the Master Servicer.

       

      Special
        Servicer Agreement:
        An
        agreement among the Special Servicer, the Seller, the Master Servicer and
        the
        Trustee which will (i) contain (a) special servicing terms, provisions and
        conditions for the servicing and administration of defaulted Loans previously
        serviced by GMAC for which the servicing obligations have been transferred
        to
        the Special Servicer pursuant to this Agreement and (b) certain representations
        and warranties of the Special Servicer regarding the Special Servicer and
        the
        performance of its servicing obligations and (ii) be reasonably acceptable
        to
        the Master Servicer, the Trustee and the Rating Agencies.

       

      Startup
        Day:
        With
        respect to each REMIC, the day designated as such pursuant to Section 10.1(b)
        hereof.

       

      Stepdown
        Date: The
        earlier to occur of (1) the Distribution Date on which the aggregate Certificate
        Principal Balance of the Senior Certificates has been reduced to zero and
        (2)
        the later to occur of (x) the Distribution Date in February 2009 and (y)
        the
        first Distribution Date on which the Credit Enhancement Percentage of the
        Senior
        Certificates (calculated for this purpose only after taking into account
        distributions of principal on the Loans, but prior to any distribution of
        the
        Principal Distribution Amount to the Certificateholders then entitled to
        distributions of principal on such Distribution Date) is greater than or
        equal
        to 16.00%.

       

      Subordinate
        Certificates:
        The
        Class M Certificates and the Class CE Certificates.

       

      Subsequent
        Cut-off Date:
        With
        respect to those Subsequent Loans sold to the Trust pursuant to a Subsequent
        Transfer Instrument and as specified on the Loan Schedule, the later of (i)
        first day of the month in which the related Subsequent Transfer Date occurs
        or
        (ii) the date of origination of such Loan.

       

      Subsequent
        Loan: A
        Loan
        sold by the Depositor to the Trust Fund during the Pre-Funding Period pursuant
        to Section 2.6, such Loan being identified on the Loan Schedule attached
        to a
        Subsequent Transfer Instrument and assigned to the Trust Fund.

       

      Subsequent
        Loan Purchase Agreement: The
        agreement between the Depositor and the Seller, regarding the transfer of
        the
        Subsequent Loans by the Seller to the Depositor.

       

      Subsequent
        Recoveries:
        With
        respect to any Distribution Date, all amounts received during the related
        Prepayment Period by the related Servicer specifically related to a defaulted
        Loan or disposition of an REO Property prior to the related Prepayment Period
        that resulted in a Realized Loss, after the liquidation or disposition of
        such
        defaulted Loan.

       

      Subsequent
        Transfer Date: With
        respect to each Subsequent Transfer Instrument, the date on which the related
        Subsequent Loans are transferred to the Trust Fund.

       

      Subsequent
        Transfer Instrument: Each
        Subsequent Transfer Instrument, dated as of a Subsequent Transfer Date, executed
        by the Trustee and the Depositor substantially in the form attached hereto
        as
        Exhibit I, by which Subsequent Loans are transferred to the Trust
        Fund.

       

      Sub-Servicer:
        Means
        any Person that (i) is considered to be a Servicing Function Participant,
        (ii)
        services Mortgage Loans on behalf of any Servicer, and (iii) is responsible
        for
        the performance (whether directly or through Sub-Servicers or Subcontractors)
        of
        Servicing functions required to be performed under this Agreement, any related
        Servicing Agreement or any sub-servicing agreement that are identified in
        Item
        1122(d) of Regulation AB.

       

      Substitute
        Loan: A
        mortgage loan substituted for a Deleted Loan pursuant to the terms of this
        Agreement which must, on the date of such substitution, (i) have an outstanding
        principal balance, after application of all scheduled payments of principal
        and
        interest due during or prior to the month of substitution, not in excess
        of the
        Scheduled Principal Balance of the Deleted Loan as of the Due Date in the
        calendar month during which the substitution occurs, (ii) have a Mortgage
        Interest Rate not less than (and not more than one percentage point in excess
        of) the Mortgage Interest Rate of the Deleted Loan, (iii) have a remaining
        term
        to maturity not greater than (and not more than one year less than) that
        of the
        Deleted Loan, (iv) have the same Due Date as the Due Date on the Deleted
        Loan,
        (v) have a Loan

       

      Tax
        Matters Person:
        The
        Holder of the Class R Certificates issued hereunder or any Permitted Transferee
        of such Class R Certificateholder shall be the initial “tax matters person” for
        REMIC I, REMIC II, REMIC III and REMIC IV within the meaning of Section
        6231(a)(7) of the Code. For tax years commencing after any transfer of the
        Class
        R Certificate, the holder of the greatest Percentage Interest in the Class
        R
        Certificate at year end shall be designated as the Tax Matters Person with
        respect to that year. If the Tax Matters Person becomes a Disqualified
        Organization, the last preceding Holder of such Authorized Denomination of
        the
        Class R Certificate that is not a Disqualified Organization shall be Tax
        Matters
        Person pursuant to Section 5.3(e). 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
        Price:
        As
        defined in Section 9.1.

       

      Terminator:
        As
        defined in Section 9.1.

       

      Transfer:
        Any
        direct or indirect transfer, sale, pledge or other disposition of, or directly
        or indirectly transferring, selling or pledging, any Ownership Interest in
        a
        Class CE Certificate, Class P Certificate or Residual Certificate.

       

      Transferee:
        Any
        Person who is acquiring by Transfer any Ownership Interest in a Class CE
        Certificate, Class P Certificate or Residual Certificate.

       

      Trigger
        Event:
        With
        respect to any Distribution Date, a Trigger Event is in effect if (x) the
        percentage obtained by dividing (i) the aggregate Scheduled Principal Balance
        of
        Loans delinquent 60 days or more (including Loans in foreclosure, bankruptcy
        and
        REO) by (ii) the aggregate Scheduled Principal Balance of the Loans, in each
        case, as of the last day of the previous calendar month, exceeds 37.63% of
        the
        Credit Enhancement Percentage with respect to the prior Distribution Date
        or (y)
        the aggregate amount of Realized Losses incurred since the Cut-Off Date through
        the last day of the related Due Period divided by the aggregate Scheduled
        Principal Balance of the Loans as of the Cut-Off Date exceeds the applicable
        percentages set forth below with respect to such Distribution Date:

       

      
        	
                Distribution
                  Date 

              	 	
                Percentage

              
	
                February
                  2008 to January 2009

              	 	
                0.50%
                  plus 1/12 of 0.50% for each month thereafter

              
	
                February
                  2009 to January 2010

              	 	
                1.00%
                  plus 1/12 of 0.50% for each month thereafter

              
	
                February
                  2010 to January 2011

              	 	
                1.50%
                  plus 1/12 of 0.25% for each month thereafter

              
	
                February
                  2011 and thereafter

              	 	
                1.75%

              


      

      


       

      Trust
        Fund:
        Collectively, all of the assets of REMIC I, REMIC II, REMIC III and REMIC
        IV,
        the Reserve Fund, the Pre-Funding Account, the Capitalized Interest Account
        and
        any amounts on deposit therein and any proceeds thereof, the Prepayment
        Charges.

       

      Trustee:
        HSBC
        Bank USA, National Association, a national banking association, or its successor
        in interest, or any successor trustee appointed as herein provided.

       

      Uncertificated
        Accrued Interest:
        With
        respect to each Uncertificated REMIC Regular Interest on each Distribution
        Date,
        an amount equal to one month’s interest at the Uncertificated Pass-Through Rate,
        as applicable, on the Uncertificated Principal Balance or Uncertificated
        Notional Amount, as applicable, of such Uncertificated REMIC Regular Interest.
        In each case, Uncertificated Accrued Interest will be reduced by any Prepayment
        Interest Shortfalls and shortfalls resulting from application of the Relief
        Act
        (allocated to such Uncertificated REMIC Regular Interests as set forth in
        Sections 1.2 and 4.5).

       

      Uncertificated Notional Amount:
        REMIC
        II Regular Interest CE shall have an Uncertificated Notional Amount which
        shall
        equal the Uncertificated Principal Balance of the REMIC I Regular Interests
        (other than REMIC I Regular Interest P). REMIC III Regular Interest CE shall
        not
        have an Uncertificated Notional Amount but shall be entitled to 100% of the
        amounts distributed on REMIC II Regular Interest CE. REMIC III Regular Interest
        A-X shall have an Uncertificated Notional Amount equal to the aggregate
        Uncertificated Principal Balances of REMIC II Regular Interests A-1-A, A-1-B,
        A-1-C, A-2-A, A-2-B, A-2-C, A-2-D, A-3 and A-4. 

       

      Uncertificated
        Principal Balance:
        With
        respect to each Uncertificated REMIC Regular Interest the principal amount
        of
        such REMIC Regular Interest outstanding as of any date of determination.
        As of
        the Closing Date, the Uncertificated Principal Balance of each Uncertificated
        REMIC Regular Interest shall equal the amount set forth in the Preliminary
        Statement hereto as its initial Uncertificated Principal Balance. On each
        Distribution Date, the Uncertificated Principal Balance of each REMIC Regular
        Interest shall be reduced by all distributions of principal made on such
        REMIC
        Regular Interest on such Distribution Date pursuant to Section 4.5 and, if
        and
        to the extent necessary and appropriate, shall be further reduced on such
        Distribution Date by Realized Losses as provided in Section 4.2. The
        Uncertificated Principal Balance of each REMIC Regular Interest shall never
        be
        less than zero. 

       

      Uncertificated
        REMIC I Pass-Through Rate:
        With
        respect to any REMIC I Regular Interest other than REMIC I Regular Interest
        P
        and any Distribution Date, a per annum rate equal to the average of the Net
        Mortgage Rates of the Loans as of the first day of the related Due Period,
        weighted on the basis of the Stated Principal Balances as of the first day
        of
        the related Due Period. 

       

      Uncertificated
        REMIC II Pass-Through Rate:
        With
        respect to REMIC II Regular Interest A-1-A, a per annum rate equal to the
        lesser
        of (i) 6.50% and (ii) the Uncertificated REMIC I Pass-Through Rate on REMIC
        I
        Regular Interest A-1-A. With respect to REMIC II Regular Interest A-1-B,
        a per
        annum rate equal to the lesser of (i) 6.50% and (ii) the Uncertificated REMIC
        I
        Pass-Through Rate on REMIC I Regular Interest A-1-B. With respect to REMIC
        II
        Regular Interest A-1-C, a per annum rate equal to the lesser of (i) 6.50%
        and
        (ii) the Uncertificated REMIC I Pass-Through Rate on REMIC I Regular Interest
        A-1-C. With respect to REMIC II Regular Interest A-2-A, a per annum rate
        equal
        to the lesser of (i) 6.50% and (ii) the Uncertificated REMIC I Pass-Through
        Rate
        on REMIC I Regular Interest A-2-A. With respect to REMIC II Regular Interest
        A-2-B, a per annum rate equal to the lesser of (i) 6.50% and (ii) the
        Uncertificated REMIC I Pass-Through Rate on REMIC I Regular Interest A-2-B.
        With
        respect to REMIC II Regular Interest A-2-C, a per annum rate equal to the
        lesser
        of (i) 6.50% and (ii) the Uncertificated REMIC I Pass-Through Rate on REMIC
        I
        Regular Interest A-2-C. With respect to REMIC II Regular Interest A-2-D,
        a per
        annum rate equal to the lesser of (i) 6.50% and (ii) the Uncertificated REMIC
        I
        Pass-Through Rate on REMIC I Regular Interest A-2-D. With respect to REMIC
        II
        Regular Interest A-3, a per annum rate equal to the lesser of (i) 6.50% and
        (ii)
        the sum of (a) the Uncertificated REMIC I Pass-Through Rate on REMIC I Regular
        Interest A-3 and (b) the Certificate Insurer Premium Rate. With respect to
        REMIC
        II Regular Interest A-4, a per annum rate equal to the lesser of (i) 6.50%
        and
        (ii) the Uncertificated REMIC I Pass-Through Rate on REMIC I Regular Interest
        A-4. With respect to REMIC II Regular Interest M-1, a per annum rate equal
        to
        the lesser of (i) 5.82% and (ii) the Uncertificated REMIC I Pass-Through
        Rate on
        REMIC I Regular Interest M-1. With respect to REMIC II Regular Interest M-2,
        a
        per annum rate equal to the lesser of (i) 5.82% and (ii) the Uncertificated
        REMIC I Pass-Through Rate on REMIC I Regular Interest M-2. With respect to
        REMIC
        II Regular Interest M-3, a per annum rate equal to the lesser of (i) 6.00%
        and
        (ii) the Uncertificated REMIC I Pass-Through Rate on REMIC I Regular Interest
        M-3. With respect to REMIC II Regular Interest M-4, a per annum rate equal
        to
        the lesser of (i) 6.00% and (ii) the Uncertificated REMIC I Pass-Through
        Rate on
        REMIC I Regular Interest M-4. With respect to REMIC II Regular Interest M-5,
        a
        per annum rate equal to the lesser of (i) 6.00% and (ii) the Uncertificated
        REMIC I Pass-Through Rate on REMIC I Regular Interest M-5. With respect to
        REMIC
        II Regular Interest P, 0.00%.

       

      With
        respect to REMIC II Regular Interest CE, on any Distribution Date, a per
        annum
        rate equal to the percentage equivalent of a fraction, the numerator of which
        is
        (x) the sum of the amounts calculated pursuant to clauses (A) through (Q)
        below,
        and the denominator of which is (y) the aggregate of the Uncertificated
        Principal Balances of the REMIC I Regular Interests (other than REMIC I Regular
        Interest P). For purposes of calculating the Pass-Through Rate for REMIC
        II
        Regular Interest CE, the numerator is equal to the sum of the following
        components:

       

      (A) the
        Uncertificated REMIC I Pass-Through Rate for REMIC I Regular Interest AA
        minus
        the Marker Rate, applied to an amount equal to the Uncertificated Principal
        Balance of REMIC I Regular Interest AA;

       

      (B) the
        Uncertificated REMIC I Pass-Through Rate for REMIC I Regular Interest A-1-A
        minus the Marker Rate, applied to an amount equal to the Uncertificated
        Principal Balance of REMIC I Regular Interest A-1-A;

       

      (C) the
        Uncertificated REMIC I Pass-Through Rate for REMIC I Regular Interest A-1-B
        minus the Marker Rate, applied to an amount equal to the Uncertificated
        Principal Balance of REMIC I Regular Interest A-1-B;

       

      (D) the
        Uncertificated REMIC I Pass-Through Rate for REMIC I Regular Interest A-1-C
        minus the Marker Rate, applied to an amount equal to the Uncertificated
        Principal Balance of REMIC I Regular Interest A-1-C;

       

      (E) the
        Uncertificated REMIC I Pass-Through Rate for REMIC I Regular Interest A-2-A
        minus the Marker Rate, applied to an amount equal to the Uncertificated
        Principal Balance of REMIC I Regular Interest A-2-A;

       

      (F) the
        Uncertificated REMIC I Pass-Through Rate for REMIC I Regular Interest A-2-B
        minus the Marker Rate, applied to an amount equal to the Uncertificated
        Principal Balance of REMIC I Regular Interest A-2-B;

       

      (G) the
        Uncertificated REMIC I Pass-Through Rate for REMIC I Regular Interest A-2-C
        minus the Marker Rate, applied to an amount equal to the Uncertificated
        Principal Balance of REMIC I Regular Interest A-2-C;

       

      (H) the
        Uncertificated REMIC I Pass-Through Rate for REMIC I Regular Interest A-2-D
        minus the Marker Rate, applied to an amount equal to the Uncertificated
        Principal Balance of REMIC I Regular Interest A-2-D;

       

      (I) the
        Uncertificated REMIC I Pass-Through Rate for REMIC I Regular Interest A-3
        minus
        the Marker Rate, applied to an amount equal to the Uncertificated Principal
        Balance of REMIC I Regular Interest A-3;

       

      (J) the
        Uncertificated REMIC I Pass-Through Rate for REMIC I Regular Interest A-4
        minus
        the Marker Rate, applied to an amount equal to the Uncertificated Principal
        Balance of REMIC I Regular Interest A-4;

       

      (K) the
        Uncertificated REMIC I Pass-Through Rate for REMIC I Regular Interest M-1
        minus
        the Marker Rate, applied to an amount equal to the Uncertificated Principal
        Balance of REMIC I Regular Interest M-1;

       

      (L) the
        Uncertificated REMIC I Pass-Through Rate for REMIC I Regular Interest M-2
        minus
        the Marker Rate, applied to an amount equal to the Uncertificated Principal
        Balance of REMIC I Regular Interest M-2; 

       

      (M) the
        Uncertificated REMIC I Pass-Through Rate for REMIC I Regular Interest M-3
        minus
        the Marker Rate, applied to an amount equal to the Uncertificated Principal
        Balance of REMIC I Regular Interest M-3;

       

      (N) the
        Uncertificated REMIC I Pass-Through Rate for REMIC I Regular Interest M-4
        minus
        the Marker Rate, applied to an amount equal to the Uncertificated Principal
        Balance of REMIC I Regular Interest M-4;

       

      (O) the
        Uncertificated REMIC I Pass-Through Rate for REMIC I Regular Interest M-5
        minus
        the Marker Rate, applied to an amount equal to the Uncertificated Principal
        Balance of REMIC I Regular Interest M-5;

       

      (P) the
        Uncertificated REMIC I Pass-Through Rate for REMIC I Regular Interest ZZ
        minus
        the Marker Rate, applied to an amount equal to the Uncertificated Principal
        Balance of REMIC I Regular Interest ZZ; and

       

      (Q) 100%
        of
        the interest distributable on REMIC I Regular Interest P.

       

      Uncertificated
        REMIC III Pass-Through Rate: With
        respect to REMIC III Regular Interest A-1-A, a per annum rate equal to the
        lesser of (i) 6.00% and (ii) the Uncertificated REMIC II Pass-Through Rate
        on
        REMIC II Regular Interest A-1-A; with respect to REMIC III Regular Interest
        A-1-B, a per annum rate equal to the lesser of (i) 6.00% and (ii) the
        Uncertificated REMIC II Pass-Through Rate on REMIC II Regular Interest A-1-B;
        with respect to REMIC III Regular Interest A-1-C, a per annum rate equal
        to the
        lesser of (i) 6.00% and (ii) the Uncertificated REMIC II Pass-Through Rate
        on
        REMIC II Regular Interest A-1-C; with respect to REMIC III Regular Interest
        A-2-A, a per annum rate equal to the lesser of (i) 6.00% and (ii) the
        Uncertificated REMIC II Pass-Through Rate on REMIC II Regular Interest A-2-A;
        with respect to REMIC III Regular Interest A-2-B, a per annum rate equal
        to the
        lesser of (i) 6.00% and (ii) the Uncertificated REMIC II Pass-Through Rate
        on
        REMIC II Regular Interest A-2-B; with respect to REMIC III Regular Interest
        A-2-C, a per annum rate equal to the lesser of (i) 6.00% and (ii) the
        Uncertificated REMIC II Pass-Through Rate on REMIC II Regular Interest A-2-C;
        with respect to REMIC III Regular Interest A-2-D, a per annum rate equal
        to the
        lesser of (i) 6.00% and (ii) the Uncertificated REMIC II Pass-Through Rate
        on
        REMIC II Regular Interest A-2-D; with respect to REMIC III Regular Interest
        A-3,
        a per annum rate equal to the lesser of (i) 6.00% and (ii) the Uncertificated
        REMIC II Pass-Through Rate on REMIC II Regular Interest A-3; with respect
        to
        REMIC III Regular Interest A-4, a per annum rate equal to the lesser of (i)
        6.00% and (ii) the Uncertificated REMIC II Pass-Through Rate on REMIC II
        Regular
        Interest A-4; with respect to REMIC III Regular Interest M-1, a per annum
        rate
        equal to the lesser of (i) 5.82% and (ii) the Uncertificated REMIC II
        Pass-Through Rate on REMIC II Regular Interest M-1; with respect to REMIC
        III
        Regular Interest M-2, a per annum rate equal to the lesser of (i) 5.82% and
        (ii)
        the Uncertificated REMIC II Pass-Through Rate on REMIC II Regular Interest
        M-2;
        with respect to REMIC III Regular Interest M-3, a per annum rate equal to
        the
        lesser of (i) 6.00% and (ii) the Uncertificated REMIC II Pass-Through Rate
        on
        REMIC II Regular Interest M-3; with respect to REMIC III Regular Interest
        M-4, a
        per annum rate equal to the lesser of (i) 6.00% and (ii) the Uncertificated
        REMIC II Pass-Through Rate on REMIC II Regular Interest M-4; with respect
        to
        REMIC III Regular Interest M-5, a per annum rate equal to the lesser of (i)
        6.00% and (ii) the Uncertificated REMIC II Pass-Through Rate on REMIC II
        Regular
        Interest M-5; REMIC III Regular Interest CE will not have a Uncertificated
        REMIC
        III Pass-Through Rate but shall be entitled to 100% of the amounts distributed
        on REMIC II Regular Interest CE. With respect to REMIC III Regular Interest
        P,
        0.00%. With respect to REMIC III Regular Interest A-X, the excess of the
        lesser
        of (i) the Uncertificated REMIC II Pass-Through Rate on REMIC II Regular
        Interest A-1-A and (ii) 6.50% over 6.00%.

       

      Uncertificated
        Pass-Through Rate: Uncertificated
        REMIC I Pass-Through Rate, Uncertificated REMIC II Pass-Through Rate and
        Uncertificated REMIC III Pass-Through Rate.

       

      Uncertificated
        REMIC Regular Interest:
        The
        REMIC I Regular Interests, the REMIC II Regular Interests and the REMIC III
        Regular Interests.

       

      Uncollected
        Interest:
        With
        respect to any Distribution Date, the sum of (i) the aggregate Prepayment
        Interest Shortfalls with respect to the Loans for such Distribution Date
        and
        (ii) the aggregate Curtailment Shortfalls with respect to the Loans for such
        Distribution Date.

       

      Uncompensated
        Interest Shortfall:
        For any
        Distribution Date, the excess, if any, of (i) the sum of (a) the related
        Uncollected Interest for such Distribution Date, and (b) any shortfall in
        interest collections for the Loans in the calendar month immediately preceding
        such Distribution Date resulting from a Relief Act Interest Shortfall over
        (ii)
        the aggregate Compensating Interest paid by the Servicers and the Master
        Servicer with respect to the Loans for such Distribution Date, which excess
        shall be allocated to each Class of Certificates, pro rata, according to
        the
        amount of interest accrued thereon in reduction thereof.

       

      Underwriter:
        Deutsche Bank Securities Inc.

       

      Uninsured
        Cause:
        Any
        cause of damage to a Mortgaged Property such that the complete restoration
        of
        such property is not fully reimbursable by the hazard insurance policies
        required to be maintained pursuant to Section 3.9.

       

      U.S.
        Person:
        A
        citizen or resident of the United States, a corporation or partnership
        (including an entity treated as a corporation or partnership for United States
        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 (except, in
        the
        case of a partnership, to the extent provided in regulations) or an estate
        whose
        income is subject to United States federal income tax regardless of its source,
        or a trust if a court within the United States is able to exercise primary
        supervision over the administration of the trust and one or more such U.S.
        Persons have the authority to control all substantial decisions of the trust.
        To
        the extent prescribed in regulations by the Secretary of the Treasury, which
        have not yet been issued, a trust which was in existence on August 20, 1996
        (other than a trust treated as owned by the grantor under subpart E of part
        1 of
        subchapter J of chapter 1 of the Code), and which was treated as a U.S. Person
        on August 20, 1996 may elect to continue to be treated as a U.S. Person
        notwithstanding the previous sentence.

       

      Verification
        Agent:
        As
        defined in Section 3.28.

       

      Verification
        Report:
        As
        defined in Section 3.28.

       

      Voting
        Rights:
        The
        portion of the voting rights of all of the Certificates which is allocated
        to
        any such Certificate. With respect to any date of determination, 98% of all
        Voting Rights will be allocated among the holders of the Class A Certificates,
        the Mezzanine Certificates and the Class CE Certificates in proportion to
        the
        then outstanding Certificate Principal Balances of their respective
        Certificates, 1% of all Voting Rights will be allocated among the holders
        of the
        Class P Certificates and 1% of all Voting Rights will be allocated among
        the
        holders of the Class R Certificates. The Voting Rights allocated to each
        Class
        of Certificate shall be allocated among Holders of each such Class in accordance
        with their respective Percentage Interests as of the most recent Record Date.
        Notwithstanding any of the foregoing, unless a Certificate Insurer Default
        is
        continuing, on any date on which any Insured Certificates are outstanding,
        or
        any amounts are owed to the Certificate Insurer under this Agreement, the
        Certificate Insurer will have all Voting Rights of the Insured Certificates.
        So
        long as the Certificate Insurer has the Voting Rights pursuant to the preceding
        sentence, the reference to holders of the Class A-3 Certificates shall be
        deemed
        to refer to the Certificate Insurer.

       

      Wells
        Fargo:
        Wells
        Fargo Bank, N.A., or any successor thereto.

       

      Wells
        Fargo Custodial Agreement:
        The
        Custodial Agreement, dated as of January 1, 2006, among the Trustee, Wells
        Fargo, GMAC, GreenPoint and PHH.

       

      Wells
        Fargo Seller’s Warranties and Servicing Agreement:
        The
        Seller’s Warranties and Servicing Agreement dated as of January 1, 2006, between
        the Seller and Wells Fargo.

       

      Wells
        Fargo Servicing Agreement:
        The
        Servicing Agreement, dated as of December 1, 2005, between the Seller and
        Wells
        Fargo.

       

      Section
        1.2  Allocation
        of Certain Interest Shortfalls. 

       

      For
        purposes of calculating the Interest Distribution Amount for the Class A
        Certificates, the Mezzanine Certificates and the Class CE Certificates for
        any
        Distribution Date, (1) the aggregate amount of any Prepayment Interest
        Shortfalls and Curtailment Interest Shortfalls to the extent not covered
        by
        payment by the related Servicer pursuant to the related Servicing Agreement
        or
        the Master Servicer pursuant to Section 3.21 shall first reduce the Net Monthly
        Excess Cashflow for such Distribution Date, second, reduce the Interest
        Distribution Amount payable to the Class CE Certificates, third, reduce the
        Interest Distribution Amount payable to the Class M-3 Certificates, fourth,
        reduce the Interest Distribution Amount payable to the Class M-2 Certificates,
        fifth, reduce the Interest Distribution Amount payable to the Class M-1
        Certificates and sixth, reduce the Interest Distribution Amount payable to
        the
        Class A Certificates (on a pro
        rata
        basis
        based on their respective Senior Interest Distribution Amounts before such
        reduction), (2) any Relief Act Interest Shortfalls on the Loans shall be
        allocated to the Certificates on a pro rata basis based on their respective
        Interest Distribution Amounts before such reduction, and (3) the aggregate
        amount of the interest portion of Realized Losses allocated to the Mezzanine
        Certificates and Net WAC Rate Carryover Amounts paid to the Class A Certificates
        (other than the Class A-X-1, Class A-X-2 and Class A-X Certificates) and
        the
        Mezzanine Certificates on any Distribution Date shall be allocated to the
        Class
        CE Certificates to the extent of one month’s interest at the then applicable
        Pass-Through Rate on the Certificate Principal Balance or Notional Amount
        thereof, as applicable.

       

      For
        purposes of calculating the amount of Uncertificated Accrued Interest for
        the
        REMIC I Regular Interests for any Distribution Date, the aggregate amount
        of any Uncompensated Interest Shortfalls incurred in respect of the Loans
        for
        any Distribution Date shall be allocated among
        REMIC I Regular Interest A-1-A, REMIC I Regular Interest A-1-B, REMIC I Regular
        Interest A-1-C, REMIC I Regular Interest A-2-A, REMIC I Regular Interest
        A-2-B,
        REMIC I Regular Interest A-2-C, REMIC I Regular Interest A-2-D, REMIC I Regular
        Interest A-3, REMIC I Regular Interest A-4, REMIC I Regular Interest M-1,
        REMIC
        I Regular Interest M-2, REMIC I Regular Interest M-3, REMIC I Regular Interest
        M-4, REMIC I Regular Interest M-5 and REMIC I Regular Interest ZZ, pro rata
        based on, and to the extent of, one month’s interest at the then applicable
        respective Uncertificated REMIC I Pass-Through Rate on the respective
        Uncertificated Principal Balance of each such REMIC I Regular
        Interest.

       

      For
        purposes of calculating the amount of Uncertificated Accrued Interest for
        the
        REMIC II Regular Interests for any Distribution Date, the aggregate amount
        of any Uncompensated Interest Shortfalls incurred in respect of the Loans
        for
        any Distribution Date shall be allocated among
        REMIC II Regular Interest A-1-A, REMIC II Regular Interest A-1-B, REMIC II
        Regular Interest A-1-C, REMIC II Regular Interest A-2-A, REMIC II Regular
        Interest A-2-B, REMIC II Regular Interest A-2-C, REMIC II Regular Interest
        A-2-D, REMIC II Regular Interest A-3, REMIC II Regular Interest A-4, REMIC
        II
        Regular Interest M-1, REMIC II Regular Interest M-2, REMIC II Regular Interest
        M-3, REMIC II Regular Interest M-4 and REMIC II Regular Interest M-5, pro
        rata
        based on, and to the extent of, one month’s interest at the then applicable
        respective Uncertificated REMIC II Pass-Through Rate on the respective
        Uncertificated Principal Balance of each such REMIC II Regular
        Interest.

       

      For
        purposes of calculating the amount of Uncertificated Accrued Interest for
        the
        REMIC III Regular Interests for any Distribution Date, the aggregate amount
        of any Uncompensated Interest Shortfalls incurred in respect of the Loans
        for
        any Distribution Date shall be allocated among
        REMIC III Regular Interest A-1-A, REMIC III Regular Interest A-1-B, REMIC
        III
        Regular Interest A-1-C, REMIC III Regular Interest A-2-A, REMIC III Regular
        Interest A-2-B, REMIC III Regular Interest A-2-C, REMIC III Regular Interest
        A-2-D, REMIC III Regular Interest A-3, REMIC III Regular Interest A-4, REMIC
        III
        Regular Interest A-X, REMIC III Regular Interest M-1, REMIC III Regular Interest
        M-2, REMIC III Regular Interest M-3, REMIC III Regular Interest M-4, REMIC
        III
        Regular Interest M-5, pro rata based on, and to the extent of, one month’s
        interest at the then applicable respective Uncertificated REMIC III Pass-Through
        Rate on the respective Uncertificated Principal Balance of each such REMIC
        III
        Regular Interest.

       


      


      ARTICLE
        II

       

      CONVEYANCE
        OF TRUST FUND;

      ORIGINAL
        ISSUANCE OF CERTIFICATES

       

      Section
        2.1  Conveyance
        of Trust Fund.
        The
        Depositor, concurrently with the execution and delivery hereof, does hereby
        transfer, assign, set over and otherwise convey to the Trustee, on behalf
        of the
        Trust, without recourse, for the benefit of the Certificateholders, all the
        right, title and interest of the Depositor, including any security interest
        therein for the benefit of the Depositor, in and to the Loans identified
        on the
        Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase
        Agreement, the Servicing Agreements, the Assignment Agreements, the Subsequent
        Mortgage Loan Purchase Agreement and such assets as shall from time to time
        be
        credited or a required by the terms of this Agreement to be credited to the
        Pre-Funding Account and Capitalized Interest Account, (including, without
        limitation the right to enforce the obligations of the other parties thereto
        thereunder), and all other assets included or to be included in REMIC I.
        Such
        assignment includes all interest and principal received by the Depositor
        or the
        applicable Servicer on or with respect to the Loans (other than payments
        of
        principal and interest due on such Loans on or before the Cut-Off Date).
        The
        Depositor herewith delivers to the Trustee executed copies of the Mortgage
        Loan
        Purchase Agreement and the Assignment Agreements (with copies of the related
        Servicing Agreements attached thereto).

       

      In
        connection with such transfer and assignment, the Depositor does hereby deliver
        to, and deposit with the applicable Custodian pursuant to the related Custodial
        Agreement the documents with respect to each Loan as described under Section
        2
        of the related Custodial Agreement (the “Loan Documents”). In connection with
        such delivery and as further described in the related Custodial Agreement,
        the
        applicable Custodian will be required to review such Loan Documents and deliver
        to the Trustee, the Depositor, the Master Servicer, the Certificate Insurer
        and
        the Seller certifications (in the forms attached to the related Custodial
        Agreement) with respect to such review with exceptions noted thereon. In
        addition, the Depositor under the Custodial Agreements will have to cure
        certain
        defects with respect to the Loan Documents for the related Loans after the
        delivery thereof by the Depositor to the Custodians as more particularly
        set
        forth therein.

       

      Notwithstanding
        anything to the contrary contained herein, the parties hereto acknowledge
        that
        the functions of the Trustee with respect to the custody, acceptance, inspection
        and release of the Mortgage Files, including, but not limited to certain
        insurance policies and documents contemplated by Section 3.12, and preparation
        and delivery of the certifications shall be performed by the related Custodian
        pursuant to the terms and conditions of the related Custodial
        Agreement.

       

      The
        Depositor shall deliver or cause the related originator to deliver to the
        related Servicer copies of all trailing documents required to be included
        in the
        related Mortgage File at the same time the originals or certified copies
        thereof
        are delivered to the Trustee or related Custodian, such documents including
        the
        mortgagee policy of title insurance and any Loan Documents upon return from
        the
        recording office. The Servicers shall not be responsible for any custodian
        fees
        or other costs incurred in obtaining such documents and the Depositor shall
        cause the Servicers to be reimbursed for any such costs the Servicers may
        incur
        in connection with performing its obligations under this Agreement.

       

      The
        Loans
        permitted by the terms of this Agreement to be included in the Trust are
        limited
        to (i) Loans (which the Depositor acquired pursuant to the Mortgage Loan
        Purchase Agreement, which contains, among other representations and warranties,
        a representation and warranty of the Seller that no Loan sold by the Seller
        to
        the Depositor is a “High-Cost Home Loan” as defined in the New Jersey Home
        Ownership Act effective November 27, 2003, as defined in the New Mexico Home
        Loan Protection Act effective January 1, 2004, as defined in the Massachusetts
        Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Ann.
        Laws
        Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective
        January 1, 2005 (Ind. Code Ann. Sections 24-9-1 through 24-9-9)) and (ii)
        Substitute Loans (which, by definition as set forth herein and referred to
        in
        the Mortgage Loan Purchase Agreement, are required to conform to, among other
        representations and warranties, the representation and warranty of the Seller
        that no Substitute Loan sold by the Seller to the Depositor is a “High-Cost Home
        Loan” as defined in the New Jersey Home Ownership Act effective November 27,
        2003, as defined in the New Mexico Home Loan Protection Act effective January
        1,
        2004, as defined in the Massachusetts Predatory Home Loan Practices Act,
        effective November 7, 2004 (Mass. Ann. Laws Ch. 183C) or as defined in the
        Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Ann.
        Sections 24-9-1 through 24-9-9)). The Depositor and the Trustee on behalf
        of the
        Trust understand and agree that it is not intended that any mortgage loan
        be
        included in the Trust that is a “High-Cost Home Loan” as defined in the New
        Jersey Home Ownership Act effective November 27, 2003, as defined in the
        New
        Mexico Home Loan Protection Act effective January 1, 2004, as defined in
        the
        Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004
        (Mass. Ann. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices
        Act,
        effective January 1, 2005 (Ind. Code Ann. Sections 24-9-1 through
        24-9-9).

       

      Section
        2.2  Acceptance
        by Trustee.

       

      The
        Trustee acknowledges receipt, subject to the provisions of Section 2.1 hereof
        and Section 2 of the Custodial Agreements, of the Loan Documents and all
        other
        assets included in the definition of “REMIC I” under clauses (i), (ii) and (iii)
        (to the extent of amounts deposited into the Distribution Account), (iv)
        and (v)
        and declares that it holds (or the applicable Custodian on its behalf holds)
        and
        will hold such documents and the other documents delivered to it constituting
        a
        Loan Document, and that it holds (or the applicable Custodian on its behalf
        holds) or will hold all such assets and such other assets included in the
        definition of “REMIC I” in trust for the exclusive use and benefit of all
        present and future Certificateholders and the Certificate Insurer.

       

      Section
        2.3  Repurchase
        or Substitution of Loans. 

       

      (a)  Upon
        discovery or receipt of notice of any materially defective document in, or
        that
        a document is missing from, a Mortgage File or of a breach by the Seller
        of any
        representation, warranty or covenant under the Mortgage Loan Purchase Agreement
        in respect of any Loan that materially and adversely affects the value of
        such
        Loan or the interest therein of the Certificateholders or the Certificate
        Insurer, the Trustee shall promptly notify the Seller of such defect, missing
        document or breach and request that the Seller deliver such missing document,
        cure such defect or breach within 60 days from the date the Seller was notified
        of such missing document, defect or breach, and if the Seller does not deliver
        such missing document or cure such defect or breach in all material respects
        during such period, the Trustee shall enforce the obligations of the Seller
        under the Mortgage Loan Purchase Agreement to repurchase such Loan from REMIC
        I
        at the Purchase Price within 90 days after the date on which the Seller was
        notified of such missing document, defect or breach, if and to the extent
        that
        the Seller is obligated to do so under the Mortgage Loan Purchase Agreement.
        The
        Purchase Price for the repurchased Loan shall be deposited in the Distribution
        Account and the Trustee, upon receipt of written certification from the
        Securities Administrator of such deposit and receipt by the Custodian of
        a
        properly completed request for release for such Loan in the form of Exhibit
        3 to
        the related Custodial Agreement, shall release or cause the applicable Custodian
        to release to the Seller the related Mortgage File and the Trustee shall
        execute
        and deliver such instruments of transfer or assignment, in each case without
        recourse, representation or warranty, as the Seller shall furnish to it and
        as
        shall be necessary to vest in the Seller any Loan released pursuant hereto,
        and
        the Trustee shall not have any further responsibility with regard to such
        Mortgage File. In lieu of repurchasing any such Loan as provided above, if
        so
        provided in the Mortgage Loan Purchase Agreement, the Seller may cause such
        Loan
        to be removed from REMIC I (in which case it shall become a Deleted Loan)
        and
        substitute one or more Substitute Loans in the manner and subject to the
        limitations set forth in Section 2.3(b). It is understood and agreed that
        the
        obligation of the Seller to cure or to repurchase (or to substitute for)
        any
        Loan as to which a document is missing, a material defect in a constituent
        document exists or as to which such a breach has occurred and is continuing
        shall constitute the sole remedy respecting such omission, defect or breach
        available to the Trustee, the Certificateholders and the Certificate Insurer.
        Notwithstanding the foregoing, if the representation made by the Seller in
        Section 6(xxiv) of the Mortgage Loan Purchase Agreement is breached, the
        Trustee
        shall enforce the obligation of the Seller to repurchase such Loan at the
        Purchase Price, or to provide a Substitute Loan (plus any costs and damages
        incurred by the Trust Fund in connection with any violation by any such Loan
        of
        any predatory or abusive lending law) within 90 days after the date on which
        the
        Seller was notified of such breach.

       

      In
        addition, should the Master Servicer become aware of or in the event of its
        receipt of notice by a Responsible Officer of the Master Servicer of the
        breach
        of the representation or covenant of the Seller set forth in Section 5(x)
        of the
        Mortgage Loan Purchase Agreement which materially and adversely affects the
        interests of the Holders of the Class P Certificates in any Prepayment Charge,
        the Master Servicer shall promptly notify the Seller and the Trustee of such
        breach. The Trustee shall enforce the obligations of the Seller under the
        Mortgage Loan Purchase Agreement to remedy such breach to the extent and
        in the
        manner set forth in the Mortgage Loan Purchase Agreement.

       

      (b)  Any
        substitution of Substitute Loans for Deleted Loans made pursuant to Section
        2.3(a) must be effected prior to the date which is two years after the Startup
        Day for the REMIC I.

       

      As
        to any
        Deleted Loan for which the Seller, substitutes a Substitute Loan or Loans,
        such
        substitution shall be effected by the Seller delivering to the Trustee or
        the
        applicable Custodian on behalf of the Trustee, for such Substitute Loan or
        Loans, the Mortgage Note, the Mortgage, the Assignment to the Trustee, and
        such
        other documents and agreements, with all necessary endorsements thereon,
        as are
        required by Section 2 of the Custodial Agreements, as applicable, together
        with
        an Officers’ Certificate providing that each such Substitute Loan satisfies the
        definition thereof and specifying the Substitution Shortfall Amount (as
        described below), if any, in connection with such substitution. The applicable
        Custodian on behalf of the Trustee shall acknowledge receipt of such Substitute
        Loan or Loans and, within ten Business Days thereafter, review such documents
        and deliver to the Depositor, the Trustee and the Master Servicer, with respect
        to such Substitute Loan or Loans, an initial certification pursuant to the
        related Custodial Agreement, with any applicable exceptions noted thereon.
        Within one year of the date of substitution, the Custodian on behalf of the
        Trustee shall deliver to the Depositor, the Trustee and the Master Servicer
        a
        final certification pursuant to the Custodial Agreement with respect to such
        Substitute Loan or Loans, with any applicable exceptions noted thereon. Monthly
        Payments due with respect to Substitute Loans in the month of substitution
        are
        not part of REMIC I and shall be retained by the Seller. For the month of
        substitution, distributions to Certificateholders shall reflect the Monthly
        Payment due on such Deleted Loan on or before the Due Date in the month of
        substitution, and the Seller shall thereafter be entitled to retain all amounts
        subsequently received in respect of such Deleted Loan. The Depositor shall
        give
        or cause to be given written notice to the Certificateholders that such
        substitution has taken place, shall amend the Loan Schedule to reflect the
        removal of such Deleted Loan from the terms of this Agreement and the
        substitution of the Substitute Loan or Loans and shall deliver a copy of
        such
        amended Loan Schedule to the Trustee and the Master Servicer. Upon such
        substitution, such Substitute Loan or Loans shall constitute part of the
        Trust
        Fund and shall be subject in all respects to the terms of this Agreement
        and the
        Mortgage Loan Purchase Agreement including all applicable representations
        and
        warranties thereof included herein or in the Mortgage Loan Purchase
        Agreement.

       

      For
        any
        month in which the Seller substitutes one or more Substitute Loans for one
        or
        more Deleted Loans, the Master Servicer shall determine the amount (the
“Substitution Shortfall Amount”), if any, by which the aggregate Purchase Price
        of all such Deleted Loans exceeds the aggregate of, as to each such Substitute
        Loan, the Scheduled Principal Balance thereof as of the Due Date in the month
        of
        substitution, together with one month’s interest on such Scheduled Principal
        Balance at the applicable Net Mortgage Rate, plus all outstanding Advances
        and
        Servicing Advances (including Nonrecoverable Advances) related thereto. On
        the
        date of such substitution, the Seller shall deliver or cause to be delivered
        to
        the Securities Administrator for deposit in the Distribution Account an amount
        equal to the Substitution Shortfall Amount, if any, and the Trustee or the
        applicable Custodian on behalf of the Trustee, upon receipt of the related
        Substitute Loan or Loans and certification by the Securities Administrator
        of
        such deposit and receipt by the applicable Custodian of a properly completed
        request for release for such Loan in the form of Exhibit 3 to the related
        Custodial Agreement, shall release to the Seller the related Mortgage File
        or
        Files and the Trustee shall execute and deliver such instruments of transfer
        or
        assignment, in each case without recourse, representation or warranty, as
        the
        Seller shall deliver to it and as shall be necessary to vest therein any
        Deleted
        Loan released pursuant hereto.

       

      In
        addition, the Seller shall obtain at its own expense and deliver to the Trustee
        an Opinion of Counsel to the effect that such substitution will not cause
        (a)
        any federal tax to be imposed on any REMIC, including without limitation,
        any
        federal tax imposed on “prohibited transactions” under Section 860F(a)(1) of the
        Code or on “contributions after the startup date” under Section 860G(d)(1) of
        the Code, or (b) any REMIC to fail to qualify as a REMIC at any time that
        any
        Certificate is outstanding.

       

      (c)  Upon
        discovery by the Depositor, the Seller, the Master Servicer or the Trustee
        that
        any Loan does not constitute a “qualified mortgage” within the meaning of
        Section 860G(a)(3) of the Code, the party discovering such fact shall within
        two
        Business Days give written notice thereof to the other parties. In connection
        therewith, the Seller shall repurchase or substitute one or more Substitute
        Loans for the affected Loan within 90 days of the earlier of discovery or
        receipt of such notice with respect to such affected Loan. Such repurchase
        or
        substitution shall be made by (i) the Seller, if the affected Loan’s status as a
        non-qualified mortgage is or results from a breach of any representation,
        warranty or covenant made by the Seller under the Mortgage Loan Purchase
        Agreement or (ii) the Depositor, if the affected Loan’s status as a
        non-qualified mortgage does not result from a breach of representation or
        warranty. Any such repurchase or substitution shall be made in the same manner
        as set forth in Section 2.3(a). The Trustee shall reconvey to the Seller
        or the
        Depositor the Loan to be released pursuant hereto in the same manner, and
        on the
        same terms and conditions, as it would a Loan repurchased for breach of a
        representation or warranty.

       

      (d)  Within
        90
        days of the earlier of discovery by the Master Servicer or receipt of notice
        by
        the Master Servicer of the breach of any representation, warranty or covenant
        of
        the Master Servicer set forth in Section 2.5 which materially and adversely
        affects the interests of the Certificateholders or the Certificate Insurer
        in
        any Loan or Prepayment Charge, the Master Servicer shall cure such breach
        in all
        material respects.

       

      Section
        2.4  Authentication
        and Delivery of Certificates; Designation of Certificates as REMIC Regular
        and
        Residual Interests. 

       

      (a)  The
        Trustee acknowledges the transfer to the extent provided herein and assignment
        to it of the Trust Fund and, concurrently with such transfer and assignment,
        has
        caused the Securities Administrator to execute and authenticate and has
        delivered to or upon the order of the Depositor, in exchange for the Trust
        Fund,
        Certificates evidencing the entire ownership of the Trust Fund.

       

      (b)  This
        Agreement shall be construed so as to carry out the intention of the parties
        that each of REMIC I, REMIC II, REMIC III and REMIC IV be treated as a REMIC
        at
        all times prior to the date on which the Trust Fund is terminated. The “regular
        interests” (within the meaning of Section 860G(a)(1) of the Code) in REMIC IV
        shall consist of the Class A-1-A, A-1-B, Class A-1-C, Class A-2-A, Class
        A-2-B,
        Class A-2-C, Class A-2-D and Class A-X Certificates, the REMIC IV Regular
        Interests A-1-A, A-1-B and A-2-A (each such REMIC IV Regular Interest
        beneficially owned by the holders of the Class A-X-1 Certificates), the REMIC
        IV
        Regular Interests A-1-C, A-2-B, A-2-C, A-2-D, A-3 and A-4 (each such REMIC
        IV
        Regular Interest beneficially owned by the holders of the Class A-X-2
        Certificates), the Mezzanine Certificates, the Class CE Certificates and
        the
        Class P Certificate. The “residual interest” (within the meaning of Section
        860G(a)(2) of the Code) in REMIC IV shall consist of Component R-4. The "regular
        interests" (within the meaning of Section 860G(a)(1) of the Code) of REMIC
        III
        shall consist of the REMIC III Regular Interests. The "residual interest"
        (within the meaning of Section 860(G)(a)(2) of the Code) of REMIC III shall
        consist of Component R-3. The "regular interests" (within the meaning of
        Section
        860G(a)(1) of the Code) of REMIC II shall consist of the REMIC II Regular
        Interests. The "residual interest" (within the meaning of Section 860(G)(a)(2)
        of the Code) of REMIC II shall consist of Component R-2. The "regular interests"
        (within the meaning of Section 860G(a)(1) of the Code) of REMIC I shall consist
        the REMIC I Regular Interests. The "residual interest" (within the meaning
        of
        Section 860(G)(a)(2) of the Code) of REMIC I shall consist of Component
        R-1.

       

      Section
        2.5  Representations
        and Warranties of the Master Servicer. 

       

      The
        Master Servicer hereby represents, warrants and covenants to the Trustee,
        for
        the benefit of each of the Trustee, the Certificateholders, the Certificate
        Insurer and the Depositor that as of the Closing Date or as of such date
        specifically provided herein:

       

      (i)  The
        Master Servicer is a national banking association duly formed, validly existing
        and in good standing under the laws of the United States of America and is
        duly
        authorized and qualified to transact any and all business contemplated by
        this
        Agreement to be conducted by the Master Servicer;

       

      (ii)  The
        Master Servicer has the full power and authority to conduct its business
        as
        presently conducted by it and to execute, deliver and perform, and to enter
        into
        and consummate, all transactions contemplated by this Agreement. The Master
        Servicer has duly authorized the execution, delivery and performance of this
        Agreement, has duly executed and delivered this Agreement, and this Agreement,
        assuming due authorization, execution and delivery by the Depositor and the
        Trustee, constitutes a legal, valid and binding obligation of the Master
        Servicer, enforceable against it in accordance with its terms except as the
        enforceability thereof may be limited by bankruptcy, insolvency, reorganization
        or similar laws affecting the enforcement of creditors’ rights generally and by
        general principles of equity;

       

      (iii)  The
        execution and delivery of this Agreement by the Master Servicer, the
        consummation by the Master Servicer of any other of the transactions herein
        contemplated, and the fulfillment of or compliance with the terms hereof
        are in
        the ordinary course of business of the Master Servicer and will not (A) result
        in a breach of any term or provision of charter and by-laws of the Master
        Servicer or (B) conflict with, result in a breach, violation or acceleration
        of,
        or result in a default under, the terms of any other material agreement or
        instrument to which the Master Servicer is a party or by which it may be
        bound,
        or any statute, order or regulation applicable to the Master Servicer of
        any
        court, regulatory body, administrative agency or governmental body having
        jurisdiction over the Master Servicer; and the Master Servicer is not a party
        to, bound by, or in breach or violation of any indenture or other agreement
        or
        instrument, or subject to or in violation of any statute, order or regulation
        of
        any court, regulatory body, administrative agency or governmental body having
        jurisdiction over it, which materially and adversely affects or, to the Master
        Servicer’s knowledge, would in the future materially and adversely affect, (x)
        the ability of the Master Servicer to perform its obligations under this
        Agreement or (y) the business, operations, financial condition, properties
        or
        assets of the Master Servicer taken as a whole;

       

      (iv)  The
        Master Servicer does not believe, nor does it have any reason or cause to
        believe, that it cannot perform each and every covenant made by it and contained
        in this Agreement;

       

      (v)  No
        litigation is pending against the Master Servicer that would materially and
        adversely affect the execution, delivery or enforceability of this Agreement
        or
        the ability of the Master Servicer to perform any of its other obligations
        hereunder in accordance with the terms hereof,

       

      (vi)  There
        are
        no actions or proceedings against, or investigations known to it of, the
        Master
        Servicer before any court, administrative or other tribunal (A) that might
        prohibit its entering into this Agreement, (B) seeking to prevent the
        consummation of the transactions contemplated by this Agreement or (C) that
        might prohibit or materially and adversely affect the performance by the
        Master
        Servicer of its obligations under, or validity or enforceability of, this
        Agreement; and

       

      (vii)  No
        consent, approval, authorization or order of any court or governmental agency
        or
        body is required for the execution, delivery and performance by the Master
        Servicer of, or compliance by the Master Servicer with, this Agreement or
        the
        consummation by it of the transactions contemplated by this Agreement, except
        for such consents, approvals, authorizations or orders, if any, that have
        been
        obtained prior to the Closing Date.

       

      It
        is
        understood and agreed that the representations, warranties and covenants
        set
        forth in this Section 2.5 shall inure to the benefit of the Trustee, the
        Depositor, the Certificate Insurer and the Certificateholders.

       

      Section
        2.6  Conveyance
        of Subsequent Loans.

       

      (a)  Subject
        to the conditions set forth in paragraph (b) below, in consideration of the
        Securities Administrator’s delivery, on behalf of the Trustee, on the Subsequent
        Transfer Dates to or upon the order of the Depositor of all or a portion
        of the
        balance of funds in the Pre-Funding Account, the Depositor shall on any
        Subsequent Transfer Date sell, transfer, assign, set over and convey without
        recourse to the Trust Fund but subject to the other terms and provisions
        of this
        Agreement all of the right, title and interest of the Depositor in and to
        (i)
        the Subsequent Loans identified on the Loan Schedule attached to the related
        Subsequent Transfer Instrument delivered by the Depositor on such Subsequent
        Transfer Date, (ii) all interest accruing thereon on and after the Subsequent
        Cut-Off Date and all collections in respect of interest and principal due
        after
        the Subsequent Cut-Off Date and (iii) all items with respect to such Subsequent
        Loans to be delivered pursuant to Section 2.1 and the other items in the
        related
        Mortgage Files; provided, however, that the Depositor reserves and retains
        all
        right, title and interest in and to principal received and interest accruing
        on
        the Subsequent Loans prior to the related Subsequent Cut-Off Date. The transfer
        to the Trustee for deposit in the Trust Fund by the Depositor of the Subsequent
        Loans identified on the Loan Schedule shall be absolute and is intended by
        the
        Depositor, the Trustee and the Certificateholders to constitute and to be
        treated as a sale of the Subsequent Loans by the Depositor to the Trust Fund.
        The related Mortgage File for each Subsequent Loan shall be delivered to
        the
        Trustee (or the applicable Custodian on its behalf) at least three (3) Business
        Days prior to the related Subsequent Transfer Date.

       

      The
        purchase price paid by the Trustee on behalf of the Trust Fund from amounts
        released from the Pre-Funding Account shall be one-hundred percent (100%)
        of the
        aggregate Scheduled Principal Balance of the related Subsequent Loans so
        transferred (as identified on the Loan Schedule provided by the Depositor).
        This
        Agreement shall constitute a fixed-price purchase contract in accordance
        with
        Section 860G(a)(3)(A)(ii) of the Code.

       

      (b)  The
        Depositor shall transfer to the Trustee for deposit in the Trust Fund the
        Subsequent Loans and the other property and rights related thereto as described
        in paragraph (a) above, and the Securities Administrator shall release funds
        from the Pre-Funding Account only upon the satisfaction of each of the following
        conditions on or prior to the related Subsequent Transfer Date:

       

      (i)  the
        Depositor shall have provided the Trustee, the Securities Administrator and
        the
        Rating Agencies with a timely addition notice substantially in the form set
        forth on Exhibit H hereto (an “Addition Notice”) and shall have provided any
        information reasonably requested by the Trustee with respect to the Subsequent
        Loans;

       

      (ii)  the
        Depositor shall have delivered to the Trustee and the Securities Administrator
        a
        duly executed Subsequent Transfer Instrument, substantially in the form of
        Exhibit I, which shall include a Loan Schedule listing the Subsequent Loans,
        and
        the Seller shall have delivered a computer file acceptable to the Trustee
        and
        the Securities Administrator containing such Loan Schedule to the Trustee
        and
        the Securities Administrator at least three (3) Business Days prior to the
        related Subsequent Transfer Date;

       

      (iii)  as
        of
        each Subsequent Transfer Date, as evidenced by delivery of the Subsequent
        Transfer Instrument, the Depositor shall not be insolvent nor shall it have
        been
        rendered insolvent by such transfer nor shall it be aware of any pending
        insolvency;

       

      (iv)  such
        sale
        and transfer shall not result in a material adverse tax consequence to the
        Trust
        Fund or the Certificateholders;

       

      (v)  the
        Pre-Funding Period shall not have terminated;

       

      (vi)  the
        Depositor shall not have selected the Subsequent Loans in a manner that it
        believed to be adverse to the interests of the Certificateholders;

       

      (vii)  the
        Depositor shall have delivered to the Trustee (with a copy to the Securities
        Administrator) a Subsequent Transfer Instrument confirming the satisfaction
        of
        the conditions precedent specified in this Section 2.6 and, pursuant to the
        Subsequent Transfer Instrument, assigned to the Trustee without recourse
        for the
        benefit of the Certificateholders all the right, title and interest of the
        Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement,
        to
        the extent of the Subsequent Loans;

       

      (viii)  the
        Depositor shall have delivered to the Trustee an Opinion of Counsel addressed
        to
        the Trustee and the Rating Agencies with respect to the transfer of the
        Subsequent Loans substantially in the form of the Opinion of Counsel delivered
        to the Trustee on the Closing Date regarding the true sale of the Subsequent
        Loans; and

       

      (ix)  GMAC
        or
        Wells Fargo, or a successor to GMAC or Wells Fargo, appointed in accordance
        with
        the terms of this Agreement, is the servicer of the Subsequent
        Loans.

       

      (c)  Each
        Subsequent Loan that has been identified and is expected to be sold to the
        trust
        on the related Subsequent Transfer Date will have the characteristics set
        forth
        below as of the Cut-Off Date. In addition, the obligation of the Trust Fund
        to
        purchase any Subsequent Loan that has not been identified on the Cut-Off
        Date,
        but is sold to the Trust during the Pre-Funding Period, is subject to the
        satisfaction of the conditions set forth in the immediately preceding paragraph
        and the accuracy of the following representations and warranties with respect
        to
        each such Subsequent Loan determined as of the applicable Subsequent Transfer
        Date: (i) such Subsequent Loan may not be thirty (30) or more days delinquent
        as
        of the last day of the month preceding the Subsequent Cut-Off Date; (ii)
        the
        servicer of each Subsequent Loan will be GMAC or Wells Fargo (or a successor);
        (iii) such Subsequent Loan will be secured by a first lien; (iv) the original
        term to stated maturity of such Subsequent Loan will be no less than 360
        months;
        (v) the latest maturity date of any Subsequent Loan will be no later than
        January, 2036; (vi) no Subsequent Loan will have a first payment date occurring
        after February, 2006; (vii) such Subsequent Loan will have a credit score
        of not
        less than 620; and (viii) such Subsequent Loan will not have a loan-to-value
        ratio greater than 100.00%.

       

      (d)  As
        of
        each Subsequent Cut-Off Date, the aggregate of the Subsequent Loans identified
        and expected to be sold to the trust on the related Subsequent Transfer Date,
        including any Subsequent Loans that have not been identified on the Cut-Off
        Date
        and are sold to the trust during the Pre-Funding Period, will satisfy the
        following criteria: (i) have a weighted average credit score greater than
        approximately 670; (ii) have no less than approximately 60% of the Mortgaged
        Properties be owner occupied; (iii) have no less than approximately 75% of
        the
        Mortgaged Properties be single family detached or planned unit developments;
        (iv) have no more than approximately 40% of the Subsequent Loan be cash out
        refinance; (v) have a weighted average remaining term to stated maturity
        of less
        than approximately 360 months; (vi) have a weighted average loan-to-value
        ratio
        of not more than approximately 80%; (vii) no more than approximately 20%
        of the
        Subsequent Loan by aggregate Principal Balance will be concentrated in one
        state; and (viii) be acceptable to the Rating Agencies.

       

      (e)  Notwithstanding
        the foregoing, any Subsequent Loan may be rejected by any Rating Agency if
        the
        inclusion of any such Subsequent Loan would adversely affect the ratings
        of any
        Class of Certificates. At least one (1) Business Day prior to the Subsequent
        Transfer Date, each Rating Agency shall notify the Trustee and the Securities
        Administrator as to which Subsequent Loans, if any, shall not be included
        in the
        transfer on the Subsequent Transfer Date; provided, however, that the Seller
        shall have delivered to each Rating Agency at least three (3) Business Days
        prior to such Subsequent Transfer Date a computer file acceptable to each
        Rating
        Agency describing the characteristics specified in paragraphs (c) and (d)
        above.

       

      Section
        2.7  Establishment
        of the Trust. 

       

      The
        Depositor does hereby establish, pursuant to the further provisions of this
        Agreement and the laws of the State of New York, an express trust to be known,
        for convenience, as “Deutsche Alt-B Securities, Mortgage Loan Trust, Series
        2006-AB1” and does hereby appoint HSBC Bank USA, National Association as Trustee
        in accordance with the provisions of this Agreement.

       

      Section
        2.8  Purpose
        and
        Powers of the Trust.

       

      (a)  The
        purpose
        of the
        common law trust, as created hereunder, is to engage in the following
        activities:

       

      (b)  acquire
        and hold the Loans and the other assets of the Trust Fund and the proceeds
        therefrom;

       

      (c)  to
        issue
        the Certificates sold to the Depositor in exchange for the Loans;

       

      (d)  to
        make
        payments on the Certificates and payments to the Certificate Insurer in respect
        of the premium and reimbursement amounts;

       

      (e)  to
        engage
        in those activities that are necessary, suitable or convenient to accomplish
        the
        foregoing or are incidental thereto or connected therewith; and

       

      (f)  subject
        to compliance with this Agreement, to engage in such other activities as
        may be
        required in connection with conservation of the Trust Fund and the making
        of
        distributions to the Certificateholders.

       

      The
        trust
        is hereby authorized to engage in the foregoing activities. The Trustee shall
        not cause the trust to engage in any activity other than in connection with
        the
        foregoing or other than as required or authorized by the terms of this Agreement
        while any Certificate is outstanding, and this Section 2.8 may not be amended
        without the consent of the Certificateholders evidencing 51% or more of the
        aggregate Voting Rights of the Certificates.

       


      


      ARTICLE
        III

       

      ADMINISTRATION
        AND SERVICING OF THE LOANS; ACCOUNTS

       

      Section
        3.1  Master
        Servicer.
        The
        Master Servicer shall supervise, monitor and oversee the obligation of the
        Servicers to service and administer their respective Loans in accordance
        with
        the terms of the applicable Servicing Agreement and shall have full power
        and
        authority to do any and all things which it may deem necessary or desirable
        in
        connection with such master servicing and administration. In performing its
        obligations hereunder, the Master Servicer shall act in a manner consistent
        with
        Accepted Master Servicing Practices. Furthermore, the Master Servicer shall
        oversee and consult with each Servicer as necessary from time-to-time to
        carry
        out the Master Servicer’s obligations hereunder, shall receive, review and
        evaluate all reports, information and other data provided to the Master Servicer
        by each Servicer and shall cause each Servicer to perform and observe the
        covenants, obligations and conditions to be performed or observed by such
        Servicer under the applicable Servicing Agreement. The Master Servicer shall
        independently and separately monitor each Servicer’s servicing activities with
        respect to each related Loan, reconcile the results of such monitoring with
        such
        information provided in the previous sentence on a monthly basis and coordinate
        corrective adjustments to the Servicers’ and Master Servicer’s records, and
        based on such reconciled and corrected information, prepare the statements
        specified in Section 4.3 and any other information and statements required
        to be
        provided by the Master Servicer hereunder. The Master Servicer shall reconcile
        the results of its Loan monitoring with the actual remittances of the Servicers
        to the Distribution Account pursuant to the applicable Servicing
        Agreements.

       

      Notwithstanding
        anything in this Agreement or any Servicing Agreement to the contrary, the
        Master Servicer shall not have any duty or obligation to enforce any Credit
        Risk
        Management Agreement that a Servicer is a party to (a “Servicer Credit Risk
        Management Agreement”) or to supervise, monitor or oversee the activities of the
        Credit Risk Manager under any such Servicer Credit Risk Management Agreement
        with respect to any action taken or not taken by the applicable Servicer
        pursuant to a recommendation of the Credit Risk Manager.

       

      The
        Trustee shall furnish the Servicers and the Master Servicer with any limited
        powers of attorney and other documents in form reasonably acceptable to it
        necessary or appropriate to enable the Servicers and the Master Servicer
        to
        service or master service and administer the related Loans and REO Property.
        The
        Trustee shall have no responsibility for any action of the Master Servicer
        or
        any Servicer pursuant to any such limited power of attorney and shall be
        indemnified by the Master Servicer or such Servicer for any cost, liability
        or
        expense arising from the misuse thereof by the Master Servicer or such
        Servicer.

       

      The
        Trustee, the Custodians and the Securities Administrator shall provide access
        to
        the records and documentation in possession of the Trustee, the Custodians
        or
        the Securities Administrator regarding the related Loans and REO Property
        and
        the servicing thereof to the Certificateholders, the FDIC, and the supervisory
        agents and examiners of the FDIC, such access being afforded only upon
        reasonable prior written request and during normal business hours at the
        office
        of the Trustee, the Custodians or the Securities Administrator; provided,
        however, that, unless otherwise required by law, none of the Trustee, the
        Custodians or the Securities Administrator shall be required to provide access
        to such records and documentation if the provision thereof would violate
        the
        legal right to privacy of any Mortgagor. The Trustee, the Custodians and
        the
        Securities Administrator shall allow representatives of the above entities
        to
        photocopy any of the records and documentation and shall provide equipment
        for
        that purpose at a charge that covers the Trustee’s, a Custodian’s or the
        Securities Administrator’s actual costs.

       

      The
        Trustee shall execute and deliver to the related Servicer or the Master Servicer
        upon request any court pleadings, requests for trustee’s sale or other documents
        necessary or desirable and, in each case, provided to the Trustee by such
        Servicer or Master Servicer to (i) the foreclosure or trustee’s sale with
        respect to a Mortgaged Property; (ii) any legal action brought to obtain
        judgment against any Mortgagor on the Mortgage Note or any other Loan Document;
        (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce
        any
        other rights or remedies provided by the Mortgage Note or any other Loan
        Document or otherwise available at law or equity. The Trustee shall have
        no
        responsibility for the willful malfeasance or any wrongful or negligent actions
        taken by the Master Servicer or any Servicer in respect of any document
        delivered by the Trustee under this paragraph, and the Trustee shall be
        indemnified by the Master Servicer or such Servicer, as applicable, for any
        cost, liability or expense arising from the misuse thereof by the Master
        Servicer or such Servicer.

       

      Section
        3.2  REMIC-Related
        Covenants.
        For as
        long as each REMIC shall exist, the Trustee and the Securities Administrator
        shall treat such REMIC as a REMIC, and the Trustee and the Securities
        Administrator shall comply with any directions of the Seller, the related
        Servicer or the Master Servicer to assure such continuing treatment. In
        particular, the Trustee shall not (a) sell or permit the sale of all or any
        portion of the Loans or of any investment of deposits in an Account unless
        such
        sale is as a result of a repurchase of the Loans pursuant to this Agreement
        or
        the Trustee has received an Opinion of Counsel stating that such sale will
        not
        result in an Adverse REMIC Event as defined in Section 10.1(f) hereof prepared
        at the expense of the Trust Fund; and (b) other than with respect to a
        substitution pursuant to the Mortgage Loan Purchase Agreement, the Assignment
        Agreements or Section 2.3 of this Agreement, as applicable, accept any
        contribution to any REMIC after the Startup Day without receipt of an Opinion
        of
        Counsel stating that such contribution will not result in an Adverse REMIC
        Event
        as defined in Section 10.1(f) hereof.

       

      Section
        3.3  Monitoring
        of Servicers. 

       

      (a)  The
        Master Servicer shall be responsible for monitoring the compliance by each
        Servicer with its duties under the related Servicing Agreement. In the review
        of
        each Servicer’s activities, the Master Servicer may rely upon an officer’s
        certificate of any Servicer with regard to such Servicer’s compliance with the
        terms of its Servicing Agreement. In the event that the Master Servicer,
        in its
        judgment, determines that a Servicer should be terminated in accordance with
        its
        Servicing Agreement, or that a notice should be sent pursuant to such Servicing
        Agreement with respect to the occurrence of an event that, unless cured,
        would
        constitute grounds for such termination, the Master Servicer shall notify
        the
        Seller and the Trustee thereof and the Master Servicer shall issue such notice
        or take such other action as it deems appropriate; provided, however that
        if the
        defaulting Servicer is Wells Fargo, the Trustee shall issue such notice or
        take
        such other action as it deems appropriate.

       

      (b)  The
        Master Servicer, for the benefit of the Trustee, the Certificateholders and
        the
        Certificate Insurer, shall enforce the obligations of each Servicer under
        the
        related Servicing Agreement, and shall, in the event that a Servicer (other
        than
        Wells Fargo) fails to perform its obligations in accordance with the related
        Servicing Agreement, subject to the preceding paragraph, terminate the rights
        and obligations of such Servicer thereunder and act as servicer of the related
        Loans or to cause the Trustee to enter in to a new Servicing Agreement with
        a
        successor servicer selected by the Master Servicer; provided however that
        if the
        defaulting servicer is Wells Fargo, the Trustee shall terminate the rights
        and
        obligations of such Servicer and enter into a new Servicing Agreement with
        a
        successor servicer selected by it provided, further that, it is understood
        and
        acknowledged by the parties hereto that there will be a period of transition
        (not to exceed ninety (90) days) before the actual servicing functions can
        be
        fully transferred to such successor servicer. Such enforcement, including,
        without limitation, the legal prosecution of claims, termination of Servicing
        Agreements and the pursuit of other appropriate remedies, shall be in such
        form
        and carried out to such an extent and at such time as the Master Servicer
        or the
        Trustee, as applicable, in its good faith business judgment, would require
        were
        it the owner of the related Loans. The Master Servicer or the Trustee, as
        applicable shall pay the costs of such enforcement at its own expense, provided
        that the Master Servicer or the Trustee, as applicable shall not be required
        to
        prosecute or defend any legal action except to the extent that the Master
        Servicer shall have received indemnity reasonably acceptable to it for its
        costs
        and expenses in pursuing such action.

       

      (c)  To
        the
        extent that the costs and expenses of the Master Servicer or the Trustee,
        if
        applicable, related to any termination of a Servicer, appointment of a successor
        servicer or the transfer and assumption of servicing by the Master Servicer
        or
        the Trustee, if applicable with respect to any Servicing Agreement (including,
        without limitation, (i) all legal costs and expenses and all due diligence
        costs
        and expenses associated with an evaluation of the potential termination of
        the
        related Servicer as a result of an event of default by such Servicer and
        (ii)
        all costs and expenses associated with the complete transfer of servicing,
        including all servicing files and all servicing data and the completion,
        correction or manipulation of such servicing data as may be required by the
        successor servicer to correct any errors or insufficiencies in the servicing
        data or otherwise to enable the successor servicer to service the Loans in
        accordance with the related Servicing Agreement) are not fully and timely
        reimbursed by the terminated Servicer, the Master Servicer or the Trustee,
        if
        applicable, shall be entitled to reimbursement of such costs and expenses
        from
        the Distribution Account. 

       

      (d)  The
        Master Servicer shall require each Servicer to comply with the remittance
        requirements and other obligations set forth in the related Servicing
        Agreement.

       

      (e)  If
        the
        Master Servicer acts as Servicer, it shall not assume liability for the
        representations and warranties of the Servicer, if any, that it
        replaces.

       

      Section
        3.4  Fidelity
        Bond.
        The
        Master Servicer, at its expense, shall maintain in effect a blanket fidelity
        bond and an errors and omissions insurance policy that would meet the
        requirements of Fannie Mae or Freddie Mac, affording coverage with respect
        to
        all directors, officers, employees and other Persons acting on such Master
        Servicer’s behalf, and covering errors and omissions in the performance of the
        Master Servicer’s obligations hereunder. The errors and omissions insurance
        policy and the fidelity bond shall be in such form and amount generally
        acceptable for entities serving as master servicers or trustees. Any such
        errors
        and omissions policy and fidelity bond may not be cancelable without thirty
        (30)
        days’ prior written notice to the Trustee.

       

      Section
        3.5  Power
        to Act; Procedures.
        The
        Master Servicer shall master service the Loans and shall have full power
        and
        authority, subject to the REMIC Provisions and the provisions of Article
        X
        hereof, to do any and all things that it may deem necessary or desirable
        in
        connection with the master servicing and administration of the Loans, including
        but not limited to the power and authority (i) to execute and deliver, on
        behalf
        of the Certificateholders, the Trustee and the Certificate Insurer, customary
        consents or waivers and other instruments and documents, (ii) to consent
        to
        transfers of any Mortgaged Property and assumptions of the Mortgage Notes
        and
        related Mortgages, (iii) to collect any Insurance Proceeds and Liquidation
        Proceeds, and (iv) to effectuate foreclosure or other conversion of the
        ownership of the Mortgaged Property securing any Loan, in each case, in
        accordance with the provisions of this Agreement and the related Servicing
        Agreement, as applicable; provided, however, that the Master Servicer shall
        not
        (and, consistent with its responsibilities under Section 3.3, shall not permit
        any Servicer to) knowingly or intentionally take any action, or fail to take
        (or
        fail to cause to be taken) any action reasonably within its control and the
        scope of duties more specifically set forth herein, that, under the REMIC
        Provisions, if taken or not taken, as the case may be, would cause any REMIC
        to
        fail to qualify as a REMIC or result in the imposition of a tax upon the
        Trust
        Fund (including but not limited to the tax on prohibited transactions as
        defined
        in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC
        set
        forth in Section 860G(d) of the Code) unless the Master Servicer has received
        an
        Opinion of Counsel (but not at the expense of the Master Servicer) to the
        effect
        that the contemplated action will not cause any REMIC to fail to qualify
        as a
        REMIC or result in the imposition of a tax upon any REMIC. The Trustee shall
        furnish the Master Servicer, upon written request from a Servicing Officer,
        with
        any powers of attorney, in form acceptable to the Trustee, empowering the
        Master
        Servicer or the related Servicer to execute and deliver instruments of
        satisfaction or cancellation, or of partial or full release or discharge,
        and to
        foreclose upon or otherwise liquidate Mortgaged Property, and to appeal,
        prosecute or defend in any court action relating to the Loans or the Mortgaged
        Property, in accordance with the applicable Servicing Agreement and this
        Agreement, and the Trustee shall execute and deliver such other documents,
        as
        the Master Servicer or the related Servicer may request, to enable the Master
        Servicer to master service and administer the Loans and carry out its duties
        hereunder, in each case in accordance with Accepted Master Servicing Practices
        (and the Trustee shall have no liability for the misuse of any such powers
        of
        attorney or any other executed documents delivered by the Trustee pursuant
        to
        this paragraph by the Master Servicer or any Servicer and shall be indemnified
        by the Master Servicer or such Servicer for any costs, liabilities or expenses
        incurred by the Trustee in connection with such misuse). If the Master Servicer
        or the Trustee has been advised that it is likely that the laws of the state
        in
        which action is to be taken prohibit such action if taken in the name of
        the
        Trustee or that the Trustee would be adversely affected under the “doing
        business” or tax laws of such state if such action is taken in its name, the
        Master Servicer shall join with the Trustee in the appointment of a co-trustee
        pursuant to Section 8.10 hereof. In the performance of its duties hereunder,
        the
        Master Servicer shall be an independent contractor and shall not, except
        in
        those instances where it is taking action authorized pursuant to this Agreement
        to be taken by it in the name of the Trustee, be deemed to be the agent of
        the
        Trustee.

       

      Section
        3.6  Due-on-Sale
        Clauses; Assumption Agreements.
        To the
        extent provided in the applicable Servicing Agreement and to the extent Loans
        contain enforceable due-on-sale clauses, the Master Servicer shall cause
        the
        Servicers to enforce such clauses in accordance with the applicable Servicing
        Agreement. If applicable law prohibits the enforcement of a due-on-sale clause
        or such clause is otherwise not enforced in accordance with the applicable
        Servicing Agreement, and, as a consequence, a Loan is assumed, the original
        Mortgagor may be released from liability in accordance with the applicable
        Servicing Agreement.

       

      Section
        3.7  Release
        of Mortgage Files. 

       

      (a)  Upon
        becoming aware of a Payoff with respect to any Loan, or the receipt by any
        Servicer of a notification that a Payoff has been escrowed in a manner customary
        for such purposes for payment to Certificateholders on the next Distribution
        Date, the applicable Servicer will (or if the applicable Servicer does not,
        the
        Master Servicer may), if required under the applicable Servicing Agreement,
        promptly furnish to the applicable Custodian, on behalf of the Trustee, two
        copies of a request for release substantially in the form attached to the
        related Custodial Agreement, and signed by a Servicing Officer or in a mutually
        agreeable electronic format which will, in lieu of a signature on its face,
        originate from a Servicing Officer (which certification shall include a
        statement to the effect that all amounts received in connection with such
        payment that are required to be deposited in the Protected Account maintained
        by
        the applicable Servicer pursuant to its Servicing Agreement have been or
        will be
        so deposited) and shall request that the applicable Custodian, on behalf
        of the
        Trustee, deliver to the applicable Servicer the related Mortgage File. Upon
        receipt of such certification and request, the applicable Custodian, on behalf
        of the Trustee, shall promptly release the related Mortgage File to the
        applicable Servicer and the Trustee and applicable Custodian shall have no
        further responsibility with regard to such Mortgage File. Upon any such Payoff,
        each Servicer is authorized to give, as agent for the Trustee, as the mortgagee
        under the Mortgage that secured the Loan, an instrument of satisfaction (or
        assignment of mortgage without recourse) regarding the Mortgaged Property
        subject to the Mortgage, which instrument of satisfaction or assignment,
        as the
        case may be, shall be delivered to the Person or Persons entitled thereto
        against receipt therefor of such payment, it being understood and agreed
        that no
        expenses incurred in connection with such instrument of satisfaction or
        assignment, as the case may be, shall be chargeable to the Distribution
        Account.

       

      (b)  From
        time
        to time and as appropriate for the servicing or foreclosure of any Loan and
        in
        accordance with the applicable Servicing Agreement, the Trustee shall execute
        such documents as shall be prepared and furnished to the Trustee by a Servicer
        or the Master Servicer (in form reasonably acceptable to the Trustee) and
        as are
        necessary to the prosecution of any such proceedings. The applicable Custodian,
        on behalf of the Trustee, shall, upon the request of a Servicer or the Master
        Servicer, and delivery to the applicable Custodian, on behalf of the Trustee,
        of
        two copies of a request for release signed by a Servicing Officer substantially
        in the form attached to the related Custodial Agreement (or in a mutually
        agreeable electronic format which will, in lieu of a signature on its face,
        originate from a Servicing Officer), release the related Mortgage File held
        in
        its possession or control to the related Servicer or the Master Servicer,
        as
        applicable. Such request for release shall obligate such Servicer or the
        Master
        Servicer to return the Mortgage File to the applicable Custodian on behalf
        of
        the Trustee, when the need therefor by the related Servicer or the Master
        Servicer no longer exists unless the Loan shall be liquidated, in which case,
        upon receipt of a certificate of a Servicing Officer similar to that hereinabove
        specified, the Mortgage File shall be released by the applicable Custodian,
        on
        behalf of the Trustee, to such Servicer or the Master Servicer.

       

      Section
        3.8  Documents,
        Records and Funds in Possession of Master Servicer To Be Held for
        Trustee. 

       

      (a)  The
        Master Servicer and each Servicer (to the extent required by the related
        Servicing Agreement) shall transmit to the Trustee or the applicable Custodian
        such documents and instruments coming into the possession of the Master Servicer
        or such Servicer from time to time as are required by the terms hereof, or
        in
        the case of the Servicers, the applicable Servicing Agreement, to be delivered
        to the Trustee or the applicable Custodian. Any funds received by the Master
        Servicer or a Servicer in respect of any Loan or which otherwise are collected
        by the Master Servicer or a Servicer as Liquidation Proceeds, Insurance Proceeds
        or Subsequent Recoveries in respect of any Loan shall be held for the benefit
        of
        the Trustee, the Certificateholders and the Certificate Insurer subject to
        the
        Master Servicer’s right to retain or withdraw from the Distribution Account the
        Master Servicing Compensation and other amounts provided in this Agreement,
        and
        to the right of each Servicer to retain its Servicing Fee and other amounts
        as
        provided in the applicable Servicing Agreement. The Master Servicer shall,
        and
        (to the extent provided in the applicable Servicing Agreement) shall cause
        each
        Servicer to, provide access to information and documentation regarding the
        Loans
        to the Trustee, its agents and accountants at any time upon reasonable request
        and during normal business hours, and to Certificateholders that are savings
        and
        loan associations, banks or insurance companies, the OTS, the FDIC and the
        supervisory agents and examiners of such Office and Corporation or examiners
        of
        any other federal or state banking or insurance regulatory authority if so
        required by applicable regulations of the OTS or other regulatory authority,
        such access to be afforded without charge but only upon reasonable request
        in
        writing and during normal business hours at the offices of the Master Servicer
        designated by it. In fulfilling such a request the Master Servicer shall
        not be
        responsible for determining the sufficiency of such information.

       

      (b)  All
        Mortgage Files and funds collected or held by, or under the control of, the
        Master Servicer or any Servicer, in respect of any Loans, whether from the
        collection of principal and interest payments or from Liquidation Proceeds,
        Insurance Proceeds or Subsequent Recoveries shall be held by the Master Servicer
        or such Servicer, as applicable, for and on behalf of the Trustee, the
        Certificateholders and the Certificate Insurer and shall be and remain the
        sole
        and exclusive property of the Trustee; provided, however, that the Master
        Servicer and each Servicer shall be entitled to setoff against, and deduct
        from,
        any such funds any amounts that are properly due and payable to the Master
        Servicer or such Servicer under this Agreement or the applicable Servicing
        Agreement.

       

      Section
        3.9  Standard
        Hazard Insurance and Flood Insurance Policies. 

       

      (a)  For
        each
        Loan, the Master Servicer shall enforce any obligation of the Servicers under
        the related Servicing Agreements to maintain or cause to be maintained standard
        fire and casualty insurance and, where applicable, flood insurance, all in
        accordance with the provisions of the related Servicing Agreements. It is
        understood and agreed that such insurance shall be with insurers meeting
        the
        eligibility requirements set forth in the applicable Servicing Agreement
        and
        that no earthquake or other additional insurance is to be required of any
        Mortgagor or to be maintained on property acquired in respect of a defaulted
        loan, other than pursuant to such applicable laws and regulations as shall
        at
        any time be in force and as shall require such additional
        insurance.

       

      (b)  Pursuant
        to Section 3.23, any amounts collected by the Master Servicer, or by any
        Servicer, under any insurance policies (other than amounts to be applied
        to the
        restoration or repair of the property subject to the related Mortgage or
        released to the Mortgagor in accordance with the applicable Servicing Agreement)
        shall be deposited into the Distribution Account, subject to withdrawal pursuant
        to Section 3.24. Any cost incurred by the Master Servicer or any Servicer
        in
        maintaining any such insurance if the Mortgagor defaults in its obligation
        to do
        so shall be added to the amount owing under the Loan where the terms of the
        Loan
        so permit; provided, however, that the addition of any such cost shall not
        be
        taken into account for purposes of calculating the distributions to be made
        to
        Certificateholders and shall be recoverable by the Master Servicer or such
        Servicer pursuant to Section 3.24.

       

      Section
        3.10  Presentment
        of Claims and Collection of Proceeds.
        The
        Master Servicer shall (to the extent provided in the applicable Servicing
        Agreement) cause the related Servicer to, prepare and present on behalf of
        the
        Trustee, the Certificateholders and the Certificate Insurer all claims under
        any
        insurance policies and take such actions (including the negotiation, settlement,
        compromise or enforcement of the insured’s claim) as shall be necessary to
        realize recovery under such policies. Any proceeds disbursed to the Master
        Servicer (or disbursed to a Servicer and remitted to the Master Servicer)
        in
        respect of such policies, bonds or contracts shall be promptly deposited
        in the
        Distribution Account upon receipt, except that any amounts realized that
        are to
        be applied to the repair or restoration of the related Mortgaged Property
        as a
        condition precedent to the presentation of claims on the related Loan to
        the
        insurer under any applicable insurance policy need not be so deposited (or
        remitted).

       

      Section
        3.11  Maintenance
        of the Primary Mortgage Insurance Policies. 

       

      (a)  The
        Master Servicer shall not take, or permit any Servicer (to the extent such
        action is prohibited under the applicable Servicing Agreement) to take, any
        action that would result in noncoverage under any primary mortgage insurance
        policy or any loss which, but for the actions of such Master Servicer or
        Servicer, would have been covered thereunder. The Master Servicer shall use
        its
        best reasonable efforts to cause each Servicer (to the extent required under
        the
        related Servicing Agreement) to keep in force and effect (to the extent that
        the
        Loan requires the Mortgagor to maintain such insurance), primary mortgage
        insurance applicable to each Loan in accordance with the provisions of this
        Agreement and the related Servicing Agreement, as applicable. The Master
        Servicer shall not, and shall not permit any Servicer (to the extent required
        under the related Servicing Agreement) to, cancel or refuse to renew any
        primary
        mortgage insurance policy that is in effect at the date of the initial issuance
        of the Mortgage Note and is required to be kept in force hereunder except
        in
        accordance with the provisions of this Agreement and the related Servicing
        Agreement, as applicable.

       

      (b)  The
        Master Servicer agrees to cause each Servicer (to the extent required under
        the
        related Servicing Agreement) to present, on behalf of the Trustee, the
        Certificateholders and the Certificate Insurer, claims to the insurer under
        any
        primary mortgage insurance policies and, in this regard, to take such reasonable
        action as shall be necessary to permit recovery under any primary mortgage
        insurance policies respecting defaulted Loans. Pursuant to Section 3.23 and
        3.24, any amounts collected by the Master Servicer or any Servicer under
        any
        primary mortgage insurance policies shall be deposited by the related Servicer
        in its Protected Account or by the Master Servicer in the Distribution Account,
        subject to withdrawal pursuant to Sections 3.23 or 3.25, as
        applicable.

       

      Section
        3.12  Trustee
        to Retain Possession of Certain Insurance Policies and Documents. 

       

      The
        Trustee or the applicable Custodian, shall retain possession and custody
        of the
        originals (to the extent available) of any primary mortgage insurance policies,
        or certificate of insurance if applicable, and any certificates of renewal
        as to
        the foregoing as may be issued from time to time as contemplated by this
        Agreement. Until all amounts distributable in respect of the Certificates
        have
        been distributed in full and the Master Servicer otherwise has fulfilled
        its
        obligations under this Agreement, the Trustee or the applicable Custodian
        shall
        also retain possession and custody of each Mortgage File in accordance with
        and
        subject to the terms and conditions of this Agreement and the applicable
        Custodial Agreement. The Master Servicer shall promptly deliver or cause
        to be
        delivered to the Trustee or the applicable Custodian, upon the execution
        or
        receipt thereof the originals of any primary mortgage insurance policies,
        any
        certificates of renewal, and such other documents or instruments that constitute
        Loan Documents that come into the possession of the Master Servicer from
        time to
        time.

       

      Section
        3.13  Realization
        Upon Defaulted Loans.
        The
        Master Servicer shall cause each Servicer (to the extent required under the
        related Servicing Agreement) to foreclose upon, repossess or otherwise
        comparably convert the ownership of Mortgaged Properties securing such of
        the
        Loans as come into and continue in default and as to which no satisfactory
        arrangements can be made for collection of delinquent payments, all in
        accordance with the applicable Servicing Agreement.

       

      Section
        3.14  Compensation
        for the Master Servicer. 

       

      (a)  The
        Master Servicer shall have the right to receive all income and gain realized
        from any investment of funds in the Distribution Account as compensation
        (collectively, the “Master Servicing Compensation”). Servicing compensation in
        the form of assumption fees, if any, late payment charges, as collected,
        if any,
        or otherwise (but not including any Prepayment Charges) shall be retained
        by the
        applicable Servicer and shall not be deposited in the related Protected Account.
        The Master 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 provided in this Agreement.

       

      (b)  The
        amount of the Master Servicing Compensation payable to the Master Servicer
        in
        respect of any Distribution Date shall be reduced in accordance with Section
        3.22.

       

      Section
        3.15  REO
        Property. 

       

      (a)  In
        the
        event the Trust Fund acquires ownership of any REO Property in respect of
        any
        related Loan, the deed or certificate of sale shall be issued to the Trustee,
        or
        to its nominee, on behalf of the Certificateholders and the Certificate Insurer.
        The Master Servicer shall, to the extent provided in the applicable Servicing
        Agreement, cause the applicable Servicer to sell any REO Property as
        expeditiously as possible and in accordance with the provisions of this
        Agreement and the related Servicing Agreement, as applicable. Further, the
        Master Servicer shall, to the extent provided in the related Servicing
        Agreement, cause the applicable Servicer to sell any REO Property prior to
        three
        years after the end of the calendar year of its acquisition by REMIC I unless
        (i) the Trustee and the Securities Administrator shall have been supplied
        with
        an Opinion of Counsel to the effect that the holding by the Trust Fund of
        such
        REO Property subsequent to such three-year period will not result in the
        imposition of taxes on “prohibited transactions” of any REMIC hereunder as
        defined in Section 860F of the Code or cause any REMIC hereunder to fail
        to
        qualify as a REMIC at any time that any Certificates are outstanding, in
        which
        case the Trust Fund may continue to hold such Mortgaged Property (subject
        to any
        conditions contained in such Opinion of Counsel) or (ii) the applicable Servicer
        shall have applied for, prior to the expiration of such three-year period,
        an
        extension of such three-year period in the manner contemplated by Section
        856(e)(3) of the Code, in which case the three-year period shall be extended
        by
        the applicable extension period. The Master Servicer shall cause the applicable
        Servicer (to the extent provided in the related Servicing Agreement) to protect
        and conserve, such REO Property in the manner and to the extent required
        by the
        applicable Servicing Agreement, in accordance with the REMIC Provisions and
        in a
        manner that does not result in a tax on “net income from foreclosure property”
or cause such REO Property to fail to qualify as “foreclosure property” within
        the meaning of Section 860G(a)(8) of the Code.

       

      (b)  The
        Master Servicer shall, to the extent required by the related Servicing
        Agreement, cause the applicable Servicer to deposit all funds collected and
        received in connection with the operation of any REO Property in the Protected
        Account.

       

      (c)  The
        Master Servicer and the related Servicer, as applicable, upon the final
        disposition of any REO Property, shall be entitled to reimbursement for any
        related unreimbursed Advances and other unreimbursed advances as well as
        any
        unpaid Servicing Fees from Liquidation Proceeds received in connection with
        the
        final disposition of such REO Property; provided, that any such unreimbursed
        Advances as well as any unpaid Servicing Fees may be reimbursed or paid,
        as the
        case may be, prior to final disposition, out of any net rental income or
        other
        net amounts derived from such REO Property.

       

      (d)  To
        the
        extent provided in the related Servicing Agreement, the Liquidation Proceeds
        from the final disposition of the REO Property, net of any payment to the
        Master
        Servicer and the applicable Servicer as provided above shall be deposited
        in the
        Protected Account on or prior to the Determination Date in the month following
        receipt thereof and be remitted by wire transfer in immediately available
        funds
        to the Master Servicer for deposit into the Distribution Account on the next
        succeeding Remittance Date.

       

      Section
        3.16  Annual
        Statement as to Compliance.

       

      (a)  The
        Master Servicer and the Securities Administrator shall deliver (and the Master
        Servicer and Securities Administrator shall cause any Additional Servicer
        or
        Servicing Function Participant engaged by it to deliver) to the Depositor,
        the
        Securities Administrator and the Certificate Insurer and, in the case of
        the
        Master Servicer, to the Trustee and the Certificate Insurer, on or before
        March
        15 of each year, commencing in March 2007, an Officer’s Certificate stating, as
        to the signer thereof, that (A) a review of such party’s activities during the
        preceding calendar year or portion thereof and of such party’s performance under
        this Agreement, or such other applicable agreement in the case of an Additional
        Servicer, has been made under such officer’s supervision and (B) to the best of
        such officer’s knowledge, based on such review, such party has fulfilled all its
        obligations under this Agreement, or such other applicable agreement in the
        case
        of an Additional Servicer, in all material respects throughout such year
        or
        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. Promptly after receipt of each such Officer’s
        Certificate, the Depositor shall review such Officer’s Certificate and, if
        applicable, consult with each such party, as applicable, as to the nature
        of any
        failures by such party, in the fulfillment of any of such party’s obligations
        hereunder or, in the case of an Additional Servicer, under such other applicable
        agreement.

       

      (b)  The
        Master Servicer shall enforce the obligation of the Servicer as set forth
        in the
        related Servicing Agreement to deliver to the Master Servicer an annual
        statement of compliance within the time frame set forth in, and in such form
        and
        substance as may be required pursuant to, the related Servicing Agreement
        The
        Master Servicer shall include such annual statement of compliance with its
        own
        annual statement of compliance to be submitted to the Securities Administrator
        pursuant to this Section.

       

      (c)  Failure
        of the Master Servicer to comply timely with this Section 3.16 shall be deemed
        a
        Master Servicer Event of Default, automatically, without notice and without
        any
        cure period, and the Trustee may, in addition to whatever rights the Trustee
        may
        have under this Agreement and at law or in equity or to damages, including
        injunctive relief and specific performance, terminate all the rights and
        obligations of the Master Servicer under this Agreement and in and to the
        Loans
        and the proceeds thereof without compensating the Master Servicer for the
        same.
        This paragraph shall supersede any other provision in this Agreement or any
        other agreement to the contrary.

       

      (d)  Unless
        available on the Securities Administrator’s website, copies of such Master
        Servicer annual statements of compliance shall be provided to any
        Certificateholder upon request, by the Master Servicer or by the Trustee
        at the
        Master Servicer’s expense if the Master Servicer failed to provide such copies
        (unless (i) the Master Servicer shall have failed to provide the Trustee
        with
        such statement or (ii) the Trustee shall be unaware of the Master Servicer’s
        failure to provide such statement).

       

      Section
        3.17  Assessments
        of Compliance. 

       

      (a)  By
        March
        15 of each year, commencing in March 2007, the Master Servicer and the
        Securities Administrator, each at its own expense, shall furnish, and each
        such
        party shall cause any Servicing Function Participant engaged by it to furnish,
        each at its own expense, to the Securities Administrator, the Depositor and
        the
        Certificate Insurer, a report on an assessment of compliance with the Relevant
        Servicing Criteria that contains (A) a statement by such party of its
        responsibility for assessing compliance with the Relevant Servicing Criteria,
        (B) a statement that such party used the Relevant Servicing Criteria to assess
        compliance with the Relevant Servicing Criteria, (C) such party’s assessment of
        compliance with the Relevant Servicing Criteria as of and for the fiscal
        year
        covered by the Form 10-K required to be filed pursuant to Section 3.29(d),
        including, if there has been any material instance of noncompliance with
        the
        Relevant Servicing Criteria, a discussion of each such failure and the nature
        and status thereof, and (D) a statement that a registered public accounting
        firm
        has issued an attestation report on such party’s assessment of compliance with
        the Relevant Servicing Criteria as of and for such period. 

       

      (b)  No
        later
        than the end of each fiscal year for the Trust for which a Form 10-K is required
        to be filed, the Master Servicer shall forward to the Securities Administrator
        the name of each Servicing Function Participant engaged by it and what Relevant
        Servicing Criteria will be addressed in the report on assessment of compliance
        prepared by such Servicing Function Participant. When the Master Servicer
        and
        the Securities Administrator (or any Servicing Function Participant engaged
        by
        them) submit their assessments to the Securities Administrator, such parties
        will also at such time include the assessment (and attestation pursuant to
        Section 3.18) of each Servicing Function Participant engaged by it.


       

      (c)  Promptly
        after receipt of each such report on assessment of compliance, (i) the Depositor
        shall review each such report and, if applicable, consult with the Master
        Servicer, the Securities Administrator and any Servicing Function Participant
        engaged by such parties as to the nature of any material instance of
        noncompliance with the Relevant Servicing Criteria by each such party, and
        (ii)
        the Securities Administrator shall confirm that the assessments, taken as
        a
        whole, address all of the Servicing Criteria and taken individually address
        the
        Relevant Servicing Criteria for each party as set forth on Exhibit M and
        notify
        the Depositor of any exceptions. None of such parties shall be required to
        deliver any such assessments until April 15 in any given year so long as
        it has
        received written confirmation from the Depositor that a Form 10-K is not
        required to be filed in respect of the Trust for the preceding calendar
        year.

       

      (d)  The
        Master Servicer shall enforce the obligation of the Servicer as set forth
        in the
        related Servicing Agreement to deliver to the Master Servicer an annual report
        on assessment of compliance within the time frame set forth in, and in such
        form
        and substance as may be required pursuant to, the related Servicing Agreement.
        The Master Servicer shall include such annual report on assessment of compliance
        with its own assessment of compliance to be submitted to the Securities
        Administrator pursuant to this Section.

       

      (e)  Failure
        of the Master Servicer to comply timely with this Section 3.17 shall be deemed
        a
        Master Servicer Event of Default, automatically, without notice and without
        any
        cure period, and the Trustee may, in addition to whatever rights the Trustee
        may
        have under this Agreement and at law or in equity or to damages, including
        injunctive relief and specific performance, terminate all the rights and
        obligations of the Master Servicer under this Agreement and in and to the
        Loans
        and the proceeds thereof without compensating the Master Servicer for the
        same.
        This paragraph shall supersede any other provision in this Agreement or any
        other agreement to the contrary.

       

      Section
        3.18  Attestation
        Reports.

       

      (a)  By
        March
        15 of each year, commencing in March 2007, the Master Servicer and the
        Securities Administrator, each at its own expense, shall cause, and each
        such
        party shall cause any Servicing Function Participant engaged by it to cause,
        each at its own expense, a registered public accounting firm (which may also
        render other services to the Master Servicer, the Securities Administrator,
        or
        such other Servicing Function Participants, as the case may be) and that
        is a
        member of the American Institute of Certified Public Accountants to furnish
        a
        report to the Securities Administrator and the Depositor, to the effect that
        (i)
        it has obtained a representation regarding certain matters from the management
        of such party, which includes an assertion that such party has complied with
        the
        Relevant Servicing Criteria, and (ii) on the basis of an examination conducted
        by such firm in accordance with standards for attestation engagements issued
        or
        adopted by the PCAOB, it is expressing an opinion as to whether such party’s
        compliance with the Relevant Servicing Criteria was fairly stated in all
        material respects, or it cannot express an overall opinion regarding such
        party’s assessment of compliance with the Relevant Servicing Criteria. In the
        event that an overall opinion cannot be expressed, such registered public
        accounting firm shall state in such report why it was unable to express such
        an
        opinion. Such report must be available for general use and not contain
        restricted use language. 

       

      (b)  Promptly
        after receipt of such report from the Master Servicer, the Securities
        Administrator or any Servicing Function Participant engaged by such parties,
        (i)
        the Depositor shall review the report and, if applicable, consult with such
        parties as to the nature of any defaults by such parties, in the fulfillment
        of
        any of each such party’s obligations hereunder or under any other applicable
        agreement, and (ii) the Securities Administrator shall confirm that each
        assessment submitted pursuant to Section 3.17 is coupled with an attestation
        meeting the requirements of this Section and notify the Depositor of any
        exceptions. None of the Master Servicer, the Securities Administrator or
        any
        Servicing Function Participant engaged by such parties shall be required
        to
        deliver or cause the delivery of such reports until April 15 in any given
        year
        so long as it has received written confirmation from the Depositor that a
        Form
        10-K is not required to be filed in respect of the Trust for the preceding
        fiscal year.

       

      (c)  The
        Master Servicer shall enforce the obligation of the Servicer as set forth
        in the
        related Servicing Agreement to deliver to the Master Servicer an attestation
        within the time frame set forth in, and in such form and substance as may
        be
        required pursuant to, the related Servicing Agreement. The Master Servicer
        shall
        include each such attestation with its own attestation to be submitted to
        the
        Securities Administrator pursuant to this Section.

       

      (d)  Failure
        of the Master Servicer to comply timely with this Section 3.18 shall be deemed
        a
        Master Servicer Event of Default, automatically, without notice and without
        any
        cure period, and the Trustee may, in addition to whatever rights the Trustee
        may
        have under this Agreement and at law or in equity or to damages, including
        injunctive relief and specific performance, terminate all the rights and
        obligations of the Master Servicer under this Agreement and in and to the
        Loans
        and the proceeds thereof without compensating the Master Servicer for the
        same.
        This paragraph shall supersede any other provision in this Agreement or any
        other agreement to the contrary.

       

      Section
        3.19    Annual
        Certification.
        Each
        Form 10-K required to be filed for the Trust pursuant to Section 3.29 shall
        include a certification (the “Sarbanes-Oxley Certification”) required to be
        included therewith pursuant to the Sarbanes-Oxley Act, which shall be signed
        by
        the senior officer of the Master Servicer in charge of the master servicing
        function on behalf of the Trust.

       

      Section
        3.20  Intention
        of the Parties and Interpretation.
        Each of
        the parties acknowledges and agrees that the purpose of Sections 3.16, 3.17,
        and
        3.18 of this Agreement is to facilitate compliance by the Master Servicer
        and
        the Securities Administrator with the provisions of Regulation AB promulgated
        by
        the SEC under the Exchange Act (17 C.F.R. §§ 229.1100 - 229.1123), as such may
        be amended from time to time and subject to clarification and interpretive
        advice as may be issued by the staff of the SEC from time to time. Therefore,
        each of the parties agrees that (a) the obligations of the parties hereunder
        shall be interpreted in such a manner as to accomplish that purpose, (b)
        the
        parties’ obligations hereunder will be supplemented and modified as necessary to
        be consistent with any such amendments, interpretive advice or guidance,
        convention or consensus among active participants in the asset-backed securities
        markets, advice of counsel, or otherwise in respect of the requirements of
        Regulation AB, (c) the parties shall comply with requests made by the Seller
        or
        the Depositor for delivery of additional or different information as the
        Seller
        or the Depositor may determine in good faith is necessary to comply with
        the
        provisions of Regulation AB, and (d) no amendment of this Agreement shall
        be
        required to effect any such changes in the parties’ obligations as are necessary
        to accommodate evolving interpretations of the provisions of Regulation
        AB.

       

      Section
        3.21  Obligation
        of the Master Servicer in Respect
        of
        Compensating Interest.
        The
        Master Servicer shall deposit in the Distribution Account not later than
        each
        Distribution Account Deposit Date an amount equal to the lesser of (i) the
        aggregate amounts required to be paid by the Servicers under the Servicing
        Agreements with respect to Compensating Interest on the related Loans for
        the
        related Distribution Date, and not so paid by the related Servicers and (ii)
        the
        Master Servicing Compensation for such Distribution Date without reimbursement
        therefor.

       

      Section
        3.22  Protected
        Accounts. 

       

      (a)  The
        Master Servicer shall enforce the obligation of each Servicer to establish
        and
        maintain a Protected Account in accordance with the applicable Servicing
        Agreement, with records to be kept with respect thereto on a Loan by Loan
        basis,
        into which accounts shall be deposited within 48 hours (or as of such other
        time
        specified in the related Servicing Agreement) of receipt all collections
        of
        principal and interest on any Loan and with respect to any REO Property received
        by a Servicer, including Principal Prepayments, Insurance Proceeds, Liquidation
        Proceeds, Subsequent Recoveries and advances made from the Servicer’s own funds
        (less servicing compensation as permitted by the applicable Servicing Agreement
        in the case of any Servicer) and all other amounts to be deposited in the
        Protected Account. Each Servicer is hereby authorized to make withdrawals
        from
        and deposits to the related Protected Account for purposes required or permitted
        by the related Servicing Agreement. To the extent provided in the related
        Servicing Agreement, the Protected Account shall be held in a depository
        institution and segregated on the books of such institution in the name of
        the
        Trustee for the benefit of Certificateholders and the Certificate
        Insurer.

       

      (b)  To
        the
        extent provided in the related Servicing Agreement, amounts on deposit in
        a
        Protected Account may be invested in Eligible Investments in the name of
        the
        Trustee for the benefit of Certificateholders and the Certificate Insurer
        and,
        except as provided in the preceding paragraph, not commingled with any other
        funds, such Eligible Investments to mature, or to be subject to redemption
        or
        withdrawal, no later than the date on which such funds are required to be
        withdrawn for deposit in the Distribution Account, and shall be held until
        required for such deposit. The income earned from Eligible Investments made
        pursuant to this Section 3.22 shall be paid to the related Servicer under
        the
        applicable Servicing Agreement, and the amounts required to be distributed
        to
        the Certificateholders resulting from the loss of monies on such investments
        shall be borne by and be the risk of the related Servicer. The related Servicer
        (to the extent provided in the Servicing Agreement) shall deposit the amount
        of
        any such loss in the Protected Account within two Business Days of receipt
        of
        notification of such loss but not later than the second Business Day prior
        to
        the Distribution Date on which the moneys so invested are required to be
        remitted to the Master Servicer or the Securities Administrator.

       

      (c)  To
        the
        extent provided in the related Servicing Agreement and subject to this Article
        III, on or before each Servicer Remittance Date, the related Servicer shall
        withdraw or shall cause to be withdrawn from the Protected Accounts and shall
        immediately deposit or cause to be deposited in the Distribution Account
        amounts
        representing the following collections and payments (other than with respect
        to
        principal of or interest on the Loans due on or before the Cut-Off
        Date):

       

      (i)  Monthly
        Payments on the Loans received or any related portion thereof advanced by
        the
        Servicers pursuant to the Servicing Agreements which were due on or before
        the
        related Due Date, net of the amount thereof comprising the Servicing
        Fees;

       

      (ii)  Principal
        Prepayments, Liquidation Proceeds, Insurance Proceeds and Subsequent Recoveries
        received by the Servicers with respect to such Loans in the related Prepayment
        Period, Compensating Interest and the amount of any related Prepayment Charges;
        and

       

      (iii)  Any
        amount to be used as an Advance.

       

      (d)  Withdrawals
        may be made from a Protected Account or the Distribution Account only to
        make
        remittances as provided in Sections 3.23(c), 3.24 and 3.25 or as otherwise
        provided in the Servicing Agreements, to reimburse the Master Servicer or
        a
        Servicer for Advances which have been recovered by subsequent collection
        from
        the related Mortgagor, to remove amounts deposited in error; to remove fees,
        charges or other such amounts deposited on a temporary basis, or to clear
        and
        terminate the account at the termination of this Agreement in accordance
        with
        Section 9.1. As provided in Sections 3.23(c) and 3.24(b) or as otherwise
        provided in the Servicing Agreements certain amounts otherwise due to the
        Servicers may be retained by them and need not be deposited in the Distribution
        Account.

       

      Section
        3.23  Distribution
        Account. 

       

      (a)  The
        Securities Administrator shall establish and maintain, for the benefit of
        the
        Certificateholders and the Certificate Insurer, the Distribution Account
        as a
        segregated trust account or accounts. The Master Servicer shall deposit in
        the
        Distribution Account as identified by the Master Servicer and as received
        by the
        Master Servicer, the following amounts:

       

      (i)  Any
        amounts withdrawn from a Protected Account;

       

      (ii)  Any
        Advance and any amounts in respect of Prepayment Interest Shortfalls or
        Curtailment Shortfalls;

       

      (iii)  Any
        Insurance Proceeds, Liquidation Proceeds or Subsequent Recoveries received
        by or
        on behalf of the Master Servicer;

       

      (iv)  The
        Purchase Price with respect to any Loans purchased by the Seller pursuant
        to
        Section 2.3 and all proceeds of any Loans or property acquired with respect
        thereto purchased by the Terminator pursuant to Section 9.1;

       

      (v)  Any
        amounts required to be deposited by the Master Servicer or any Servicer with
        respect to losses on investments of deposits in an Account; and

       

      (vi)  Any
        other
        amounts received by or on behalf of the Master Servicer and required to be
        deposited in the Distribution Account pursuant to this Agreement.

       

      (b)  All
        amounts deposited to the Distribution Account shall be held by the Securities
        Administrator in trust for the benefit of the Certificateholders and the
        Certificate Insurer in accordance with the terms and provisions of this
        Agreement. The requirements for crediting the Distribution Account shall
        be
        exclusive, it being understood and agreed that, without limiting the generality
        of the foregoing, payments in the nature of late payment charges or assumption,
        tax service, statement account or payoff, substitution, satisfaction, release
        and other like fees and charges, need not be credited by the Master Servicer
        or
        the related Servicer to the Distribution Account. In the event that the Master
        Servicer shall deposit or cause to be deposited to the Distribution Account
        any
        amount not required to be credited thereto, the Securities Administrator,
        upon
        receipt of a written request therefor signed by a Servicing Officer of the
        Master Servicer, shall promptly transfer such amount to the Master Servicer,
        any
        provision herein to the contrary notwithstanding.

       

      (c)  The
        Distribution Account shall constitute a trust account of the Trust Fund
        segregated on the books of the Securities Administrator and held by the
        Securities Administrator in trust in its Corporate Trust Office, and the
        Distribution Account and the funds deposited therein shall not be subject
        to,
        and shall be protected from, all claims, liens, and encumbrances of any
        creditors or depositors of the Securities Administrator (whether made directly,
        or indirectly through a liquidator or receiver of the Securities Administrator).
        The amount at any time credited to the Distribution Account shall be invested
        in
        the name of the Master Servicer, in such Eligible Investments selected by
        the
        Master Servicer or deposited in demand deposits with such depository
        institutions as selected by the Master Servicer, provided that time deposits
        of
        such depository institutions would be an Eligible Investment. All Eligible
        Investments shall mature or be subject to redemption or withdrawal on or
        before,
        and shall be held until, the Distribution Date following the date of the
        investment of such funds (the “Investment Withdrawal Distribution Date”) if the
        obligor for such Eligible Investment is the Securities Administrator or,
        if such
        obligor is any other Person, the Business Day preceding such Investment
        Withdrawal Distribution Date. All investment earnings on amounts on deposit
        in
        the Distribution Account from time to time shall be for the account of the
        Master Servicer. The Master Servicer shall be permitted to receive distribution
        of any and all investment earnings from the Distribution Account on each
        Distribution Date. If there is any loss on an Eligible Investment or demand
        deposit, the Master Servicer shall deposit such amount in the Distribution
        Account. With respect to the Distribution Account and the funds deposited
        therein, the Securities Administrator shall take such action as may be necessary
        to ensure that the Certificateholders shall be entitled to the priorities
        afforded to such a trust account (in addition to a claim against the estate
        of
        the Securities Administrator) as provided by 12 U.S.C. § 92a(e), and applicable
        regulations pursuant thereto, if applicable, or any applicable comparable
        state
        statute applicable to state chartered banking corporations.

       

      Section
        3.24  Permitted
        Withdrawals and Transfers
        from
        the Distribution Account. 

       

      (a)  The
        Securities Administrator shall, from time to time on demand of the Master
        Servicer make or cause to be made such withdrawals or transfers from the
        Distribution Account as the Master Servicer has designated for such transfer
        or
        withdrawal pursuant to the Servicing Agreements for the following purposes,
        not
        in any order of priority:

       

      (i)  to
        reimburse the Master Servicer or any Servicer for any Advance of its own
        funds,
        the right of the Master Servicer or a Servicer to reimbursement pursuant
        to this
        subclause (i) being limited to amounts received on a particular Loan (including,
        for this purpose, the Purchase Price therefor, Insurance Proceeds and
        Liquidation Proceeds) which represent late payments or recoveries of the
        principal of or interest on such Loan respecting which such Advance was
        made;

       

      (ii)  to
        reimburse the Master Servicer or any Servicer from Insurance Proceeds or
        Liquidation Proceeds relating to a particular Loan for amounts expended by
        the
        Master Servicer or such Servicer in good faith in connection with the
        restoration of the related Mortgaged Property which was damaged by an Uninsured
        Cause or in connection with the liquidation of such Loan;

       

      (iii)  to
        reimburse the Master Servicer or any Servicer from Insurance Proceeds relating
        to a particular Loan for insured expenses incurred with respect to such Loan
        and
        to reimburse the Master Servicer or such Servicer from Liquidation Proceeds
        from
        a particular Loan for Liquidation Expenses incurred with respect to such
        Loan;

       

      (iv)  to
        pay
        the Master Servicer or any Servicer, as appropriate, from Liquidation Proceeds
        or Insurance Proceeds received in connection with the liquidation of any
        Loan,
        the amount which it or such Servicer would have been entitled to receive
        under
        subclause (vii) of this Subsection (a) as servicing compensation on account
        of
        each defaulted scheduled payment on such Loan if paid in a timely manner
        by the
        related Mortgagor;

       

      (v)  to
        pay
        the Master Servicer or any Servicer from the Purchase Price for any Loan,
        the
        amount which it or such Servicer would have been entitled to receive under
        subclause (vii) of this Subsection (a) as servicing compensation;

       

      (vi)  to
        reimburse the Master Servicer or any Servicer for any Nonrecoverable Advance,
        after a Realized Loss has been allocated with respect to the related Loan
        if the
        Advance or Servicing Advance has not been reimbursed pursuant to clause
        (i);

       

      (vii)  to
        pay
        the Master Servicing Compensation to the Master Servicer, the Servicing Fee
        to
        the Servicers (to the extent such Servicing Fee was not retained by a Servicer
        pursuant to the related Servicing Agreement), the Credit Risk Management
        Fee to
        the Credit Risk Manager for such Distribution Date and to reimburse the Master
        Servicer for premiums payable in connection with any lender paid mortgage
        insurance and for expenses, costs and liabilities incurred by and reimbursable
        to it pursuant to Sections 3.3, 6.3, 8.5 and 10.1.

       

      (viii)  to
        reimburse or pay any Servicer any such amounts as are due thereto under the
        applicable Servicing Agreement and have not been retained by or paid to the
        Servicer, to the extent provided in the related Servicing
        Agreement;

       

      (ix)  to
        reimburse the Trustee, the Custodians and the Securities Administrator for
        expenses, costs and liabilities, if any, incurred by or reimbursable to such
        parties pursuant to this Agreement and the Custodial Agreements;

       

      (x)  to
        remove
        amounts deposited in error; and

       

      (xi)  to
        clear
        and terminate the Distribution Account pursuant to Section 9.1.

       

      (b)  The
        Master Servicer shall keep and maintain separate accounting, on a Loan by
        Loan
        basis, for the purpose of accounting for any reimbursement from the Distribution
        Account pursuant to subclauses (i) through (v), inclusive, or with respect
        to
        any such amounts which would have been covered by such subclauses had the
        amounts not been retained by the Master Servicer without being deposited
        in the
        Distribution Account under Section 3.23(b).

       

      (c)  On
        each
        Distribution Date, the Securities Administrator shall distribute the Available
        Distribution Amount to the Holders of the Certificates and to the Certificate
        Insurer in accordance with Section 4.1.

       

      Section
        3.25  Reserve
        Fund. 

       

      (a)  No
        later
        than the Closing Date, the Securities Administrator shall establish and maintain
        a separate, segregated trust account titled, “Reserve Fund, Wells Fargo Bank,
        National Association, in trust for the registered holders of Deutsche Alt-B
        Securities, Mortgage Loan Trust, Series 2006-AB1, Mortgage Pass-Through
        Certificates.” 

       

      (b)  On
        each
        Distribution Date as to which there is a Net WAC Rate Carryover Amount payable
        to the Class A Certificates (other than the Class A-X-1, Class A-X-2 and
        Class
        A-X Certificates) or the Class M Certificates, the Securities Administrator
        will
        deposit into the Reserve Fund the amounts described in Section 4.1(a)(iii)(F),
        rather than distributing such amounts to the Class CE Certificateholders.
        On
        each such Distribution Date, the Securities Administrator shall hold all
        such
        amounts for the benefit of the Holders of the Class A Certificates, other
        than
        the Class A-X-1, Class A-X-2 and Class A-X Certificates, and the Class M
        Certificates, and will distribute such amounts to the Holders of the Class
        A
        Certificates, other than the Class A-X-1, Class A-X-2 and Class A-X
        Certificates, and the Class M Certificates in the amounts and priorities
        set
        forth in the last paragraph of Section 4.1(a)(iii). 

       

      (c)  For
        federal and state income tax purposes, the Class CE Certificateholders will
        be
        deemed to be the owners of the Reserve Fund and all amounts deposited into
        the
        Reserve Fund shall be treated as amounts distributed by REMIC IV to the Holders
        of the Class CE Certificates. Upon the termination of the Trust Fund, or
        the
        payment in full of the Class A Certificates and the Class M Certificates,
        all
        amounts remaining on deposit in the Reserve Fund will be released by the
        Trust
        Fund and distributed to the Class CE Certificateholders or their designees.
        The
        Reserve Fund will be part of the Trust Fund but not part of any REMIC and
        any
        payments to the Holders of the Class A Certificates or the Class M Certificates
        of Net WAC Rate Carryover Amounts will not be payments with respect to a
        “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1).


       

      (d)  By
        accepting a Class CE Certificate, each Class CE Certificateholder hereby
        agrees
        that the Securities Administrator will deposit into the Reserve Fund the
        amounts
        described above on each Distribution Date rather than distributing such amounts
        to the Class CE Certificateholders. By accepting a Class CE Certificate,
        each
        Class CE Certificateholder further agrees that its agreement to such action
        by
        the Securities Administrator is given for good and valuable consideration,
        the
        receipt and sufficiency of which is acknowledged by such
        acceptance.

       

      (e)  The
        Securities Administrator shall direct any depository institution maintaining
        the
        Reserve Fund to invest the funds in such account in one or more Permitted
        Investments bearing interest or sold at a discount, and maturing, unless
        payable
        on demand, (i) no later than the Business Day immediately preceding the date
        on
        which such funds are required to be withdrawn from such account pursuant
        to this
        Agreement, if a Person other than the Securities Administrator or an Affiliate
        manages or advises such investment, and (ii) no later than the date on which
        such funds are required to be withdrawn from such account pursuant to this
        Agreement, if the Securities Administrator or an Affiliate manages or advises
        such investment. All income and gain earned upon such investment shall be
        deposited into the Reserve Fund. In no event shall the Securities Administrator
        be liable for any investments made pursuant to this clause (e).

       

      (f)  For
        federal tax return and information reporting, the right of the
        Certificateholders to receive payments from the Reserve Fund in respect of
        any
        Net WAC Rate Carryover Amount shall be assigned a value of $1,000. For federal
        tax return and information reporting, the right of the Class A
        Certificateholders (other than the A-X-1, Class A-X-2 and Class A-X
        Certificateholders) and the Class M Certificateholders to receive payments
        from
        the Reserve Fund in respect of any Net WAC Rate Carryover Amount shall be
        assigned a value of $1,000.

       

      Section
        3.26  Pre-Funding
        Account.

       

      (a)  No
        later
        than the Closing Date, the Securities Administrator shall establish and maintain
        a trust account which at all times shall be an Eligible Account and shall
        be
        titled “Pre-Funding Account, Wells Fargo Bank, National Association, in trust
        for the registered holders of Deutsche Alt-B Securities, Mortgage Loan Trust,
        Series 2006-AB1, Mortgage Pass-Through Certificates” (the “Pre-Funding
        Account”). The Securities Administrator shall, promptly upon receipt, deposit in
        the Pre-Funding Account and retain therein the Original Pre-Funded Amount
        remitted on the Closing Date by the Depositor. Funds deposited in the
        Pre-Funding Account shall be held in trust for the Certificateholders for
        the
        uses and purposes set forth herein.

       

      (b)  The
        Securities Administrator will invest funds deposited in the Pre-Funding Account
        only as directed in writing by the Depositor (and such amounts shall not
        be
        invested if no direction is received by Securities Administrator) in Permitted
        Investments with a maturity date (i) no later than the Business Day immediately
        preceding the date on which such funds are required to be withdrawn from
        such
        account pursuant to this Agreement, if a Person other than the Securities
        Administrator or an Affiliate manages or advises such investment, (ii) no
        later
        than the date on which such funds are required to be withdrawn from such
        account
        pursuant to this Agreement, if the Securities Administrator or an Affiliate
        manages or advises such investment or (iii) within one (1) Business Day of
        the
        Securities Administrator’s receipt thereof. For federal income tax purposes, the
        Depositor shall be the owner of the Pre-Funding Account and shall report
        all
        items of income, deduction, gain or loss arising therefrom. All income and
        gain
        realized from investment of funds deposited in the Pre-Funding Account shall
        be
        transferred to the Depositor. The Depositor shall deposit in the Pre-Funding
        Account the amount of any net loss incurred in respect of any such Permitted
        Investment immediately upon realization of such loss without any right of
        reimbursement therefor. At no time will the Pre-Funding Account be an asset
        of
        any REMIC created hereunder.

       

      (c)  Amounts
        on deposit in the Pre-Funding Account shall be withdrawn by the Securities
        Administrator as follows:

       

      (i)  On
        any
        Subsequent Transfer Date, the Securities Administrator shall withdraw from
        the
        Pre-Funding Account an amount equal to 100% of the Principal Balances of
        the
        related Subsequent Loans as of the Subsequent Cut-Off Date, transferred and
        assigned to the Trustee for deposit in the Trust Fund on such Subsequent
        Transfer Date and pay such amount to or upon the order of the Depositor upon
        satisfaction of the conditions set forth in Section 2.6 with respect to such
        transfer and assignment;

       

      (ii)  If
        the
        amount on deposit in the Pre-Funding Account (exclusive of any investment
        income
        therein) has not been reduced to zero during the Pre-Funding Period, on the
        Distribution Date immediately following the termination of the Pre-Funding
        Period, the Securities Administrator shall deposit into the Distribution
        Account
        any amounts remaining in the Pre-Funding Account (exclusive of any investment
        income therein) for distribution in accordance with the terms
        hereof;

       

      (iii)  To
        withdraw any amount not required to be deposited in the Pre-Funding Account
        or
        deposited therein in error; and

       

      (iv)  To
        clear
        and terminate the Pre-Funding Account upon the earlier to occur of (A) the
        Distribution Date immediately following the end of the Pre-Funding Period
        and
        (B) the termination of this Agreement, with any amounts remaining on deposit
        therein being paid to the Holders of the Certificates then entitled to
        distributions in respect of principal.

       

      Withdrawals
        pursuant to clauses (i), (ii) and (iii) shall be treated as contributions
        of
        cash to REMIC I on the date of withdrawal.

       

      Section
        3.27  Capitalized
        Interest Account.

       

      (a)  No
        later
        than the Closing Date, the Securities Administrator shall establish and maintain
        a trust account which shall at all times be an Eligible Account and shall
        be
        titled “Capitalized Interest Account, Wells Fargo Bank, N.A., in trust for the
        registered holders of Deutsche Alt-B Securities Mortgage Loan Trust, Series
        2006-AB1, Mortgage Pass-Through Certificates” (the “Capitalized Interest
        Account”). The Securities Administrator shall, promptly upon receipt, deposit in
        the Capitalized Interest Account and retain therein the Original Capitalized
        Interest Amount remitted on the Closing Date by the Depositor. Funds deposited
        in the Capitalized Interest Account shall be held in trust for the
        Certificateholders and the Certificate Insurer for the uses and purposes
        set
        forth herein.

       

      (b)  The
        Securities Administrator will invest funds deposited in the Capitalized Interest
        Account only as directed in writing by the Depositor (and such amounts shall
        not
        be invested if no direction is received by the Securities Administrator)
        in
        writing in Permitted Investments with a maturity date (i) no later than the
        Business Day immediately preceding the date on which such funds are required
        to
        be withdrawn from such account pursuant to this Agreement, if a Person other
        than the Securities Administrator or an Affiliate manages or advises such
        investment, (ii) no later than the date on which such funds are required
        to be
        withdrawn from such account pursuant to this Agreement, if the Securities
        Administrator or an Affiliate manages or advises such investment or (iii)
        within
        one (1) Business Day of the Securities Administrator’s receipt thereof. The
        amount of any losses in the Capitalized Interest Account incurred in respect
        of
        any such investments shall promptly be deposited by the Depositor in the
        Capitalized Interest Account. All income or gain realized from any such
        investment of funds on deposit in the Capitalized Interest Account shall
        be
        credited to the Capitalized Interest Account. At no time will the Capitalized
        Interest Account be an asset of any REMIC created hereunder.

       

      (c)  On
        each
        Distribution Account Deposit Date during the Pre-Funding Period, upon
        satisfaction of the conditions for the conveyance of Subsequent Loans set
        forth
        in Section 2.6, the Securities Administrator shall transfer from the Capitalized
        Interest Account to the Distribution Account an amount equal to the lesser
        of
        the Capitalized Interest Requirement (which, to the extent required, may
        include
        investment earnings on amounts on deposit therein) and the amount remaining
        in
        the Capitalized Interest Account for the related Distribution Date. If any
        funds
        remain in the Capitalized Interest Account at the end of the Pre-Funding
        Period,
        the Securities Administrator shall make the transfer described in the preceding
        sentence if necessary for the Distribution Date following the expiration
        of the
        Pre-Funding Period and the Securities Administrator shall distribute any
        remaining funds in the Capitalized Interest Account to the order of the
        Depositor.

       

      Section
        3.28  Prepayment
        Penalty Verification. 

       

      On
        or
        prior to each Servicer Remittance Date, each Servicer shall, to the extent
        provided in the respective Servicing Agreement, provide in an electronic
        format
        acceptable to the Master Servicer the data necessary for the Master Servicer
        to
        perform its verification duties agreed to by the Master Servicer and the
        Depositor. The Master Servicer or a third party reasonably acceptable to
        the
        Master Servicer and the Depositor (the “Verification Agent”) will perform such
        verification duties and will use its best efforts to issue its findings in
        a
        report (the “Verification Report”) delivered to the Master Servicer and the
        Depositor within ten (10) Business Days following the related Distribution
        Date;
        provided, however, that if the Verification Agent is unable to issue the
        Verification Report within ten (10) Business Days following the Distribution
        Date, the Verification Agent may issue and deliver to the Master Servicer
        and
        the Depositor the Verification Report upon the completion of its verification
        duties. The Master Servicer shall forward the Verification Report to the
        respective Servicer and shall notify such Servicer if the Master Servicer
        has
        determined that such Servicer did not deliver the appropriate Prepayment
        Charges
        to the Master Servicer in accordance with the respective Servicing Agreement.
        Such written notification from the Master Servicer shall include the loan
        number, prepayment penalty code and prepayment penalty amount as calculated
        by
        the Master Servicer or the Verification Agent, as applicable, of each Loan
        for
        which there is a discrepancy. If the respective Servicer agrees with the
        verified amounts, such Servicer shall adjust the immediately succeeding
        Remittance Report and the amount remitted to the Master Servicer with respect
        to
        prepayments accordingly. If the respective Servicer disagrees with the
        determination of the Master Servicer, such Servicer shall, within five (5)
        Business Days of its receipt of the Verification Report, notify the Master
        Servicer of such disagreement and provide the Master Servicer with detailed
        information to support such Servicer’s position. The respective Servicer and the
        Master Servicer shall cooperate to resolve any discrepancy on or prior to
        the
        immediately succeeding Servicer Remittance Date, and such Servicer will indicate
        the effect of such resolution on the related Remittance Report and shall
        adjust
        the amount remitted with respect to prepayments on such Servicer Remittance
        Date
        accordingly.

      


      During
        such time as the respective Servicer and the Master Servicer are resolving
        discrepancies with respect to the Prepayment Charges, no payments in respect
        of
        any disputed Prepayment Charges will be remitted to the Distribution Account
        and
        the Master Servicer shall not be obligated to remit such payments, unless
        otherwise required pursuant to Section 7.1 hereof. In connection with such
        duties, the Master Servicer shall be able to rely solely on the information
        provided to it by the respective Servicer in accordance with this Section.
        The
        Master Servicer shall not be responsible for verifying the accuracy of any
        of
        the information provided to it by the respective Servicer or for performing
        the
        Master Servicer’s duties under this Section 3.28 with respect to a Servicer if
        such Servicer is unable or unwilling to provide the required data to the
        Master
        Servicer or is not required to provide such information to the Master
        Servicer.

      


      Section
        3.29  Reports
        Filed with Securities and Exchange Commission.

       

      (a)  (i)
        Within
        15
        days after each Distribution Date (subject to permitted extensions under
        the
        Exchange Act), the Securities Administrator shall prepare and file on behalf
        of
        the Trust any Form 10-D required by the Exchange Act, in form and substance
        as
        required by the Exchange Act. The Securities Administrator shall file each
        Form
        10-D with a copy of the related Monthly Statement attached thereto. Any
        disclosure in addition to the Monthly Statement that is required to be included
        on Form 10-D (“Additional Form 10-D Disclosure”) shall be determined and
        prepared by and at the direction of the Depositor pursuant to the following
        paragraph and the Securities Administrator will have no duty or liability
        for
        any failure hereunder to determine or prepare any Additional Form 10-D
        Disclosure, except as set forth in the next paragraph. 

       

      (ii) As
        set
        forth on Exhibit K hereto, within 5 calendar days after the related Distribution
        Date, (A) the parties to the Deutsche Alt-B Securities Mortgage Loan Trust,
        Series 2006-AB1 transaction shall be required to provide to the Securities
        Administrator and the Depositor, to the extent known by a responsible officer
        thereof, in EDGAR-compatible form, or in such other form as otherwise agreed
        upon by the Securities Administrator and such party, the form and substance
        of
        any Additional Form 10-D Disclosure, if applicable, together with an Additional
        Disclosure Notification in the form of Exhibit N hereto (an “Additional
        Disclosure Notification”) and (B) the Depositor will approve, as to form and
        substance, or disapprove, as the case may be, the inclusion of the Additional
        Form 10-D Disclosure on Form 10-D. The Depositor will be responsible for
        any
        reasonable fees and expenses assessed or incurred by the Securities
        Administrator in connection with including any Additional Form 10-D Disclosure
        on Form 10-D pursuant to this paragraph. 

       

      (iii) After
        preparing the Form 10-D, the Securities Administrator shall forward
        electronically a draft copy of the Form 10-D to the Depositor (provided that
        such Form 10-D includes any Additional Form 10-D Disclosure) and the Master
        Servicer for review. No later than the Business Day prior to the date specified
        in the next sentence, the Depositor and the Master Servicer shall notify
        the
        Securities Administrator of any changes to or approval of such Form 10-D.
        No
        later than 2 Business Days prior to the 15th calendar day after the related
        Distribution Date, an officer of the Master Servicer in charge of the master
        servicing function shall sign the Form 10-D and return an electronic or fax
        copy
        of such signed Form 10-D (with an original executed hard copy to follow by
        overnight mail) to the Securities Administrator. If a Form 10-D cannot be
        filed
        on time or if a previously filed Form 10-D needs to be amended, the Securities
        Administrator will follow the procedures set forth in Section 3.29(c)(ii).
        Promptly (but no later than 1 Business Day) after filing with the Commission,
        the Securities Administrator will make available on its internet website
        a final
        executed copy of each Form 10-D. Each party to this Agreement acknowledges
        that
        the performance by the Master Servicer and Securities Administrator of its
        duties under this Section 3.29(a) related to the timely preparation, execution
        and filing of Form 10-D is contingent upon such parties strictly observing
        all
        applicable deadlines in the performance of their duties as set forth in this
        Agreement. Neither the Securities Administrator nor the Master Servicer shall
        have any liability for any loss, expense, damage, claim arising out of or
        with
        respect to any failure to properly prepare, execute and/or timely file such
        Form
        10-D, where such failure results from the Securities Administrator’s inability
        or failure to obtain or receive, on a timely basis, any information from
        any
        other party hereto needed to prepare, arrange for execution or file such
        Form
        10-D, not resulting from its own negligence, bad faith or willful
        misconduct.

       

      (b)  (i)
        Within
        four (4) Business Days after the occurrence of an event requiring disclosure
        on
        Form 8-K (each such event, a “Reportable Event”), and if requested by the
        Depositor, the Securities Administrator shall prepare and file on behalf
        of the
        Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor
        shall file the initial Form 8-K in connection with the issuance of the
        Certificates. Any disclosure or information related to a Reportable Event
        or
        that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure
        Information”) shall be determined and prepared by and at the direction of the
        Depositor pursuant to the following paragraph and the Securities Administrator
        will have no duty or liability for any failure hereunder to determine or
        prepare
        any Form 8-K Disclosure Information or any Form 8-K, except as set forth
        in the
        next paragraph. 

       

      (ii) As
        set
        forth on Exhibit K hereto, for so long as the Trust is subject to the Exchange
        Act reporting requirements, no later than 12:00 noon New York time on the
        2nd
        Business Day after the occurrence of a Reportable Event (i) the parties to
        the
        Deutsche Alt-B Securities Mortgage Loan Trust, Series 2006-AB1 transaction
        shall
        be required to provide to the Securities Administrator and the Depositor,
        to the
        extent known by a responsible officer thereof, in EDGAR-compatible form,
        or in
        such other form as otherwise agreed upon by the Securities Administrator
        and
        such party, the form and substance of any Form 8-K Disclosure Information,
        if
        applicable, together with an Additional Disclosure Notification and (ii)
        the
        Depositor will approve, as to form and substance, or disapprove, as the case
        may
        be, the inclusion of the Form 8-K Disclosure Information. The Depositor will
        be
        responsible for any reasonable fees and expenses assessed or incurred by
        the
        Securities Administrator in connection with including any Form 8-K Disclosure
        Information on Form 8-K pursuant to this paragraph. 

       

      (iii) After
        preparing the Form 8-K, the Securities Administrator shall, upon request,
        forward electronically a draft copy of the Form 8-K to the Master Servicer
        and
        the Depositor for review. No later than the Business Day prior to the date
        specified in the next sentence, the Depositor and the Master Servicer shall
        notify the Securities Administrator of any changes to or approval of such
        Form
        8-K. No later than 12:00 noon New York time on the 4th Business Day after
        the
        Reportable Event, an officer of the Master Servicer in charge of the master
        servicing function shall sign the Form 8-K and return an electronic or fax
        copy
        of such signed Form 8-K (with an original executed hard copy to follow by
        overnight mail) to the Securities Administrator. If a Form 8-K cannot be
        filed
        on time or if a previously filed Form 8-K needs to be amended, the Securities
        Administrator will follow the procedures set forth in Section 3.29(c)(ii).
        Promptly (but no later than 1 Business Day) after filing with the Commission,
        the Securities Administrator will, make available on its internet website
        a
        final executed copy of each Form 8-K that has been prepared and filed by
        the
        Securities Administrator. The parties to this Agreement acknowledge that
        the
        performance by the Master Servicer and the Securities Administrator of their
        respective duties under this Section 3.29(b) related to the timely preparation,
        execution and filing of Form 8-K is contingent upon such parties strictly
        observing all applicable deadlines in the performance of their duties under
        this
        Agreement. Neither the Master Servicer nor the Securities Administrator shall
        have any liability for any loss, expense, damage, claim arising out of or
        with
        respect to any failure to properly prepare, execute and/or timely file such
        Form
        8-K, where such failure results from the Securities Administrator’s inability or
        failure to obtain or receive, on a timely basis, any information from any
        other
        party hereto needed to prepare, arrange for execution or file such Form 8-K,
        not
        resulting from its own negligence, bad faith or willful misconduct.

       

      (c)  (i)
        Prior
        to
        January 30 of the first year in which the Securities Administrator is able
        to do
        so under applicable law, the Securities Administrator shall prepare and file
        a
        Form 15 relating to the automatic suspension of reporting in respect of the
        Trust under the Exchange Act. 

       

      (ii) In
        the
        event that the Securities Administrator is unable to timely file with the
        Commission all or any required portion of any Form 8-K, 10-D or 10-K required
        to
        be filed by this Agreement because required disclosure information was either
        not delivered to it or delivered to it after the delivery deadlines set forth
        in
        this Agreement or for any other reason, the Securities Administrator will
        promptly notify the Depositor. In the case of Form 10-D and 10-K, the parties
        to
        this Agreement will cooperate to prepare and file a Form 12b-25 and a 10-DA
        and
        10-KA as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the
        case of
        Form 8-K, the Securities Administrator will, upon receipt of all required
        Form
        8-K Disclosure Information and upon the approval and direction of the Depositor,
        include such disclosure information on the next Form 10-D. In the event that
        any
        previously filed Form 8-K, 10-D or 10-K needs to be amended and such amendment
        includes any Additional Form 10-D Disclosure, any Additional Form 10-K
        Disclosure or any Form 8-K Disclosure Information or any amendment to such
        disclosure, the Securities Administrator will notify the Depositor of the
        amendment pertaining to an additional reporting item on such form and the
        Depositor will cooperate with the Securities Administrator to prepare any
        necessary 8-KA, 10-DA or 10-KA. Any Form 15, Form 12b-25 or any amendment
        to
        Form 8-K, 10-D or 10-K shall be signed by an officer of the Master Servicer
        in
        charge of the master servicing function. The parties to this Agreement
        acknowledge that the performance by the Master Servicer and the Securities
        Administrator of its duties under this Section 3.29(c) related to the timely
        preparation, execution and filing of Form 15, a Form 12b-25 or any amendment
        to
        Form 8-K, 10-D or 10-K is contingent upon each such party performing its
        duties
        under this Agreement. Neither the Master Servicer nor the Securities
        Administrator shall have any liability for any loss, expense, damage, claim
        arising out of or with respect to any failure to properly prepare, execute
        and/or timely file any such Form 15, Form 12b-25 or any amendments to Forms
        8-K,
        10-D or 10-K, where such failure results from the Securities Administrator’s
        inability or failure to obtain or receive, on a timely basis, any information
        from any other party hereto needed to prepare, arrange for execution or file
        such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not
        resulting from its own negligence, bad faith or willful misconduct.

       

      (d)  (i)
        Within
        90
        days after the end of each fiscal year of the Trust or such earlier date
        as may
        be required by the Exchange Act (the “10-K Filing Deadline”) (it being
        understood that the fiscal year for the Trust ends on December 31st of each
        year), commencing in March 2007, the Securities Administrator shall prepare
        and
        file on behalf of the Trust a Form 10-K, in form and substance as required
        by
        the Exchange Act. Each such Form 10-K shall include the following items,
        in each
        case to the extent they have been delivered to the Securities Administrator
        within the applicable time frames set forth in this Agreement, the Servicing
        Agreements and the Custodial Agreements, (i) an annual compliance statement
        for
        each Servicer, each Additional Servicer, the Master Servicer, the Securities
        Administrator and any Servicing Function Participant engaged by such parties
        (together with the Custodians, each, a “Reporting Servicer”) as described under
        the related Servicing Agreement and Section 3.16, (ii)(A) the annual reports
        on
        assessment of compliance with servicing criteria for each Reporting Servicer,
        as
        described in the related Servicing Agreement or Custodial Agreement and Section
        3.17, and (B) if each Reporting Servicer’s report on assessment of compliance
        with servicing criteria described under the related Servicing Agreement or
        Custodial Agreement and Section 3.17 identifies any material instance of
        noncompliance, disclosure identifying such instance of noncompliance, or
        if any
        Reporting Servicer’s report on assessment of compliance with servicing criteria
        described thereunder is not included as an exhibit to such Form 10-K, disclosure
        that such report is not included and an explanation why such report is not
        included, (iii)(A) the registered public accounting firm attestation report
        for
        each Reporting Servicer, as described in the related Servicing Agreement
        or
        Custodial Agreement or under Section 3.18, and (B) if any registered public
        accounting firm attestation report described in the related Servicing Agreement
        identifies any material instance of noncompliance, disclosure identifying
        such
        instance of noncompliance, or if any such registered public accounting firm
        attestation report is not included as an exhibit to such Form 10-K, disclosure
        that such report is not included and an explanation why such report is not
        included, and (iv) the Sarbanes-Oxley Certification as described in Section
        3.19. Any disclosure or information in addition to (i) through (iv) above
        that
        is required to be included on Form 10-K (“Additional Form 10-K Disclosure”)
        shall be determined and prepared by and at the direction of the Depositor
        pursuant to the following paragraph and the Securities Administrator will
        have
        no duty or liability for any failure hereunder to determine or prepare any
        Additional Form 10-K Disclosure, except as set forth in the next
        paragraph.

       

      (ii) As
        set
        forth on Exhibit K hereto, no later than March 15 of each year that the Trust
        is
        subject to the Exchange Act reporting requirements, commencing in 2007, (i)
        the
        parties to the Deutsche Alt-A Securities Mortgage Loan Trust, Series 2006-AB1
        transaction shall be required to provide to the Securities Administrator
        and the
        Depositor, to the extent known to a responsible officer thereof, in
        EDGAR-compatible form, or in such other form as otherwise agreed upon by
        the
        Securities Administrator and such party, the form and substance of any
        Additional Form 10-K Disclosure, if applicable, together with an Additional
        Disclosure Notification and (ii) the Depositor will approve, as to form and
        substance, or disapprove, as the case may be, the inclusion of the Additional
        Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for
        any
        reasonable fees and expenses assessed or incurred by the Securities
        Administrator in connection with including any Additional Form 10-K Disclosure
        on Form 10-K pursuant to this paragraph.

       

      (iii) After
        preparing the Form 10-K, the Securities Administrator shall forward
        electronically a draft copy of the Form 10-K to the Master Servicer and the
        Depositor for review. If the Form 10-K contains additional reporting items,
        the
        Form 10-K will be sent to the Depositor for review and approval prior to
        execution by the Master Servicer. No later than the Business Day prior to
        the
        date specified in the next sentence, the Depositor and the Master Servicer shall
        notify the Securities Administrator of any changes to or approval of such
        Form
        10-K. No later than 12:00 noon New York time on the 4th Business Day prior
        to
        the 10-K Filing Deadline, an officer of the Master Servicer in charge of
        the
        master servicing function shall sign the Form 10-K and return an electronic
        or
        fax copy of such signed Form 10-K (with an original executed hard copy to
        follow
        by overnight mail) to the Securities Administrator. If a Form 10-K cannot
        be
        filed on time or if a previously filed Form 10-K needs to be amended, the
        Securities Administrator will follow the procedures set forth in Section
        3.29(c)(ii). Promptly (but no later than 1 Business Day) after filing with
        the
        Commission, the Securities Administrator will make available on its internet
        website a final executed copy of each Form 10-K. The parties to this Agreement
        acknowledge that the performance by the Master Servicer and the Securities
        Administrator of their respective duties under this Section 3.29(d) related
        to
        the timely preparation, execution and filing of Form 10-K is contingent upon
        such parties (and any Additional Servicer or Servicing Function Participant)
        strictly observing all applicable deadlines in the performance of their duties
        under this Section 3.29(d), the related Servicing Agreement, Section 3.17,
        Section 3.18 and Section 3.19. Neither the Master Servicer nor the Securities
        Administrator shall have any liability for any loss, expense, damage, claim
        arising out of or with respect to any failure to properly prepare , execute
        and/or timely file such Form 10-K, where such failure results from the
        Securities Administrator’s inability or failure to obtain or receive, on a
        timely basis, any information from any other party hereto needed to prepare,
        arrange for execution or file such Form 10-K, not resulting from its own
        negligence, bad faith or willful misconduct.

       

      (e)  The
        Securities Administrator shall indemnify and hold harmless the Depositor,
        the
        Trustee and their respective officers, directors and Affiliates from and
        against
        any losses, damages, penalties, fines, forfeitures, reasonable and necessary
        legal fees and related costs, judgments and other costs and expenses arising
        out
        of or based upon a breach of the Securities Administrator’s obligations under
        this Section 3.29 or the Securities Administrator’s negligence, bad faith or
        willful misconduct in connection therewith. 

       

      Notwithstanding
        the provisions of Section 11.1, this Section 3.29 may be amended without
        the
        consent of the Certificateholders.

       

       

      


      ARTICLE
        IV

       

      PAYMENTS
        TO CERTIFICATEHOLDERS; ADVANCES;

      STATEMENTS
        AND REPORTS

       

      Section
        4.1  Distributions
        to Certificateholders. 

       

      (a)  On
        each
        Distribution Date, the Securities Administrator, to the extent on deposit
        therein and based solely upon the Remittance Report for such Distribution
        Date,
        shall withdraw from the Distribution Account the Available Distribution Amount
        for such Distribution Date and distribute to each Certificateholder and to
        the
        Certificate Insurer, as applicable, by wire transfer in immediately available
        funds for the account of the Certificateholder and the Certificate Insurer,
        as
        applicable, or by any other means of payment acceptable to each
        Certificateholder of record on the immediately preceding Record Date (other
        than
        as provided in Section 9.1 respecting the final distribution) or the Certificate
        Insurer, as applicable, as specified by each such Certificateholder or the
        Certificate Insurer, as applicable, and at the address of such Holder appearing
        in the Certificate Register, with respect to such Certificateholder, and
        to the
        Policy Payments Account, with respect to the Certificate Insurer, from the
        amount so withdrawn and to the extent of such Available Distribution Amount,
        such Certificateholder’s Percentage Interest of the following amounts and in the
        following order and priority:

       

      (i)  On
        each
        Distribution Date, the Securities Administrator shall distribute the Interest
        Remittance Amount for such Distribution Date in the following order of
        priority:

       

      (a) first,
        to the
        Certificate Insurer, the premium due in connection with the Policy;

       

      (b) second,
        to the
        holders of Senior Certificates, the related Senior Interest Distribution
        Amount
        for such Distribution Date to the extent of the Interest Remittance Amount
        remaining after the payment of the Certificate Insurer Premium to the
        Certificate Insurer, on a pro rata basis based on the entitlement of each
        such
        Class;

       

      (c) third,
        to
        the Certificate Insurer, any unpaid Reimbursement Amount; and

       

      (d) fourth,
        to the holders of the Class M-1, Class M-2, Class M-3, Class M-4 and Class
        M-5
        Certificates, in that order, the related Interest Distribution Amount allocable
        to each such Class to the extent of the Interest Remittance Amount for such
        Distribution Date remaining after the payment of the Certificate Insurer
        Premium
        and Reimbursement Amounts to the Certificate Insurer, distribution of the
        Senior
        Interest Distribution Amount to the Class A Certificates and distribution
        of the
        Interest Distribution Amount to any Class of Class M Certificates with a
        higher
        payment priority.

       

      (ii)  (A)
        On
        each Distribution Date (i) prior to the Stepdown Date or (ii) on which a
        Trigger
        Event is in effect, the Securities Administrator shall distribute the Principal
        Distribution Amount for that Distribution Date in the following amounts and
        order of priority:

       

      (a) First,
        concurrently to the Class A-1 Certificates and Class A-2 Certificates, the
        Principal Distribution Amount, on a pro rata basis, based on the Certificate
        Principal Balance of each such Class, and among the Class A-1 Certificates
        and
        Class A-2 Certificates in the manner and priority set forth below;

       

      (b) Second,
        concurrently to the Class A-3 Certificates and Class A-4 Certificates, the
        Principal Distribution Amount remaining after the distribution in clause
        First,
        on a
        pro rata basis, based on the Certificate Principal Balance of each such Class,
        until the Certificate Principal Balance of each such Class has been reduced
        to
        zero;

       

      (c) Third,
        to the
        Certificate Insurer, any Certificate Insurer Premium and Reimbursement Amounts
        not repaid from interest collections pursuant to Section 4.1(a)(i) above;
        and

       

      (d) Fourth,
        sequentially to the Class M-1, Class M-2, Class M-3, Class M-4 and Class
        M-5
        Certificates, in that order, the Principal Distribution Amount remaining
        after
        the distributions in clauses First,
        Second,
        and Third
        above,
        until the Certificate Principal Balance of each such Class has been reduced
        to
        zero.

       

      (B)
        On
        each Distribution Date (i) on or after the Stepdown Date and (ii) on which
        a
        Trigger Event is not in effect, the Securities Administrator shall distribute
        Principal Distribution Amount for that Distribution Date in the following
        amounts and order of priority:

       

      (a)  First,
        concurrently to the Class A-1 Certificates and Class A-2 Certificate, the
        Senior
        Principal Distribution Amount, on a pro rata basis, based on the Certificate
        Principal Balance of each such Class, and among the Class A-1 Certificates
        and
        Class A-2 Certificates in the manner and priority set forth below;

       

      (b)  Second,
        concurrently to the Class A-3 Certificates and Class A-4 Certificates, the
        Senior Principal Distribution Amount remaining following distributions pursuant
        to clause First
        above,
        on a pro rata basis, based on the Certificate Principal Balance of each such
        Class, until the Certificate Principal Balance of each such Class has been
        reduced to zero;

       

      (c)  Third,
        to the
        Certificate Insurer, any Certificate Insurer Premium and Reimbursement Amounts
        not repaid from interest collections pursuant to Section 4.1(a)(i)
        above;

       

      (d)  Fourth,
        to the
        holders of the Class M-1 Certificates, the Class M-1 Principal Distribution
        Amount in reduction of the Certificate Principal Balance thereof, until the
        Certificate Principal Balance of the Class M-1 Certificates has been reduced
        to
        zero;

       

      (e)  Fifth,
        to the
        holders of the Class M-2 Certificates, the Class M-2 Principal Distribution
        Amount in reduction of the Certificate Principal Balance thereof, until the
        Certificate Principal Balance of the Class M-2 Certificates has been reduced
        to
        zero;

       

      (f)  Sixth,
        to the
        holders of the Class M-3 Certificates, the Class M-3 Principal Distribution
        Amount in reduction of the Certificate Principal Balance thereof, until the
        Certificate Principal Balance of the Class M-3 Certificates has been reduced
        to
        zero;

       

      (g)  Seventh,
        to the
        holders of the Class M-4 Certificates, the Class M-4 Principal Distribution
        Amount in reduction of the Certificate Principal Balance thereof, until the
        Certificate Principal Balance of the Class M-4 Certificates has been reduced
        to
        zero; and

       

      (h)  Eighth,
        to the
        holders of the Class M-5 Certificates, the Class M-5 Principal Distribution
        Amount in reduction of the Certificate Principal Balance thereof, until the
        Certificate Principal Balance of the Class M-5 Certificates has been reduced
        to
        zero.

       

      On
        each
        Distribution Date other than a Distribution Date following the date on which
        the
        Certificate Principal Balances of the Mezzanine Certificates have been reduced
        to zero, the Securities Administrator will distribute the portion of the
        Principal Distribution Amount or Senior Principal Distribution Amount payable
        to
        the Class A-1 Certificates in the following order of priority:

       

      (1) first,
        concurrently, to the Class A-1-A Certificates and Class A-1-B Certificates
        on a
        pro rata basis based on the Certificate Principal Balance of each such Class,
        until the Certificate Principal Balance of each such Class has been reduced
        to
        zero; and

       

      (2) second,
        to the
        Class A-1-C Certificates, until the Certificate Principal Balance thereof
        has
        been reduced to zero.

       

      On
        each
        Distribution Date other than a Distribution Date following the date on which
        the
        Certificate Principal Balances of the Mezzanine Certificates have been reduced
        to zero, the Securities Administrator will distribute the portion of the
        Principal Distribution Amount or Senior Principal Distribution Amount payable
        to
        the Class A-2 Certificates in the following order of priority:

       

      (1) first,
        to the
        Class A-2-A Certificates, until the Certificate Principal Balance of the
        Class
        A-2-A Certificates has been reduced to zero; and

       

      (2) second,
        concurrently to the Class A-2-B, Class A-2-C and Class A-2-D Certificates
        on a
        pro rata basis based on the Certificate Principal Balance of each such Class,
        until the Certificate Principal Balance of each such Class has been reduced
        to
        zero; provided, however, that payments otherwise allocable to the Class A-2-D
        Certificates will be paid first to the Class A-2-C Certificates until the
        Certificate Principal Balance of the Class A-2-C Certificates has been reduced
        to zero, and then to the Class A-2-D Certificates.

       

      Notwithstanding
        the priority of distributions described in this section, on any Distribution
        Date which occurs after the Certificate Principal Balances of the Mezzanine
        Certificates have been reduced to zero, the Securities Administrator shall
        make
        distributions in respect of principal to the Class A Certificates concurrently
        to each Class of Class A Certificates, on a pro rata basis, based on the
        Certificate Principal Balance of each such Class, until the Certificate
        Principal Balance of each such Class has been reduced to zero.

       

      (iii) On
        each
        Distribution Date, the Securities Administrator shall distribute any Net
        Monthly
        Excess Cashflow for such Distribution Date in the following order of
        priority:

       

      
        	(A)  	
                to
                  the holders of the Classes of Certificates then entitled to receive
                  distributions in respect of principal, in an amount equal to the
                  Overcollateralization Increase Amount for such Distribution Date,
                  distributable as part of the Principal Distribution Amount for
                  that
                  Distribution Date in accordance with the priorities set forth in
                  Section
                  4.1(a)(ii) above;

              


      

       

      
        	(B)  	
                sequentially,
                  to the holders of the Class M-1, Class M-2, Class M-3, Class M-4
                  and Class
                  M-5 Certificates, in that order, the related Interest Carry Forward
                  Amount
                  for each such Class for such Distribution
                  Date;

              


      

       

      
        	(C)  	
                to
                  the Reserve Fund, an amount equal to the sum of the related Net
                  WAC Rate
                  Carryover Amounts, if any;

              


      

       

      
        	(D)  	
                concurrently,
                  to the holders of the Class A Certificates on a pro rata basis,
                  the
                  Allocated Realized Loss Amount for each such Class and such Distribution
                  Date;

              


      

       

      
        	(E)  	
                (v)sequentially,
                  to the holders of the Class M-1, Class M-2, Class M-3, Class M-4
                  and Class
                  M-5 Certificates, in that order, the Allocated Realized Loss Amount
                  for
                  each such Class and such Distribution
                  Date;

              


      

       

      
        	(F)  	
                to
                  the Holders of the Class CE Certificates, the Interest Distribution
                  Amount
                  and any Overcollateralization Reduction Amount for such Distribution
                  Date;
                  and

              


      

       

      
        	(G)  	
                to
                  the Holders of the Class R Certificates, in respect of Component
                  R-4, any
                  remaining amounts; provided that if such Distribution Date is the
                  Distribution Date immediately following the expiration of the latest
                  Prepayment Charge term as identified on the Loan Schedule or any
                  Distribution Date thereafter, then any such remaining amounts will
                  be
                  distributed first, to the Holders of the Class P Certificates,
                  until the
                  Certificate Principal Balance thereof has been reduced to zero;
                  and
                  second, to the Holders of the Class R
                  Certificates.

              


      

       

      On
        each
        Distribution Date, the Securities Administrator, after making the required
        distributions of interest and principal to the Certificates as described
        in
        Section 4.1(a)(i) and (ii) above, and after the distribution of the Net Monthly
        Excess Cashflow as described in Section 4.1(a)(iii), the Securities
        Administrator will withdraw from the Reserve Fund the amounts on deposit
        therein
        and distribute such amounts to the Class A Certificates (other than the Class
        A-X-1, Class A-X-2 and Class A-X Certificates) and the Class M Certificates
        in
        respect of any Net WAC Rate Carryover Amounts due to each such Class in the
        following manner and order of priority: first,
        concurrently to the Class A Certificates, other than the Class A-X-1, Class
        A-X-2 and Class A-X Certificates, on a pro rata basis, the related Net WAC
        Rate
        Carryover Amount remaining unpaid for such Distribution Date for each such
        Class; second,
        to the
        Class M-1 Certificates, the related Net WAC Rate Carryover Amount remaining
        unpaid for such Distribution Date for such Class; third,
        to the
        Class M-2 Certificates, the related Net WAC Rate Carryover Amount remaining
        unpaid for such Distribution Date for such Class; fourth,
        to the
        Class M-3 Certificates, the related Net WAC Rate Carryover Amount remaining
        unpaid for such Distribution Date for such Class; fifth,
        to the
        Class M-4 Certificates, the related Net WAC Rate Carryover Amount remaining
        unpaid for such Distribution Date for such Class; and sixth,
        to the
        Class M-5 Certificates, the related Net WAC Rate Carryover Amount remaining
        unpaid for such Distribution Date for such Class.

       

      (b) On
        each
        Distribution Date, the Securities Administrator shall withdraw any amounts
        then
        on deposit in the Distribution Account that represent Prepayment Charges
        and
        shall distribute such amounts to the Class P Certificateholders.

       

      (c) The
        final
        distribution of principal of each Certificate (and the final distribution
        with
        respect to the Class R Certificate upon termination of the Trust Fund) shall
        be
        payable in the manner provided in Section 4.1 only upon presentation and
        surrender thereof on or after the Distribution Date therefor at the office
        or
        agency of the Securities Administrator specified in the notice delivered
        pursuant to the next succeeding paragraph or Section 9.1.

       

      Whenever,
        on the basis of Curtailments, Payoffs and Monthly Payments on the Loans and
        Insurance Proceeds and Liquidation Proceeds received and expected to be received
        during the applicable Prepayment Period, the Securities Administrator believes
        that the entire remaining unpaid Certificate Principal Balance of any Class
        of
        Certificates shall become distributable on the next Distribution Date, the
        Securities Administrator shall, as early as practicable prior to the
        Determination Date 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, to the Underwriter, the Certificate
        Insurer and to each Rating Agency a notice to the effect that: (i) it is
        expected that funds sufficient to make such final distribution shall be
        available in the Distribution Account on such Distribution Date, and (ii)
        if
        such funds are available, (A) such final distribution shall be payable on
        such
        Distribution Date, but only upon presentation and surrender of such Certificate
        at the office or agency of the Securities Administrator 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.

       

      (d) Each
        Holder of an Insured Certificate, by its acceptance of such Insured Certificate,
        hereby agrees that, in the event any distribution is made to any Holder of
        such
        Insured Certificate from amounts paid under the Policy, (i) the Certificate
        Insurer shall be subrogated in the manner herein provided to the rights of
        the
        Holder of such Insured Certificate to receive, from amounts on deposit in
        the
        Distribution Account, the distributions allocable to principal and interest
        that
        would have been distributable to such Holder if no distribution had been
        made
        under the Policy; and (ii) in addition to the rights of the Holders of the
        Insured Certificates that the Certificate Insurer may exercise in accordance
        with the provisions of Section 12.1, the Certificate Insurer may exercise
        any
        option, vote, right, or power with respect to each Insured Certificate for
        which
        amounts paid under the Policy (plus interest at the Late Payment Rate thereon
        from the date such payment was made) are outstanding.

       

      (e) Payments
        to the Certificate Insurer shall be made by wire transfer of immediately
        available funds to the following account, unless the Certificate Insurer
        notifies the Securities Administrator in writing of a change in such wire
        transfer instructions: Financial Security Assurance Inc., Account Number
        8900297263, Bank: The Bank of New York, ABA Number 021000018, Re: Deutsche
        Alt-B
        Securities Mortgage Loan Trust, Series 2006-AB1, Mortgage Pass-Through
        Certificates Policy No. 51714-N.

       

      Section
        4.2  Allocation
        of Realized Losses. 

       

      Prior
        to
        each Distribution Date, the Master Servicer, based solely on the information
        provided by the related Servicer, shall determine the amount of Realized
        Losses,
        if any, with respect to each Loan.

       

      Realized
        Losses on the Loans for any Distribution Date will first, cause a reduction
        in
        Net Monthly Excess Cash Flow for that Distribution Date and second, cause
        a
        reduction in the Certificate Principal Balance of the Class CE Certificates
        for
        that Distribution Date, until the Certificate Principal Balance thereof has
        been
        reduced to zero. To the extent that Realized Losses on a Distribution Date
        cause
        the aggregate Certificate Principal Balance of the Class A Certificates (other
        than the Class A-X-1, Class A-X-2 and Class A-X Certificates), Class M and
        Class
        P Certificates, after taking into account all distributions on such Distribution
        Date to exceed the aggregate Principal Balance of the Loans as of the last
        day
        of the related Due Period, such excess will be allocated first,
        to the
        Class M-5 Certificates; second,
        to the
        Class M-4 Certificates; third,
        to the
        Class M-3 Certificates; fourth,
        to the
        Class M-2 Certificates, fifth,
        to the
        Class M-1 Certificates and sixth,
        to the
        Class A Certificates on a pro rata basis based on the Certificate Principal
        Balance of each such Class, in each case to reduce the Certificate Principal
        Balance thereof until it has been reduced to zero. In addition, to the extent
        the related Servicer receives Subsequent Recoveries with respect to any
        defaulted Loan, the amount of the Realized Loss with respect to that defaulted
        Loan will be reduced to the extent such Subsequent Recoveries are applied
        to
        reduce the Certificate Principal Balance of any Class of Certificates on
        any
        Distribution Date.

       

      Any
        allocation of Realized Losses to a Class A Certificate or Class M Certificate
        on
        any Distribution Date shall be made by reducing the Certificate Principal
        Balance thereof by the amount so allocated as of such Distribution Date after
        all distributions on such Distribution Date have been made; provided however,
        that, with respect to the Class A-3 Certificates, the Certificate Principal
        Balance thereof will be reduced pursuant to this Section 4.2 only by that
        amount
        so allocated and not covered by a Guaranteed Distribution made by the
        Certificate Insurer. Any allocation of Realized Losses to a Class CE
        Certificates shall be made by reducing the amount otherwise payable in respect
        thereof pursuant to Section 4.1(a)(iii)(F). No allocations of Realized Losses
        shall be made to the Class P Certificates. Notwithstanding anything to the
        contrary in this Agreement, in no event will the Certificate Principal Balance
        of any Class A Certificate or Class M Certificate be reduced more than once
        in
        respect of any particular amount both (i) allocable to the Class A Certificate
        or Class M Certificate in respect of Realized Losses and (ii) payable as
        principal to the Holder of the Certificate from Net Monthly Excess
        Cashflow.

       

      As
        used
        herein, an allocation of a Realized Loss on a “pro rata basis” among two or more
        specified Classes of Certificates means an allocation on a pro rata basis,
        among
        the various Classes so specified, to each such Class of Certificates on the
        basis of their then outstanding Certificate Principal Balances prior to giving
        effect to distributions to be made on such Distribution Date. All Realized
        Losses and all other losses allocated to a Class of Certificates hereunder
        will
        be allocated among the Certificates of such Class in proportion to the
        Percentage Interests evidenced thereby.

       

      Any
        Subsequent Recoveries collected by the Servicers will be distributed as part
        of
        the Available Distribution Amount in accordance with the priorities described
        under Section 4.1. In addition, the Certificate Principal Balance of each
        Class of Certificates that has been reduced by the allocation of a Realized
        Loss
        to such Certificate will be increased, on a pro rata basis based on the related
        Allocated Realized Loss Amount with respect to the Senior Certificates, and
        in
        order of seniority with respect to the Class M Certificates, by the amount
        of
        such Subsequent Recoveries, but only to the extent that such Certificate
        has not
        been reimbursed for the amount of such Realized Loss (or a portion thereof)
        allocated to such Certificate from Net Monthly Excess Cashflow. Holders of
        such
        Certificates will not be entitled to any payment in respect of current interest
        on the amount of such increases for any Interest Accrual Period preceding
        the
        Distribution Date on which such increase occurs.

       

      All
        reductions in the Certificate Principal Balance of a Certificate effected
        by
        distributions of principal or allocations of Realized Losses with respect
        to
        Loans 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. 

       

      All
        Realized Losses on the Loans shall be allocated on each Distribution Date
        to the
        following REMIC I Regular Interests in the specified percentages, as follows:
        first, to Uncertificated Accrued Interest payable to the REMIC I Regular
        Interest AA and REMIC I Regular Interest ZZ up to an aggregate amount equal
        to
        the REMIC I Interest Loss Allocation Amount, 98% and 2%, respectively; second,
        to the Uncertificated Principal Balances of the REMIC I Regular Interest
        AA and
        REMIC I Regular Interest ZZ up to an aggregate amount equal to the REMIC
        I
        Principal Loss Allocation Amount, 98% and 2%, respectively; third, to the
        Uncertificated Principal Balances of REMIC I Regular Interest AA, REMIC I
        Regular Interest M-5 and REMIC I Regular Interest ZZ, 98% 1% and 1%,
        respectively, until the Uncertificated Principal Balance of REMIC I Regular
        Interest M-5 has been reduced to zero; fourth, to the Uncertificated Principal
        Balances of REMIC I Regular Interest AA, REMIC I Regular Interest M-4 and
        REMIC
        I Regular Interest ZZ, 98%, 1% and 1%, respectively, until the Uncertificated
        Principal Balance of REMIC I Regular Interest M-4 has been reduced to zero;
        fifth, to the Uncertificated Principal Balances of REMIC I Regular Interest
        AA,
        REMIC I Regular Interest M-3 and REMIC I Regular Interest ZZ, 98%, 1% and
        1%,
        respectively, until the Uncertificated Principal Balance of REMIC I Regular
        Interest M-3 has been reduced to zero; sixth, to the Uncertificated Principal
        Balances of REMIC I Regular Interest AA, REMIC I Regular Interest M-2 and
        REMIC
        I Regular Interest ZZ, 98%, 1% and 1%, respectively, until the Uncertificated
        Principal Balance of REMIC I Regular Interest M-2 has been reduced to zero;
        and
        seventh, to the Uncertificated Principal Balances of REMIC I Regular Interest
        AA, REMIC I Regular Interest M-1 and REMIC I Regular Interest ZZ, 98%, 1%
        and
        1%, respectively, until the Uncertificated Principal Balance of REMIC I Regular
        Interest M-1 has been reduced to zero.

       

      All
        Realized Losses on the REMIC II Regular Interests shall be allocated in the
        same
        order and priority as Realized Losses are allocated to the Corresponding
        Interest. 

       

      All
        Realized Losses on the REMIC III Regular Interests shall be allocated in
        the
        same order and priority as Realized Losses are allocated to the Corresponding
        Certificates. 

       

      Section
        4.3  Statements
        to Certificateholders. 

       

      On
        each
        Distribution Date, the Securities Administrator shall provide or make available,
        upon request to each Holder of a Certificate, a statement (each, a “Remittance
        Report”) as to the distributions made to such Certificateholders on such
        Distribution Date setting forth:

       

      1. the
        applicable Interest Accrual Periods and general Distribution Dates;

       

      2. the
        total
        cash flows received and the general sources thereof;

       

      3. the
        amount, if any, of fees or expenses accrued and paid, with an identification
        of
        the payee and the general purpose of such fees;

       

      4. the
        amount of the related distribution to holders of the Certificates (by Class)
        allocable to principal, separately identifying (A) the aggregate amount of
        any
        principal prepayments included therein, (B) the aggregate of all scheduled
        payments of principal included therein and (C) any Overcollateralization
        Increase Amount included therein;

       

      5. the
        amount of such distribution to holders of the Certificates (by Class) allocable
        to interest;

       

      6. the
        Interest Carry Forward Amounts and any Net WAC Rate Carryover Amounts for
        the
        related Certificates (if any);

       

      7. the
        Certificate Principal Balance of the Certificates before and after giving
        effect
        to the distribution of principal and allocation of Allocated Realized Loss
        Amounts on such Distribution Date;

       

      8. the
        number and Scheduled Principal Balance of all the Loans for the following
        Distribution Date;

       

      9. the
        Pass-Through Rate for each Class of Certificates for such Distribution
        Date;

       

      10. the
        aggregate amount of Advances included in the distributions on the Distribution
        Date (including the general purpose of such Advances);

       

      11. the
        number and aggregate principal balance of any Loans that were (A) delinquent
        (exclusive of Loans in foreclosure) using the “OTS” method (1) one Monthly
        Payment is delinquent, (2) two Monthly Payments are delinquent, (3) three
        Monthly Payments are delinquent and (4) foreclosure proceedings have been
        commenced, and loss information for the period;

       

      12. the
        amount of, if any, of Net Monthly Excess Cashflow or excess spread and the
        application of such Net Monthly Excess Cashflow;

       

      13. with
        respect to any Loan that was liquidated during the preceding calendar month,
        the
        loan number and Scheduled Principal Balance of, and Realized Loss on, such
        Loan
        as of the end of the related Prepayment Period;

       

      14. whether
        the Stepdown Date has occurred or whether a Trigger Event is in
        effect;

       

      15. the
        total
        number and principal balance of any REO Properties as of the end of the related
        Prepayment Period;

       

      16. the
        cumulative Realized Losses through the end of the preceding month;

       

      17. the
        three-month rolling average of the percent equivalent of a fraction, the
        numerator of which is the aggregate Scheduled Principal Balance of the Loans
        that are 60 days or more delinquent or are in bankruptcy or foreclosure or
        are
        REO Properties, and the denominator of which is the Scheduled Principal Balances
        of all of the Loans, and

       

      18. the
        amount of the Prepayment Charges remitted by the Servicers.

       

      The
        Securities Administrator shall make such statement (and, at its option, any
        additional files containing the same information in an alternative format)
        available each month to the Certificateholders, the Trustee, the Certificate
        Insurer and the Rating Agencies via the Securities Administrator’s internet
        website. The Securities Administrator’s internet website shall initially be
        located at http:\\www.ctslink.com and assistance in using the website can
        be
        obtained by calling the Securities Administrator’s customer service desk at
        1-301-815-6600. Parties that are unable to use the above distribution option
        are
        entitled to have a paper copy mailed to them via first class mail by calling
        the
        customer service desk and indicating such. The Securities Administrator shall
        have the right to change the way such statements are distributed in order
        to
        make such distribution more convenient and/or more accessible to the above
        parties and the Securities Administrator shall provide timely and adequate
        notification to all above parties regarding any such changes.

       

      In
        the
        case of information furnished pursuant to subclauses (4) and (5) above, the
        amounts shall be expressed as a dollar amount per single Certificate of the
        relevant Class.

       

      Within
        a
        reasonable period of time after the end of each calendar year, the Securities
        Administrator shall furnish to the Certificate Insurer and to each Person
        who at
        any time during the calendar year was a Holder of a Regular Interest Certificate
        a statement containing the information set forth in subclauses (4) and (5)
        above, aggregated for such calendar year or applicable portion thereof during
        which such person was a Certificateholder. Such obligation of the Securities
        Administrator shall be deemed to have been satisfied to the extent that
        substantially comparable information shall be provided by the Securities
        Administrator pursuant to any requirements of the Code as from time to time
        are
        in force.

       

      Within
        a
        reasonable period of time after the end of each calendar year, the Securities
        Administrator shall furnish to the Certificate Insurer and to each Person
        who at
        any time during the calendar year was a Holder of a Residual Certificate
        a
        statement setting forth the amount, if any, actually distributed with respect
        to
        the Residual Certificates, as appropriate, aggregated for such calendar year
        or
        applicable portion thereof during which such Person was a
        Certificateholder.

       

      The
        Securities Administrator shall, upon request, furnish to the Certificate
        Insurer
        and to each Certificateholder, during the term of this Agreement, such periodic,
        special, or other reports or information, whether or not provided for herein,
        as
        shall be reasonable with respect to the Certificate Insurer and the
        Certificateholder, or otherwise with respect to the purposes of this Agreement,
        all such reports or information to be provided at the expense of the Certificate
        Insurer or the Certificateholder, as applicable, in accordance with such
        reasonable and explicit instructions and directions as the Certificateholder
        may
        provide.

       

      On
        each
        Distribution Date the Securities Administrator shall provide Bloomberg Financial
        Markets, L.P. (“Bloomberg”) CUSIP level factors for each Class of Certificates
        as of such Distribution Date, using a format and media mutually acceptable
        to
        the Securities Administrator and Bloomberg.

       

      Section
        4.4  Advances. 

       

      If
        the
        Monthly Payment on a Loan or a portion thereof is delinquent as of its Due
        Date,
        other than as a result of interest shortfalls due to bankruptcy proceedings
        or
        application of the Relief Act, and the related Servicer fails to make a Monthly
        Advance pursuant to the related Servicing Agreement, the Master Servicer
        shall
        deposit in the Distribution Account, from its own funds or from amounts on
        deposit in the Distribution Account that are held for future distribution,
        not
        later than the Distribution Account Deposit Date immediately preceding the
        related Distribution Date an amount equal to such delinquency, net of the
        Servicing Fee and Master Servicing Fee for such Loan except to the extent
        the
        Master Servicer determines any such Advance to be a Nonrecoverable Advance.
        Any
        amounts held for future distribution and so used shall be appropriately
        reflected in the Master Servicer’s records and replaced by the Master Servicer
        by deposit in the Distribution Account on or before any future Distribution
        Account Deposit Date to the extent that the Available Distribution Amount
        for
        the related Distribution Date (determined without regard to Advances to be
        made
        on the Distribution Account Deposit Date) shall be less than the total amount
        that would be distributed to the Classes of Certificateholders pursuant to
        Section 4.1 on such Distribution Date if such amounts held for future
        distributions had not been so used to make Advances. Subject to the foregoing,
        the Master Servicer shall continue to make such Advances through the date
        that
        the related Servicer is required to do so under its Servicing Agreement.
        In the
        event the Master Servicer elects not to make an Advance because the Master
        Servicer deems such Advance to be a Nonrecoverable Advance pursuant to this
        Section 4.4, on the Distribution Account Deposit Date, the Master Servicer
        shall
        present an Officer’s Certificate to the Trustee and the Certificate Insurer (i)
        stating that the Master Servicer elects not to make an Advance in a stated
        amount and (ii) detailing the reason it deems the Advance to be a Nonrecoverable
        Advance.

       

      Section
        4.5  Compliance
        with Withholding Requirements. 

       

      Notwithstanding
        any other provision of this Agreement, the Trustee and the Securities
        Administrator shall comply with all federal withholding requirements respecting
        payments to Certificateholders of interest or original issue discount that
        the
        Trustee and the Securities Administrator reasonably believe are applicable
        under
        the Code. The consent of Certificateholders shall not be required for such
        withholding. In the event the Securities Administrator does withhold any
        amount
        from interest or original issue discount payments or advances thereof to
        any
        Certificateholder pursuant to federal withholding requirements, the Securities
        Administrator shall indicate the amount withheld to such
        Certificateholders.

       

      Section
        4.6  REMIC
        Distributions.

       

      (a)  On
        each
        Distribution Date, the following amounts, in the following order of priority
        to
        the extent of funds available therefor, shall be distributed by REMIC I to
        REMIC
        II on account of the REMIC I Regular Interests or withdrawn from the
        Distribution Account and distributed to the Holders of the Class R Certificates
        (in respect of Component R-1), as the case may be:

       

      (i)  to
        Holders of REMIC I Regular Interest AA, REMIC I Regular Interest A-1-A, REMIC
        I
        Regular Interest A-1-B, REMIC I Regular Interest A-1-C, REMIC I Regular Interest
        A-2-A, REMIC I Regular Interest A-2-B, REMIC I Regular Interest A-2-C, REMIC
        I
        Regular Interest A-2-D, REMIC I Regular Interest A-3, REMIC I Regular Interest
        A-4, REMIC I Regular Interest M-1, REMIC I Regular Interest M-2, REMIC I
        Regular
        Interest M-3, REMIC I Regular Interest M-4, REMIC I Regular Interest M-5
        and
        REMIC I Regular Interest ZZ, pro
        rata,
        in an
        amount equal to (A) the Uncertificated Accrued Interest for such Distribution
        Date, plus (B) any amounts in respect thereof remaining unpaid from previous
        Distribution Dates. Amounts otherwise payable as Uncertificated Accrued Interest
        in respect of REMIC I Regular Interest ZZ shall be reduced by the REMIC I
        Regular Interest ZZ Maximum Interest Deferral Amount and such amount will
        be
        payable to the Holders of REMIC I Regular Interest REMIC I Regular Interest
        A-1-A, REMIC I Regular Interest A-1-B, REMIC I Regular Interest A-1-C, REMIC
        I
        Regular Interest A-2-A, REMIC I Regular Interest A-2-B, REMIC I Regular Interest
        A-2-C, REMIC I Regular Interest A-2-D, REMIC I Regular Interest A-3, REMIC
        I
        Regular Interest A-4, REMIC I Regular Interest M-1, REMIC I Regular Interest
        M-2, REMIC I Regular Interest M-3, REMIC I Regular Interest M-4 and REMIC
        I
        Regular Interest M-5 in the same proportion as the Overcollateralization
        Increase Amount is allocated to the Corresponding Interests and the
        Uncertificated Principal Balance of REMIC I Regular Interest ZZ shall be
        increased by such amount;

       

      (ii)  to
        the
        Holders of REMIC I Regular Interests, in an amount equal to the remainder
        of the
        Available Distribution Amount for such Distribution Date after the distributions
        made pursuant to clause (i) above, allocated as follows:

       

      (A) 98.00%
        of
        such remainder to the Holders of REMIC I Regular Interest AA, until the
        Uncertificated Principal Balance of such REMIC I Regular Interest is reduced
        to
        zero;

       

      (B) 2.00%
        of
        such remainder first to the Holders of REMIC I Regular Interest A-1-A, REMIC
        I
        Regular Interest A-1-B, REMIC I Regular Interest A-1-C, REMIC I Regular Interest
        A-2-A, REMIC I Regular Interest A-2-B, REMIC I Regular Interest A-2-C, REMIC
        I
        Regular Interest A-2-D, REMIC I Regular Interest A-3, REMIC I Regular Interest
        A-4, REMIC I Regular Interest M-1, REMIC I Regular Interest M-2, REMIC I
        Regular
        Interest M-3, REMIC I Regular Interest M-4 and REMIC I Regular Interest M-5,
        1.00% of and in the same proportion as principal payments are allocated to
        the
        Corresponding Interests, until the Uncertificated Principal Balances of such
        REMIC I Regular Interests are reduced to zero and second to the Holders of
        REMIC
        I Regular Interest ZZ, until the Uncertificated Principal Balance of such
        REMIC
        I Regular Interest is reduced to zero; and

       

      (C) any
        remaining amount to the Holders of the Class R Certificate, in respect of
        Component R-1.

       

      (iii) On
        each
        Distribution Date, all amounts representing Prepayment Charges in respect
        of the
        Loans received during the related Prepayment Period will be distributed by
        REMIC
        I to the Holders of REMIC I Regular Interest P. The payment of the forgoing
        amounts shall not reduce the Uncertificated Principal Balance thereof. To
        the
        Holders of the REMIC I Regular Interest P, on the Distribution Date immediately
        following the expiration of the latest Prepayment Charge term as identified
        on
        the Loan Schedule or any Distribution Date thereafter until $100 has been
        distributed pursuant to this clause.

       

      (b)  On
        each
        Distribution Date, the following amounts, in the following order of priority
        to
        the extent of funds available therefor, shall be distributed by REMIC II
        to
        REMIC III on account of the REMIC II Regular Interests or withdrawn from
        the
        Distribution Account and distributed to the Holders of the Class R Certificates
        (in respect of Component R-2), as the case may be:

       

      (i) On
        each
        Distribution Date, Uncertificated Accrued Interest shall be distributed to
        each
        REMIC II Regular Interest, pro
        rata,
        in an
        amount equal to (A) the Uncertificated Accrued Interest for such Distribution
        Date, plus (B) any amounts in respect thereof remaining unpaid from previous
        Distribution Dates; 

       

      (ii) On
        each
        Distribution Date, principal shall be distributed to each REMIC II Regular
        Interest in the same amount and order as principal is distributed on each
        Corresponding Interest in REMIC III; and

       

      (iii) On
        each
        Distribution Date, REMIC II Regular Interest P, 100% of the amount paid in
        respect of REMIC I Regular Interest P.

       

      (c)  On
        each
        Distribution Date, the following amounts, in the following order of priority
        to
        the extent of funds available therefor, shall be distributed by REMIC III
        to
        REMIC IV on account of the REMIC III Regular Interests or withdrawn from
        the
        Distribution Account and distributed to the Holders of the Class R Certificates
        (in respect of Component R-3), as the case may be:

       

      (i) On
        each
        Distribution Date, Uncertificated Accrued Interest shall be distributed to
        each
        REMIC III Regular Interest, pro
        rata,
        in an
        amount equal to (A) the Uncertificated Accrued Interest for such Distribution
        Date, plus (B) any amounts in respect thereof remaining unpaid from previous
        Distribution Dates; 

       

      (ii) On
        each
        Distribution Date, principal shall be distributed to each REMIC III Regular
        Interest in the same amount and order as principal is distributed on each
        Corresponding Certificate; and

       

      (iii)  On
        each
        Distribution Date, REMIC III Regular Interest P, 100% of the amount paid
        in
        respect of REMIC II Regular Interest P;

       

      (d)  Notwithstanding
        the distributions described in this Section 4.06, distributions of funds
        shall
        be made to Certificateholders only in accordance with Section 4.01.

       


      


      ARTICLE
        V

       

      THE
        CERTIFICATES

       

      Section
        5.1  The
        Certificates. 

       

      (a)  Each
        of
        the Certificates shall be substantially in the forms annexed hereto as exhibits,
        and shall, on original issue, be executed and authenticated by the Securities
        Administrator and delivered by the Trustee to or upon the receipt of a written
        order to authenticate from the Depositor concurrently with the sale and
        assignment to the Trustee of the Trust Fund. The Certificates shall be issuable
        in Authorized Denominations.

       

      The
        Certificates shall be executed by manual or facsimile signature on behalf
        of the
        Trust Fund by a Responsible Officer of the Securities Administrator.
        Certificates bearing the manual or facsimile signatures of individuals who
        were,
        at the time such signatures were affixed, authorized to sign on behalf of
        the
        Securities Administrator shall bind the Trust Fund, notwithstanding that
        such
        individuals or any of them have ceased to be so authorized prior to the
        authentication and delivery of such Certificates or did not hold such offices
        at
        the date of such Certificate. No Certificate shall be entitled to any benefit
        under this Agreement or be valid for any purpose, unless such Certificate
        shall
        have been manually authenticated by the Securities Administrator substantially
        in the form provided for herein, and such authentication 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. Subject to Section 5.3, the Class A
        Certificates and Class M Certificates shall be Book-Entry Certificates. On
        the
        Closing Date, the Class CE, Class P and Class R Certificates shall not be
        Book-Entry Certificates but shall be issued in fully registered certificate
        form.

       

      (b)  Neither
        the Trustee nor the Securities Administrator shall have any liability to
        the
        Trust Fund and shall be indemnified by the Trust Fund for, any cost, liability
        or expense incurred by them arising from a registration of a Certificate
        or
        transfer, pledge sale or other disposition of a Certificate in reliance upon
        a
        certification, Officer’s Certificate, affidavit, ruling or Opinion of Counsel
        described in this Article V.

       

      Section
        5.2  Certificates
        Issuable in Classes; Distributions of Principal and Interest; Authorized
        Denominations.
        The
        aggregate principal amount of Certificates that may be authenticated and
        delivered under this Agreement is limited to the aggregate Principal Balance
        of
        the 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 5.3. Such aggregate principal amount shall
        be
        allocated among one or more Classes having designations, types of interests,
        initial per annum Pass-Through Rates, initial Certificate Principal Balances
        and
        Last Scheduled Distribution Dates as specified in the Preliminary Statement
        to
        this Agreement. The aggregate Percentage Interest of each Class of Certificates
        of which the Certificate 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
        5.3  Registration
        of Transfer and Exchange of Certificates.
        (a)The
        Securities Administrator shall cause to be kept at its Corporate Trust Office
        a
        Certificate Register in which, subject to such reasonable regulations as
        it may
        prescribe, the Securities Administrator shall provide for the registration
        of
        Certificates and of transfers and exchanges of Certificates as herein
        provided.

       

      Upon
        surrender for registration of transfer of any Certificate at the Corporate
        Trust
        Office of the Securities Administrator maintained for such purpose pursuant
        to
        the foregoing paragraph for certificate transfer and surrender purposes,
        and, in
        the case of the Class CE Certificates, the Class P Certificates or the Class
        R
        Certificates, upon satisfaction of the conditions set forth in Sections 5.3(d),
        (e) and (f) below, as applicable, the Securities Administrator on behalf
        of the
        Trust shall execute, authenticate and deliver, in the name of the designated
        transferee or transferees, one or more new Certificates of the same aggregate
        Percentage Interest.

       

      At
        the
        option of the Certificateholders, Certificates may be exchanged for other
        Certificates in Authorized Denominations and the same aggregate Percentage
        Interests, upon surrender of the Certificates to be exchanged at any such
        office
        or agency. Whenever any Certificates are so surrendered for exchange, the
        Securities Administrator shall execute, authenticate and deliver the
        Certificates which the Certificateholder making the exchange is entitled
        to
        receive. Every Certificate presented or surrendered for registration of transfer
        or exchange shall (if so required by the Trustee or the Securities
        Administrator) be duly endorsed by, or be accompanied by a written instrument
        of
        transfer satisfactory to the Trustee and the Securities Administrator duly
        executed by, the Holder thereof or his attorney duly authorized in
        writing.

       

      (b)  Except
        as
        provided herein, the Book-Entry Certificates shall at all times remain
        registered in the name of the Depository or its nominee and at all times:
        (i)
        registration of such Certificates may not be transferred by the Trustee or
        the
        Securities Administrator except to another Depository; (ii) the Depository
        shall
        maintain book-entry records with respect to the Certificate Owners and with
        respect to ownership and transfers of such Certificates; (iii) ownership
        and
        transfers of registration of such Certificates on the books of the Depository
        shall be governed by applicable rules established by the Depository; (iv)
        the
        Depository may collect its usual and customary fees, charges and expenses
        from
        its Depository Participants; (v) the Trustee and the Securities Administrator
        shall for all purposes deal with the Depository as representative of the
        Certificate Owners of the Certificates for purposes of exercising the rights
        of
        Holders under this Agreement, and requests and directions for and votes of
        such
        representative shall not be deemed to be inconsistent if they are made with
        respect to different Certificate Owners; (vi) the Trustee and the Securities
        Administrator may rely and shall be fully protected in relying upon information
        furnished by the Depository with respect to its Depository Participants and
        furnished by the Depository Participants with respect to indirect participating
        firms and Persons shown on the books of such indirect participating firms
        as
        direct or indirect Certificate Owners; and (vii) the direct participants
        of the
        Depository shall have no rights under this Agreement under or with respect
        to
        any of the Certificates held on their behalf by the Depository, and the
        Depository may be treated by the Trustee, the Securities Administrator and
        either the Trustee’s or the Securities Administrator’s agents, employees,
        officers and directors as the absolute owner of the Certificates for all
        purposes whatsoever.

       

      All
        transfers by Certificate Owners of Book-Entry Certificates shall be made
        in
        accordance with the procedures established by the Depository Participant
        or
        brokerage firm representing such Certificate Owners. Each Depository Participant
        shall only transfer Book-Entry Certificates of Certificate Owners that it
        represents or of brokerage firms for which it acts as agent in accordance
        with
        the Depository’s normal procedures. The parties hereto are hereby authorized to
        execute a Letter of Representations with the Depository or take such other
        action as may be necessary or desirable to register a Book-Entry Certificate
        to
        the Depository. In the event of any conflict between the terms of any such
        Letter of Representation and this Agreement, the terms of this Agreement
        shall
        control.

       

      (c)  If
        (i)(x)
        the Depository or the Depositor advises the Securities Administrator in writing
        that the Depository is no longer willing or able to discharge properly its
        responsibilities as Depository and (y) the Securities Administrator or the
        Depositor is unable to locate a qualified successor, (ii) the Depositor,
        at its
        sole option, with the consent of the Securities Administrator, elects to
        terminate the book-entry system through the Depository or (iii) after the
        occurrence of a Master Servicer Event of Default, the Certificate Owners
        of the
        Book-Entry Certificates representing Percentage Interests of such Classes
        aggregating not less than 66% advise the Securities Administrator and Depository
        through the Depository Participants in writing that the continuation of a
        book-entry system through the Depository is no longer in the best interests
        of
        the Certificate Owners, the Securities Administrator shall notify all Holders
        of
        Book-Entry Certificates of the occurrence of any such event and of the
        availability of definitive, fully registered Certificates (“Definitive
        Certificates”) to Certificate Owners requesting the same. Upon surrender to the
        Securities Administrator of the Book-Entry Certificates by the Depository,
        accompanied by registration instructions from the Depository for registration,
        the Securities Administrator shall, at the Depositor’s expense, in the case of
        (i) and (ii) above, or the Master Servicer’s expense, in the case of (iii)
        above, execute on behalf of the Trust and authenticate the Definitive
        Certificates. None of the Depositor, the Master Servicer, the Trustee or
        the
        Securities Administrator 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, the Trustee,
        the Securities Administrator, the Master Servicer and the Depositor shall
        recognize the Holders of the Definitive Certificates as Certificateholders
        hereunder.

       

      (d)  No
        Transfer of a Class CE Certificate, Class P Certificate or Class R Certificate
        shall be made unless such Transfer is made pursuant to an effective registration
        statement under the Securities Act of 1933, as amended (the “1933 Act”) and any
        applicable state securities laws or is exempt from the registration requirements
        under the 1933 Act and such state securities laws. In the event of any such
        transfer in reliance upon an exemption from the 1933 Act and such state
        securities laws, in order to assure compliance with the 1933 Act and such
        state
        securities laws, the Certificateholder desiring to effect such Transfer and
        such
        Certificateholder’s prospective Transferee shall each certify to the Trustee and
        the Securities Administrator in writing the facts surrounding the Transfer
        in
        substantially the forms set forth in Exhibit D (the “Transferor Certificate”)
        and (x) deliver a letter in substantially the form of either Exhibit E (the
        “Investment Letter”) or Exhibit F (the “Rule 144A Letter”) or (y) there shall be
        delivered to the Trustee, the Depositor and the Securities Administrator
        an
        Opinion of Counsel acceptable to and in form reasonably satisfactory to the
        Trustee, the Depositor and the Securities Administrator that such Transfer
        may
        be made pursuant to an exemption from the Securities Act, which Opinion of
        Counsel shall not be an expense of the Depositor, the Seller, the Master
        Servicer, the Securities Administrator or the Trustee. Each Holder of a Class
        CE
        Certificate, Class P Certificate or Class R Certificate desiring to effect
        such
        Transfer shall, and does hereby agree to, indemnify the Trustee, the Depositor,
        the Seller, the Securities Administrator and the Master Servicer against
        any
        liability that may result if the Transfer is not so exempt or is not made
        in
        accordance with such federal and state laws.

       

      (e)  No
        transfer of a Class CE Certificate, Class P Certificate or Class R Certificate
        or any interest therein shall be made to any Plan subject to ERISA or Section
        4975 of the Code (each, a “Plan”),
        any
        Person acting, directly or indirectly, on behalf of any such Plan or any
        Person
        acquiring such Certificates with “Plan Assets” of a Plan within the meaning of
        the Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101
        (“Plan
        Assets”),
        as
        certified by each such Transferee in the form of Exhibit G, unless the
        Securities Administrator is provided with an Opinion of Counsel for the benefit
        of the Depositor, the Master Servicer, the Trustee, the Securities Administrator
        and the Master Servicer and on which they may rely which establishes to the
        satisfaction of each of them that the purchase of such Certificates is
        permissible under applicable law, will not constitute or result in any
        prohibited transaction under ERISA or Section 4975 of the Code and will not
        subject the Depositor, the Master Servicer, the Trustee, the Securities
        Administrator, any Servicer or the Trust Fund to any obligation or liability
        (including obligations or liabilities under 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 Depositor, the Master Servicer, the Trustee,
        the
        Securities Administrator or the Trust Fund. Neither a certification nor an
        Opinion of Counsel will be required in connection with the initial transfer
        of
        any such Certificate by the Depositor to an affiliate of the Depositor (in
        which
        case, the Depositor or any affiliate thereof shall have deemed to have
        represented that such affiliate is not a Plan or a Person investing Plan
        Assets)
        and the Trustee and the Securities Administrator shall be entitled to
        conclusively rely upon a representation (which, upon the request of the Trustee
        or the Securities Administrator, shall be a written representation) from
        the
        Depositor of the status of such transferee as an affiliate of the
        Depositor.

       

      Each
        Transferee of a Class M Certificate will be deemed to have represented by
        virtue
        of its purchase or holding of such Certificate (or interest therein) that
        either
        (a) such Transferee is not a Plan or purchasing such Certificate with Plan
        Assets, (b) it has acquired and is holding such Certificate in reliance on
        Prohibited Transaction Exemption (“PTE”)
        94-84
        or FAN 97-03, as amended by PTE 97-34, 62 Fed. Reg. 39021 (July 21, 1997),
        PTE
        2000-58, 65 Fed. Reg. 67765 (November 13, 2000) and PTE 2002-41 67 Fed. Reg.
        54487 (August 22, 2002) (the “Exemption”),
        and
        that it understands that there are certain conditions to the availability
        of the
        Exemption including that such Certificate must be rated, at the time of
        purchase, not lower than "BBB-" (or its equivalent) by a Rating Agency or
        (c)
        the following conditions are satisfied: (i) such Transferee is an insurance
        company, (ii) the source of funds used to purchase or hold such Certificate
        (or
        interest therein) is an “insurance company general account” (as defined in U.S.
        Department of Labor Prohibited Transaction Class Exemption (“PTCE”)
        95-60,
        and (iii) the conditions set forth in Sections I and III of PTCE 95-60 have
        been
        satisfied. 

       

      If
        any
        Class M, Class CE, Class P or Class R Certificate or any interest therein
        is
        acquired or held in violation of the provisions of this Section 5.3(e), the
        next
        preceding permitted beneficial owner will be treated as the beneficial owner
        of
        that Certificate retroactive to the date of transfer to the purported beneficial
        owner. Any purported beneficial owner whose acquisition or holding of any
        such
        Certificate or interest therein was effected in violation of the provisions
        of
        the two preceding paragraphs shall indemnify and hold harmless the Depositor,
        the Master Servicer, the Trustee, the Securities Administrator and the Trust
        from and against any and all liabilities, claims, costs or expenses incurred
        by
        those parties as a result of that acquisition or holding.

       

      (f)  Each
        Transferee of a Class R Certificate shall be deemed by the acceptance or
        acquisition of the related Ownership Interest to have agreed to be bound
        by the
        following provisions and to have irrevocably appointed the Depositor or its
        designee as its attorney-in-fact to negotiate the terms of any mandatory
        sale
        under clause (v) below and to execute all instruments of transfer and to
        do all
        other things necessary in connection with any such sale, and the rights of
        each
        Transferee of a Class R Certificate are expressly subject to the following
        provisions:

       

      (i)  Each
        such
        Transferee shall be a Permitted Transferee and shall promptly notify the
        Securities Administrator of any change or impending change in its status
        as a
        Permitted Transferee.

       

      (ii)  No
        Person
        shall acquire an Ownership Interest in a Class R Certificate unless such
        Ownership Interest is a pro
        rata
        undivided interest.

       

      (iii)  In
        connection with any proposed transfer of any Ownership Interest in a Class
        R
        Certificate, the Securities Administrator shall as a condition to registration
        of the transfer, require delivery to it, in form and substance satisfactory
        to
        it, of each of the following:

       

      (A) an
        affidavit in the form of Exhibit C hereto from the proposed Transferee to
        the
        effect that such Transferee is a Permitted Transferee and that it is not
        acquiring its Ownership Interest in the Class R Certificate that is the subject
        of the proposed transfer as a nominee, trustee or agent for any Person who
        is
        not a Permitted Transferee; and

       

      (B) a
        covenant of the proposed Transferee to the effect that the proposed Transferee
        agrees to be bound by and to abide by the transfer restrictions applicable
        to
        the Class R Certificates.

       

      (iv)  Any
        attempted or purported transfer of any Ownership Interest in a Class R
        Certificate in violation of the provisions of this Section shall be absolutely
        null and void and shall vest no rights in the purported Transferee. If any
        purported Transferee shall, in violation of the provisions of this Section,
        become a Holder of a Class R Certificate, then the prior Holder of such Class
        R
        Certificate that is a Permitted Transferee shall, upon discovery that the
        registration of transfer of such Class R Certificate was not in fact permitted
        by this Section, be restored to all rights as Holder thereof retroactive
        to the
        date of registration of transfer of such Class R Certificate. The Securities
        Administrator shall be under no liability to any Person for any registration
        of
        transfer of a Class R Certificate that is in fact not permitted by this Section
        or for making any distributions due on such Class R Certificate to the Holder
        thereof or taking any other action with respect to such Holder under the
        provisions of this Agreement so long as the Securities Administrator received
        the documents specified in clause (iii). The Securities Administrator shall
        be
        entitled to recover from any Holder of a Class R Certificate that was in
        fact
        not a Permitted Transferee at the time such distributions were made all
        distributions made on such Class R Certificate. Any such distributions so
        recovered by the Securities Administrator shall be distributed and delivered
        by
        the Securities Administrator to the prior Holder of such Class R Certificate
        that is a Permitted Transferee.

       

      (v)  If
        any
        Person other than a Permitted Transferee acquires any Ownership Interest
        in a
        Class R Certificate in violation of the restrictions in this Section, then
        the
        Securities Administrator shall have the right but not the obligation, without
        notice to the Holder of such Class R Certificate or any other Person having
        an
        Ownership Interest therein, to notify the Depositor to arrange for the sale
        of
        such Class R Certificate. The proceeds of such sale, net of commissions (which
        may include commissions payable to the Depositor or its affiliates in connection
        with such sale), expenses and taxes due, if any, will be remitted by the
        Securities Administrator to the previous Holder of such Class R Certificate
        that
        is a Permitted Transferee, except that in the event that the Securities
        Administrator determines that the Holder of such Class R Certificate may
        be
        liable for any amount due under this Section or any other provisions of this
        Agreement, the Securities Administrator may withhold a corresponding amount
        from
        such remittance as security for such claim. The terms and conditions of any
        sale
        under this clause (v) shall be determined in the sole discretion of the
        Securities Administrator and it shall not be liable to any Person having
        an
        Ownership Interest in a Class R Certificate as a result of its exercise of
        such
        discretion.

       

      (vi)  If
        any
        Person other than a Permitted Transferee acquires any Ownership Interest
        in a
        Class R Certificate in violation of the restrictions in this Section, then
        the
        Securities Administrator upon receipt of reasonable compensation will provide
        to
        the Internal Revenue Service, and to the persons specified in Sections
        860E(e)(3) and (6) of the Code, information needed to compute the tax imposed
        under Section 860E(e)(5) of the Code on transfers of Class R interests to
        Disqualified Organizations.

       

      The
        foregoing provisions of this Section shall cease to apply to transfers occurring
        on or after the date on which there shall have been delivered to the Securities
        Administrator, in form and substance satisfactory to the Securities
        Administrator, (i) written notification from each Rating Agency that the
        removal
        of the restrictions on transfer set forth in this Section will not cause
        such
        Rating Agency to downgrade its rating of the Certificates and (ii) an Opinion
        of
        Counsel to the effect that such removal will not cause any REMIC created
        hereunder to fail to qualify as a REMIC. The Holder of the Class R Certificate
        issued hereunder, while not a Disqualified Organization, is the Tax Matters
        Person.

       

      (g)  No
        service charge shall be made for any registration of transfer or exchange
        of
        Certificates of any Class, but the Securities Administrator may require payment
        of a sum sufficient to cover any tax or governmental charge that may be imposed
        in connection with any transfer or exchange of Certificates.

       

      All
        Certificates surrendered for registration of transfer or exchange shall be
        canceled by the Securities Administrator and disposed of pursuant to its
        standard procedures.

       

      Section
        5.4  Mutilated,
        Destroyed, Lost or Stolen Certificates.

       

      If
        (i)
        any mutilated Certificate is surrendered to the Trustee or the Securities
        Administrator, or (ii) the Trustee or the Securities Administrator receives
        evidence to their satisfaction of the destruction, loss or theft of any
        Certificate, and there is delivered to the Trustee and the Securities
        Administrator such security or indemnity as may be required by them to save
        each
        of them harmless, then, in the absence of notice to the Securities Administrator
        that such Certificate has been acquired by a protected purchaser, the Securities
        Administrator shall execute, authenticate and deliver, in exchange for or
        in
        lieu of any such mutilated, destroyed, lost or stolen Certificate, a new
        Certificate of like Percentage Interest. Upon the issuance of any new
        Certificate under this Section 5.4, the Trustee or the Securities Administrator
        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 connected therewith. Any replacement Certificate issued pursuant
        to
        this Section 5.4 shall constitute complete and indefeasible evidence of
        ownership in the Trust Fund, as if originally issued, whether or not the
        lost or
        stolen Certificate shall be found at any time.

       

      Section
        5.5  Persons
        Deemed Owners.

       

      The
        Depositor, the Securities Administrator, the Master Servicer, the Trustee,
        the
        Certificate Insurer 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 4.1 and for all other
        purposes whatsoever, and none of the Depositor, the Securities Administrator,
        the Master Servicer, the Trustee, the Certificate Insurer or any agent of
        the
        Depositor, the Securities Administrator, the Master Servicer, the Trustee
        or the
        Certificate Insurer shall be affected by notice to the contrary.

       


      


      ARTICLE
        VI

       

      THE
        DEPOSITOR, MASTER SERVICER AND THE CREDIT RISK MANAGER

       

      Section
        6.1  Liability
        of the Depositor and the Master Servicer. 

       

      The
        Depositor and the Master Servicer each shall be liable in accordance herewith
        only to the extent of the obligations specifically imposed by this Agreement
        upon them in their respective capacities as Depositor and Master Servicer
        and
        undertaken hereunder by the Depositor and the Master Servicer
        herein.

       

      Section
        6.2  Merger
        or Consolidation of the Depositor or the Master Servicer. 

       

      Subject
        to the following paragraph, the Depositor shall keep in full effect its
        existence, rights and franchises as a corporation under the laws of the
        jurisdiction of its incorporation. Subject to the following paragraph, the
        Master Servicer shall keep in full effect its existence, rights and franchises
        as a corporation under the laws of the jurisdiction of its formation. The
        Depositor and the Master Servicer each shall obtain and preserve its
        qualification to do business as a foreign corporation in each jurisdiction
        in
        which such qualification is or shall be necessary to protect the validity
        and
        enforceability of this Agreement, the Certificates or any of the Loans and
        to
        perform its respective duties under this Agreement.

       

      The
        Depositor or the Master Servicer may be merged or consolidated with or into
        any
        Person, or transfer all or substantially all of its assets to any Person,
        in
        which case any Person resulting from any merger or consolidation to which
        the
        Depositor or the Master Servicer shall be a party, or any Person succeeding
        to
        the business of the Depositor or the Master Servicer, shall be the successor
        of
        the Depositor or the Master Servicer, as the case may be, 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; provided,
        that
        the Rating Agencies’ ratings of the Certificates in effect immediately prior to
        such merger or consolidation will not be qualified, reduced or withdrawn
        as a
        result thereof (as evidenced by a letter to such effect from the Rating
        Agencies).

       

      Section
        6.3  Limitation
        on Liability of the Depositor, the Master Servicer, the Servicers, the
        Securities Administrator and Others. 

       

      None
        of
        the Depositor, the Master Servicer, the Securities Administrator, the Servicers
        or any of the directors, officers, employees or agents of the Depositor,
        the
        Master Servicer, the Securities Administrator or the Servicers shall be under
        any liability to the Trust Fund or the Certificateholders for any action
        taken
        or for refraining from the taking of any action in good faith pursuant to
        this
        Agreement or the Servicing Agreements, or for errors in judgment; provided,
        however, that this provision shall not protect the Depositor, the Master
        Servicer, the Securities Administrator, the Servicers or any such person
        against
        any breach of warranties, representations or covenants made herein or in
        the
        Servicing Agreements, or against any specific liability imposed on the Master
        Servicer, the Securities Administrator or the Servicers pursuant hereto or
        pursuant to the Servicing Agreements, or 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
        obligations and duties hereunder or under the Servicing Agreements. The
        Depositor, the Master Servicer, the Securities Administrator, the Servicers
        and
        any director, officer, employee or agent of the Depositor, the Master Servicer,
        the Securities Administrator or the Servicers may rely in good faith on any
        document of any kind which, prima
        facie,
        is
        properly executed and submitted by any Person respecting any matters arising
        hereunder or under the Servicing Agreements. The Depositor, the Master Servicer,
        the Servicers, the Securities Administrator, the Custodian and any director,
        officer, employee or agent of the Depositor, the Master Servicer, the Servicers,
        the Custodians or the Securities Administrator shall be indemnified and held
        harmless by the Trust Fund against any loss, liability or expense incurred
        in
        connection with any legal action relating to this Agreement, the Certificates
        or
        any Servicing Agreement, or any loss, liability or expense incurred by any
        of
        such Persons other than by reason of such Person’s willful misfeasance, bad
        faith or gross negligence in the performance of its duties hereunder or by
        reason of reckless disregard of its obligations and duties hereunder. None
        of
        the Depositor, the Master Servicer, the Securities Administrator, any Custodian
        or any Servicer shall be under any obligation to appear in, prosecute or
        defend
        any legal action unless such action is related to its respective duties under
        this Agreement, the Custodial Agreement or the applicable Servicing Agreement
        and, in its opinion, does not involve it in any expense or liability; provided,
        however, that each of the Depositor, the Master Servicer, the Custodians
        and the
        Securities Administrator may in its discretion undertake any such action
        which
        it may deem necessary or desirable with respect to this Agreement and 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 (except any loss, liability or expense 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) shall be expenses, costs and liabilities of the Trust Fund, and
        the
        Depositor, the Master Servicer, the Custodians, the Servicers and the Securities
        Administrator shall be entitled to be reimbursed therefor from the Distribution
        Account as and to the extent provided in Article III, any such right of
        reimbursement being prior to the rights of the Certificateholders and the
        Certificate Insurer to receive any amount in the Distribution
        Account.

       

      Section
        6.4  Limitation
        on Resignation of the Master Servicer. 

       

      The
        Master Servicer shall not resign from the obligations and duties hereby imposed
        on it except upon determination that its duties hereunder are no longer
        permissible under applicable law. Any such determination pursuant to the
        preceding sentence permitting the resignation of the Master Servicer shall
        be
        evidenced by an Opinion of Counsel to such effect obtained at the expense
        of the
        Master Servicer and delivered to the Trustee, the Certificate Insurer and
        the
        Rating Agencies. No resignation of the Master Servicer shall become effective
        until the Trustee or a successor Master Servicer shall have assumed the Master
        Servicer’s responsibilities, duties, liabilities (other than those liabilities
        arising prior to the appointment of such successor) and obligations under
        this
        Agreement.

       

      Section
        6.5  Assignment
        of Master Servicing. 

       

      The
        Master Servicer may sell and assign its rights and delegate its duties and
        obligations in its entirety as Master Servicer under this Agreement; provided,
        however, that: (i) the purchaser or transferee accepting such assignment
        and
        delegation (a) shall be a Person which shall be qualified to service mortgage
        loans for Fannie Mae or Freddie Mac; (b) shall have a net worth of not less
        than
        $15,000,000 (unless otherwise approved by each Rating Agency pursuant to
        clause
        (ii) below); (c) shall be reasonably satisfactory to the Trustee (as evidenced
        in a writing signed by the Trustee); and (d) shall execute and deliver to
        the
        Trustee an agreement, in form and substance reasonably satisfactory to the
        Trustee, which contains an assumption by such Person of the due and punctual
        performance and observance of each covenant and condition to be performed
        or
        observed by it as master servicer under this Agreement, any custodial agreement
        from and after the effective date of such agreement; (ii) each Rating Agency
        shall be given prior written notice of the identity of the proposed successor
        to
        the Master Servicer and each Rating Agency’s rating of the Certificates in
        effect immediately prior to such assignment, sale and delegation will not
        be
        downgraded, qualified or withdrawn as a result of such assignment, sale and
        delegation, as evidenced by a letter to such effect delivered to the Master
        Servicer and the Trustee; and (iii) the Master Servicer assigning and selling
        the master servicing shall deliver to the Trustee an officer’s certificate and
        an Opinion of Independent counsel, each stating that all conditions precedent
        to
        such action under this Agreement have been completed and such action is
        permitted by and complies with the terms of this Agreement. No such assignment
        or delegation shall affect any liability of the Master Servicer arising prior
        to
        the effective date thereof.

       

      Section
        6.6  Rights
        of the Depositor in Respect of the Master Servicer. 

       

      The
        Master Servicer shall afford the Depositor and the Trustee, upon reasonable
        notice, during normal business hours, access to all records maintained by
        the
        Master Servicer in respect of the Master Servicer’s rights and obligations
        hereunder and access to officers of the Master Servicer responsible for such
        obligations. Upon request, the Master Servicer shall furnish to the Depositor
        and the Trustee the most recent financial statements of its parent and such
        other information relating to the Master Servicer’s capacity to perform its
        obligations under this Agreement as it possesses. To the extent the Depositor
        and the Trustee are informed that such information is not otherwise available
        to
        the public, the Depositor and the Trustee shall not disseminate any information
        obtained pursuant to the preceding two sentences without the Master Servicer’s
        written consent, except as required pursuant to this Agreement or to the
        extent
        that it is appropriate to do so (i) in working with legal counsel, auditors,
        taxing authorities or other governmental agencies or (ii) pursuant to any
        law,
        rule, regulation, order, judgment, writ, injunction or decree of any court
        or
        governmental authority having jurisdiction over the Depositor, the Trustee
        or
        the Trust Fund, and in any case, the Depositor or the Trustee, as the case
        may
        be, shall use its best efforts to assure the confidentiality of any such
        disseminated non-public information. The Depositor may, but is not obligated
        to,
        enforce the obligations of the Master Servicer under this Agreement and may,
        but
        is not obligated to, perform, or cause a designee to perform, any defaulted
        obligation of the Master Servicer under this Agreement or exercise the rights
        of
        the Master Servicer under this Agreement; provided that the Master Servicer
        shall not be relieved of any of its obligations under this Agreement by virtue
        of such performance by the Depositor or its designee. The Depositor shall
        not
        have any responsibility or liability for any action or failure to act by
        the
        Master Servicer and is not obligated to supervise the performance of the
        Master
        Servicer under this Agreement or otherwise.

       

      Section
        6.7  Duties
        of the Credit Risk Manager. 

       

      For
        and
        on behalf of the Depositor, pursuant to the Credit Risk Management Agreements
        the Credit Risk Manager will provide reports and recommendations concerning
        certain delinquent and defaulted Loans, and as to the collection of any
        Prepayment Charges with respect to the Loans. Such reports and recommendations
        will be based upon information provided to the Credit Risk Manager pursuant
        to
        the related Credit Risk Management Agreement, and the Credit Risk Manager
        shall
        look solely to the related Servicer and/or Master Servicer for all information
        and data (including loss and delinquency information and data) relating to
        the
        servicing of the related Loans. Upon any termination of the Credit Risk Manager
        or the appointment of a successor Credit Risk Manager, the Depositor shall
        give
        written notice thereof to the Servicers, the Master Servicer, the Trustee
        , the
        Certificate Insurer and each Rating Agency. Notwithstanding the foregoing,
        the
        termination of the Credit Risk Manager pursuant to this Section shall not
        become
        effective until the appointment of a successor Credit Risk Manager.

       

      Section
        6.8  Limitation
        Upon Liability of the Credit Risk Manager. 

       

      Neither
        the Credit Risk Manager, nor any of its directors, officers, employees, or
        agents shall be under any liability to the Trustee, the Certificateholders,
        the
        Certificate Insurer or the Depositor for any action taken or for refraining
        from
        the taking of any action made in good faith pursuant to this Agreement, in
        reliance upon information provided by a Servicer under a Credit Risk Management
        Agreement, or for errors in judgment; provided, however, that this provision
        shall not protect the Credit Risk Manager or any such person against liability
        that would otherwise be imposed by reason of willful malfeasance or bad faith
        in
        its performance of its duties. The Credit Risk Manager and any director,
        officer, employee, or agent of the Credit Risk Manager may rely in good faith
        on
        any document of any kind prima facie properly executed and submitted by any
        Person respecting any matters arising hereunder, and may rely in good faith
        upon
        the accuracy of information furnished by a Servicer pursuant to a Credit
        Risk
        Management Agreement in the performance of its duties thereunder and
        hereunder.

       

      Section
        6.9  Removal
        of the Credit Risk Manager. 

       

      The
        Credit Risk Manager may be removed as Credit Risk Manager by Certificateholders
        evidencing, in aggregate, not less than 66 2/3% of the aggregate Percentage
        Interests of all Classes of Certificates, in the exercise of its or their
        sole
        discretion. The Certificateholders shall provide written notice of the Credit
        Risk Manager’s removal to the Trustee. Upon receipt of such notice, the Trustee
        shall provide written notice to the Credit Risk Manager of its removal, which
        shall be effective upon receipt of such notice by the Credit Risk
        Manager.

       

      Section
        6.10  Transfer
        of Servicing by the Seller of Certain Loans Serviced by GMAC; Special
        Servicer.

       

      (a) The
        Seller may, at its option, transfer the servicing responsibilities of GMAC
        as a
        Servicer with respect to the Loans serviced pursuant to the GMAC 2005 Servicing
        Agreement at any time without cause. No such transfer shall become effective
        unless and until a successor to GMAC shall have been appointed to service
        and
        administer the related Loans pursuant to the terms and conditions of the
        GMAC
        2005 Servicing Agreement or a servicing agreement that is reasonably acceptable
        to the Seller, the Master Servicer and the Rating Agencies. No appointment
        shall
        be effective unless (i) such successor to GMAC meets the eligibility criteria
        set forth in this Section 6.10, (ii) the Master Servicer shall have consented
        to
        such appointment, (iii) the Rating Agencies have confirmed in writing that
        such
        appointment will not result in a downgrade, qualification or withdrawal of
        the
        then current ratings assigned to the Certificates and (iv) all amounts
        reimbursable to GMAC under the GMAC 2005 Servicing Agreement shall have been
        paid to GMAC, and all servicing transfer costs incurred by the Master Servicer
        shall have been paid to it, by the successor appointed pursuant to the terms
        of
        this Section 6.10 or by the Seller including without limitation, all
        unreimbursed Monthly Advances and Servicing Advances made by GMAC and all
        out-of-pocket expenses of GMAC incurred in connection with the transfer of
        servicing to such successor. The Seller shall provide a copy of the written
        confirmation of the Rating Agencies and the servicing agreement executed
        by such
        successor to the Trustee, the Securities Administrator and the Master Servicer.
        In connection with such appointment and assumption described herein, the
        Seller
        may make such arrangements for the compensation of such successor out of
        payments on Loans as it and such successor shall agree; provided, however,
        that
        no such compensation shall be in excess of that permitted GMAC under the
        GMAC
        2005 Servicing Agreement. The Seller shall take such action, consistent with
        this Agreement, as shall be necessary to effectuate any such
        succession.

       

      Notwithstanding
        the foregoing, any successor to GMAC appointed under this Agreement with
        respect
        to the Loans serviced pursuant to the GMAC 2005 Servicing Agreement must
        (i) be
        an established mortgage loan servicing institution that is a Fannie Mae and
        Freddie Mac approved seller/servicer, (ii) be approved by each Rating Agency
        by
        a written confirmation from each Rating Agency that the appointment of such
        successor Servicer would not result in the reduction or withdrawal of the
        then
        current ratings of any outstanding Class of Certificates, (iii) have a net
        worth
        of not less than $25,000,000 and (iv) assume all the responsibilities, duties
        or
        liabilities of GMAC (other than liabilities of GMAC incurred prior to the
        transfer of servicing from GMAC) under the GMAC 2005 Servicing Agreement
        in
        connection with the servicing and administration of the related Loans or
        a
        servicing agreement that is reasonably acceptable to the Seller, the Master
        Servicer and the Rating Agencies.

       

      (b) In
        addition, if any Loan serviced by GMAC becomes ninety (90) days or more
        delinquent, the Seller shall have the option to transfer servicing with respect
        to such delinquent Loan to a Special Servicer. Immediately upon the transfer
        of
        servicing to the Special Servicer with respect to any Loan, the Special Servicer
        shall service such Loan in accordance with the GMAC 2005 Servicing Agreement
        and
        a Special Servicer Agreement. Upon the exercise of such option and with respect
        to Loans that currently or subsequently become ninety (90) days or more
        delinquent, servicing on such Loans will transfer to the Special Servicer,
        upon
        prior written notice to the Master Servicer and the Certificate Insurer,
        without
        any further action by the Seller. Any Special Servicer Agreement shall be
        acceptable to the Master Servicer, the Trustee and the Rating Agencies and
        will
        not modify any material terms of the GMAC 2005 Servicing Agreement, including
        but not limited to, increasing the Servicing Fee which was payable to GMAC
        with
        respect to such Loan. Notwithstanding anything to the contrary contained
        herein,
        upon the transfer of servicing with respect to any such Loan to the Special
        Servicer, GMAC (or any successor thereto other than the Special Servicer)
        shall
        have no further rights, obligations or liabilities with respect to such Loan.
        If
        any Mortgage Loan is serviced by the Special Servicer and subsequently becomes
        less than ninety (90) days delinquent, such Mortgage Loan shall be serviced
        by
        the Special Servicer in accordance with the GMAC 2005 Servicing Agreement
        exclusively, without regard to any Special Servicer Agreement. Upon the
        appointment of the Special Servicer all provisions of the GMAC 2005 Servicing
        Agreement shall be binding on and enforceable against the Special Servicer
        as if
        such Special Servicer was an original signatory and party to the GMAC 2005
        Servicing Agreement. Any costs and expenses of the Master Servicer in connection
        with the negotiation, execution and delivery of any Special Servicer Agreement
        and the transfer of servicing to a Special Servicer shall be an expense of
        the
        Seller. In the event that a Special Servicer is appointed under this Agreement,
        the Master Servicer and the Securities Administrator shall be entitled with
        respect to such Special Servicer and its related Special Servicer Agreement,
        to
        all the benefits, rights, indemnities and limitations on liability accorded
        to
        them under this Agreement and the related Servicing Agreement in respect
        of
        GMAC.

       


      


      ARTICLE
        VII

       

      DEFAULT

       

      Section
        7.1  Master
        Servicer Events of Default. 

       

      (a)  “Master
        Servicer Event of Default,” wherever used herein, means any one of the following
        events:

       

      (i)  [Reserved];

       

      (ii)  any
        failure on the part of the Master Servicer duly to observe or perform in
        any
        material respect any other of the covenants or agreements on the part of
        the
        Master Servicer contained in this Agreement, or the breach by the Master
        Servicer of any representation and warranty contained in Section 2.5, which
        continues unremedied for a period of 30 days after the date on which written
        notice of such failure, or as otherwise set forth in this Agreement, requiring
        the same to be remedied, shall have been given to the Master Servicer by
        the
        Depositor or the Trustee or to the Master Servicer, the Depositor and the
        Trustee by the Holders of Certificates evidencing, in aggregate, not less
        than
        25% of the Voting Rights; or

       

      (iii)  a
        decree
        or order of a court or agency or supervisory authority having jurisdiction
        in
        the premises in an involuntary case under any present or future federal or
        state
        bankruptcy, insolvency or similar law or the appointment of a conservator
        or
        receiver or liquidator in any insolvency, readjustment of debt, marshalling
        of
        assets and liabilities or similar proceeding, or for the winding-up or
        liquidation of its affairs, shall have been entered against the Master Servicer
        and such decree or order shall have remained in force undischarged or unstayed
        for a period of 90 days; or

       

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

       

      (v)  the
        Master 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
        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 Master Servicer to make any Advance on any Distribution Account
        Deposit Date required to be made from its own funds pursuant to Section 4.4
        which continues unremedied until 3:00 p.m. New York time on the Business
        Day
        immediately following the Distribution Account Deposit Date; or

       

      (vii)  failure
        by the Master Servicer to duly perform, within the required time period,
        its
        obligations under Section 3.16, 3.17 or 3.18 of this Agreement.

       

      If
        a
        Master Servicer Event of Default described in clauses (ii) through (v) of
        this
        Section shall occur, then, and in each and every such case, so long as such
        Master Servicer Event of Default shall not have been remedied, the Depositor
        or
        the Trustee may, and at the written direction of the Holders of Certificates
        evidencing, in aggregate, not less than 51% of the aggregate Certificate
        Principal Balance of the Certificates, the Trustee shall, by notice in writing
        to the Master Servicer (and to the Depositor if given by the Trustee or to
        the
        Trustee if given by the Depositor) with a copy to each Rating Agency, terminate
        all of the rights and obligations of the Master Servicer (and the Securities
        Administrator if the Master Servicer and the Securities Administrator are
        the
        same entity) in its capacity as Master Servicer (and in its capacity as
        Securities Administrator if the Master Servicer and the Securities Administrator
        are the same entity) under this Agreement, to the extent permitted by law,
        and
        in and to the Loans and the proceeds thereof. Except as otherwise provided
        in
        Section 7.4, if a Master Servicer Event of Default described in clause (vi)
        hereof shall occur, the Trustee shall, by notice in writing to the Master
        Servicer and the Depositor, terminate all of the rights and obligations of
        the
        Master Servicer (and the Securities Administrator if the Master Servicer
        and the
        Securities Administrator are the same entity) in its capacity as Master Servicer
        under this Agreement (and in its capacity as Securities Administrator if
        the
        Master Servicer and the Securities Administrator are the same entity) and
        in and
        to the Loans and the proceeds thereof. On or after the receipt by the Master
        Servicer of such written notice, all authority and power of the Master Servicer
        (and, if applicable, the Securities Administrator) under this Agreement,
        whether
        with respect to the Certificates (other than as a Holder of any Certificate)
        or
        the Loans or otherwise, shall pass to and be vested in the Trustee pursuant
        to
        and under this Section, and, without limitation, the Trustee is hereby
        authorized and empowered, as attorney


       

      Section
        7.2  Trustee
        to Act; Appointment of Successor. 

       

      On
        and
        after the time the Master Servicer receives a notice of termination, the
        Trustee
        shall be the successor in all respects to the Master Servicer (and, if
        applicable, the Securities Administrator) in its capacity as Master Servicer
        (and, if applicable, the Securities Administrator) under this Agreement and
        the
        transactions set forth or provided for herein, and all the responsibilities,
        duties and liabilities relating thereto and arising thereafter shall be assumed
        by the Trustee (except for any representations or warranties of the Master
        Servicer under this Agreement, the responsibilities, duties and liabilities
        contained in Section 2.3 and the obligation to deposit amounts in respect
        of
        losses pursuant to Section 3.23(c)) by the terms and provisions hereof
        including, without limitation, the Master Servicer’s obligations to make
        Advances no later than each Distribution Date pursuant to Section 4.4; provided,
        however, that if the Trustee is prohibited by law or regulation from obligating
        itself to make advances regarding delinquent mortgage loans, then the Trustee
        shall not be obligated to make Advances pursuant to Section 4.4; and provided
        further, that any failure to perform such duties or responsibilities caused
        by
        the Master Servicer’s failure to provide information required by Section 7.1
        shall not be considered a default by the Trustee as successor to the Master
        Servicer hereunder and neither the Trustee nor any other successor master
        servicer shall be liable for any acts or omissions of the terminated servicer.
        As compensation therefor, the Trustee shall be entitled to the Master Servicing
        Fee and all funds relating to the Loans, investment earnings on the Distribution
        Account and all other remuneration to which the Master Servicer would have
        been
        entitled if it had continued to act hereunder. Notwithstanding the above
        and
        subject to the immediately following paragraph, the Trustee may, if it shall
        be
        unwilling to so act, or shall, if it is unable to so act or if it is prohibited
        by law from making advances regarding delinquent mortgage loans or if the
        Holders of Certificates evidencing, in aggregate, not less than 51% of the
        Certificate Principal Balance of the Certificates so request in writing promptly
        appoint or petition a court of competent jurisdiction to appoint, an established
        mortgage loan servicing institution acceptable to each Rating Agency and
        having
        a net worth of not less than $15,000,000, as the successor to the Master
        Servicer under this Agreement in the assumption of all or any part of the
        responsibilities, duties or liabilities of the Master Servicer under this
        Agreement.

       

      No
        appointment of a successor to the Master Servicer (and, if applicable, the
        Securities Administrator) under this Agreement shall be effective until the
        assumption by the successor of all of the Master Servicer’s (and, if applicable,
        the Securities Administrator’s) responsibilities, duties and liabilities
        hereunder. In connection with such appointment and assumption described herein,
        the Trustee may make such arrangements for the compensation of such successor
        out of payments on Loans as it and such successor shall agree; provided,
        however,
        that no
        such compensation shall be in excess of that permitted the Master Servicer
        (and,
        if applicable, the Securities Administrator) as such hereunder. The Depositor,
        the Trustee and such successor shall take such action, consistent with this
        Agreement, as shall be necessary to effectuate any such succession. Pending
        appointment of a successor to the Master Servicer (and, if applicable, the
        Securities Administrator) under this Agreement, the Trustee shall act in
        such
        capacity as hereinabove provided. The transition costs and expenses incurred
        by
        the Trustee in connection with the replacement of the Master Servicer (and,
        if
        applicable, the Securities Administrator) shall be reimbursed out of the
        Trust.

       

      Section
        7.3  Notification
        to Certificateholders. 

       

      (a)  Upon
        any
        termination of the Master Servicer pursuant to Section 7.1 above or any
        appointment of a successor to the Master Servicer pursuant to Section 7.2
        above,
        the Trustee shall give prompt written notice thereof to the Certificate Insurer
        and the Certificateholders at their respective addresses appearing in the
        Certificate Register.

       

      (b)  Not
        later
        than the later of 60 days after the occurrence of any event, which constitutes
        or which, with notice or lapse of time or both, would constitute a Master
        Servicer Event of Default or five days after a Responsible Officer of the
        Trustee becomes aware of the occurrence of such an event, the Trustee shall
        transmit by mail to the Certificate Insurer and all Holders of Certificates
        notice of each such occurrence, unless such default or Master Servicer Event
        of
        Default shall have been cured or waived.

       

      Section
        7.4  Waiver
        of Master Servicer Events of Default. 

       

      The
        Holders evidencing, in aggregate, not less than 66 2/3% of the aggregate
        Percentage Interests of all Classes of Certificates affected by any default
        or
        Master Servicer Event of Default hereunder may waive such default or Master
        Servicer Event of Default; provided,
        however,
        that a
        default or Master Servicer Event of Default under clause (vi) of Section
        7.1 may
        be waived only by all of the Holders of the Regular Interest Certificates.
        Upon
        any such waiver of a default or Master Servicer Event of Default, such default
        or Master Servicer Event of Default shall cease to exist and shall be deemed
        to
        have been remedied for every purpose hereunder. No such waiver shall extend
        to
        any subsequent or other default or Master Servicer Event of Default or impair
        any right consequent thereon except to the extent expressly so waived.


       

       

       

      ARTICLE
        VIII

       

      CONCERNING
        THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

       

      Section
        8.1  Duties
        of Trustee and Securities Administrator. 

       

      The
        Trustee, prior to the occurrence of a Master Servicer Event of Default and
        after
        the curing or waiver of all Master Servicer Events of Default which may have
        occurred, and the Securities Administrator each undertake to perform such
        duties
        and only such duties as are specifically set forth in this Agreement as duties
        of the Trustee and the Securities Administrator, respectively. During the
        continuance of a Master Servicer Event of Default, the Trustee shall exercise
        such of the rights and powers vested in it by this Agreement, and use the
        same
        degree of care and skill in its exercise as a prudent person would exercise
        or
        use under the circumstances in the conduct of such person’s own affairs. Any
        permissive right of the Trustee enumerated in this Agreement shall not be
        construed as a duty.

       

      Each
        of
        the Trustee and the Securities Administrator, upon receipt of all resolutions,
        certificates, statements, opinions, reports, documents, orders or other
        instruments furnished to it, which are specifically required to be furnished
        pursuant to any provision of this Agreement, shall examine them to determine
        whether they conform on their face to the requirements of this Agreement.
        If any
        such instrument is found not to conform on its face to the requirements of
        this
        Agreement, the Trustee or the Securities Administrator, as the case may be,
        shall take such action as it deems appropriate to have the instrument corrected,
        and if the instrument is not corrected to its satisfaction, the Securities
        Administrator shall provide notice to the Trustee thereof and the Trustee
        shall
        provide notice to the Certificateholders and the Certificate
        Insurer.

       

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

       

      (i)  Prior
        to
        the occurrence of a Master Servicer Event of Default, and after the curing
        or
        waiver of all such Master Servicer Events of Default which may have occurred
        with respect to the Trustee and at all times with respect to the Securities
        Administrator, the duties and obligations of the Trustee and the Securities
        Administrator shall be determined solely by the express provisions of this
        Agreement, neither the Trustee nor the Securities Administrator 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 Securities Administrator and,
        in
        the absence of bad faith on the part of the Trustee or the Securities
        Administrator, respectively, the Trustee or the Securities Administrator,
        respectively, 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 the Trustee or the Securities Administrator, respectively, that
        conform to the requirements of this Agreement;

       

      (ii)  Neither
        the Trustee nor the Securities Administrator shall be liable for an error
        of
        judgment made in good faith by a Responsible Officer or Responsible Officers
        of
        the Trustee or an officer or officers of the Securities Administrator,
        respectively, unless it shall be proved that the Trustee or the Securities
        Administrator, respectively, was negligent in ascertaining the pertinent
        facts;
        and

       

      (iii)  Neither
        the Trustee nor the Securities Administrator shall be liable with respect
        to any
        action taken, suffered or omitted to be taken by it in good faith in accordance
        with the direction of the Holders of Certificates evidencing, in aggregate,
        not
        less than 25% (or such other percentage set forth in this Agreement) of the
        aggregate Certificate Principal Balance of the Certificates relating to the
        time, method and place of conducting any proceeding for any remedy available
        to
        the Trustee or the Securities Administrator or exercising any trust or power
        conferred upon the Trustee or the Securities Administrator under this
        Agreement.

       

      Section
        8.2  Certain
        Matters Affecting Trustee and Securities Administrator. 

       

      (a)  Except
        as
        otherwise provided in Section 8.1:

       

      (i)  Before
        taking any action pursuant to this Agreement, the Trustee and the Securities
        Administrator may request and rely upon and shall be protected in acting
        or
        refraining from acting upon any resolution, Officers’ Certificate, certificate
        of auditors or any other certificate, statement, instrument, opinion, report,
        notice, request, consent, order, appraisal, bond or other paper or document
        reasonably believed by it to be genuine and to have been signed or presented
        by
        the proper party or parties;

       

      (ii)  The
        Trustee and the Securities Administrator may consult with counsel of its
        selection and any advice of such counsel or 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
        advice or Opinion of Counsel;

       

      (iii)  Neither
        the Trustee nor the Securities Administrator shall be under any obligation
        to
        exercise any of the trusts or powers vested in it by this Agreement or to
        institute, conduct or defend any litigation hereunder or in relation hereto
        at
        the request, order or direction of any of the Certificateholders, pursuant
        to
        the provisions of this Agreement, unless such Certificateholders shall have
        offered to the Trustee or the Securities Administrator, as the case may be,
        reasonable security or indemnity satisfactory to it against the costs, expenses
        and liabilities which may be incurred therein or thereby; nothing contained
        herein shall, however, relieve the Trustee of the obligation, upon the
        occurrence of a Master Servicer Event of Default (which has not been cured
        or
        waived), to exercise such of the rights and powers vested in it by this
        Agreement, and to use the same degree of care and skill in their exercise
        as a
        prudent person would exercise or use under the circumstances in the conduct
        of
        such person’s own affairs;

       

      (iv)  Neither
        the Trustee nor the Securities Administrator shall be liable for any action
        taken, suffered or omitted by it in good faith and believed by it to be
        authorized or within the discretion or rights or powers conferred upon it
        by
        this Agreement;

       

      (v)  Prior
        to
        the occurrence of a Master Servicer Event of Default hereunder and after
        the
        curing or waiver of all Master Servicer Events of Default which may have
        occurred with respect to the Trustee and at all times with respect to the
        Securities Administrator, neither the Trustee nor the Securities Administrator
        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,
        in
        aggregate, not less than 25% of the Trust Fund; provided,
        however,
        that if
        the payment within a reasonable time to the Trustee or the Securities
        Administrator of the costs, expenses or liabilities likely to be incurred
        by it
        in the making of such investigation is, in the opinion of the Trustee or
        the
        Securities Administrator, as applicable, not reasonably assured to the Trustee
        or the Securities Administrator by such Certificateholders, the Trustee or
        the
        Securities Administrator, as applicable, may require reasonable indemnity
        satisfactory to it against such expense, or liability from such
        Certificateholders as a condition to taking any such action;

       

      (vi)  The
        Trustee may execute any of the trusts or powers hereunder or perform any
        duties
        hereunder either directly or by or through agents or attorneys and the Trustee
        shall not be responsible for any misconduct or negligence on the part of
        any
        agent or attorney appointed with due care by it hereunder;

       

      (vii)  The
        Securities Administrator shall not be liable for any loss resulting from
        the
        investment of funds held in the Distribution Account at the direction of
        the
        Master Servicer pursuant to Section 3.23(c);

       

      (viii)  Neither
        the Trustee nor the Securities Administrator shall be liable for any action
        taken, suffered, or omitted to be taken 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;

       

      (ix)  The
        Trustee shall not be deemed to have notice of any default or Master Servicer
        Event of Default unless a Responsible Officer of the Trustee has actual
        knowledge thereof or unless written notice of any event which is in fact
        such a
        default is received by the Trustee at the Corporate Trust Office of the Trustee,
        and such notice references the Certificates and this Agreement; and

       

      (x)  The
        rights, privileges, protections, immunities and benefits given to the Trustee,
        including, without limitation, its right to be indemnified, are extended
        to, and
        shall be enforceable by, each agent, custodian and other Person employed
        to act
        hereunder.

       

      (b)  Reserved.

       

      (c) All
        rights of action under this Agreement or under any of the Certificates,
        enforceable by the Trustee, may be enforced by it without the possession
        of any
        of the Certificates, or the production thereof at the trial or other proceeding
        relating thereto, and any such suit, action or proceeding instituted by the
        Trustee shall be brought in its name for the benefit of all the Holders of
        such
        Certificates, subject to the provisions of this Agreement.

       

      (d) The
        Trustee may request that the Depositor provide reasonable instructions to
        the
        Trustee in connection with an action to be performed by the Trustee pursuant
        to
        this Agreement but for which the Trustee is unclear, and the Depositor shall
        comply with any such reasonable request.

       

      Section
        8.3  Trustee
        and Securities Administrator not Liable for Certificates or
        Loans. 

       

      The
        recitals contained herein and in the Certificates (other than the signature
        of
        the Securities Administrator, the authentication of the Securities Administrator
        on the Certificates, the acknowledgments of the Trustee contained in Article
        II
        and the representations and warranties of the Trustee in Section 8.12) shall
        be
        taken as the statements of the Depositor and neither the Trustee nor the
        Securities Administrator assumes any responsibility for their correctness.
        Neither the Trustee nor the Securities Administrator makes any representations
        or warranties as to, and has no liability with respect to, the validity or
        sufficiency of this Agreement (other than as specifically set forth in Section
        8.12) or of the Certificates (other than the signature of the Securities
        Administrator and authentication of the Securities Administrator on the
        Certificates), the Policy, or of any Loan or related document. The Trustee
        shall
        not be accountable for the use or application by the Depositor of any of
        the
        Certificates or of the proceeds of such Certificates, or for the use or
        application of any funds paid to the Depositor or the Master Servicer in
        respect
        of the Loans or deposited in or withdrawn from the Distribution
        Account.

       

      Section
        8.4  Trustee,
        Master Servicer and Securities Administrator May Own
        Certificates. 

       

      Each
        of
        the Trustee, the Master Servicer and the Securities Administrator in its
        individual capacity or any other capacity may become the owner or pledgee
        of
        Certificates and may transact business with other interested parties and
        their
        Affiliates with the same rights it would have if it were not the Trustee,
        the
        Master Servicer or the Securities Administrator.

       

      Section
        8.5  Fees
        and Expenses of Trustee and Securities Administrator. 

       

      The
        agreed-upon fees of the Trustee and the Securities Administrator hereunder
        and
        of Wells Fargo as the Custodian under the Wells Fargo Custodial Agreement
        or of
        DBNTC as the Custodian under the DBNTC Custodial Agreement shall be paid
        in
        accordance with a side letter agreement with the Master Servicer and at the
        sole
        expense of the Master Servicer. In addition, the Trustee, the Securities
        Administrator, the Custodians and any director, officer, employee or agent
        of
        the Trustee, the Securities Administrator and the Custodians shall be
        indemnified by the Trust Fund and held harmless against any loss, liability
        or
        expense (including reasonable attorney’s fees and expenses) incurred by the
        Trustee or the Securities Administrator in connection with any administration
        to
        be performed by the Trustee or the Securities Administrator pursuant to this
        Agreement or other agreements related hereto (including, without limitation,
        the
        Policy) and any claim or legal action or any pending or threatened claim
        or
        legal action arising out of or in connection with the acceptance or
        administration of its respective obligations and duties under this Agreement,
        including other agreements related hereto, other than any loss, liability
        or
        expense (i) for which the Trustee is indemnified by the Master Servicer,
        (ii)
        that constitutes a specific liability of the Trustee or the Securities
        Administrator, respectively, pursuant to Section 10.1(g) or (iii) any loss,
        liability or expense incurred by reason of willful misfeasance, bad faith
        or
        gross negligence by the Trustee, or Securities Administrator, respectively,
        in
        the performance of its duties hereunder or by reason of reckless disregard
        of
        its obligations and duties hereunder. The Master Servicer agrees to indemnify
        the Trustee, from, and hold the Trustee harmless against, any loss, liability
        or
        expense (including reasonable attorney’s fees and expenses) incurred by the
        Trustee by reason of the Master Servicer’s willful misfeasance, bad faith or
        gross negligence in the performance of its duties under this Agreement or
        by
        reason of the Master Servicer’s reckless disregard of its obligations and duties
        under this Agreement. Such indemnity shall survive the termination or discharge
        of this Agreement and the resignation or removal of the Trustee. Any payment
        hereunder made by the Master Servicer to the Trustee shall be from the Master
        Servicer’s own funds, without reimbursement from REMIC I therefor.

       

      Section
        8.6  Eligibility
        Requirements for Trustee and Securities Administrator. 

       

      The
        Trustee and the Securities Administrator shall at all times be a corporation
        or
        an association (other than the Depositor, the Seller, the Master Servicer
        or any
        Affiliate of the foregoing) organized and doing business under the laws of
        any
        state or the United States of America, authorized under such laws to exercise
        corporate trust powers, having a combined capital and surplus of at least
        $50,000,000 (or a member of a bank holding company whose capital and surplus
        is
        at least $50,000,000) and subject to supervision or examination by federal
        or
        state authority. If such corporation or association publishes reports of
        conditions at least annually, pursuant to law or to the requirements of the
        aforesaid supervising or examining authority, then for the purposes of this
        Section the combined capital and surplus of such corporation or association
        shall be deemed to be its combined capital and surplus as set forth in its
        most
        recent report of conditions so published. In case at any time the Trustee
        or the
        Securities Administrator, as applicable, shall cease to be eligible in
        accordance with the provisions of this Section, the Trustee or the Securities
        Administrator, as applicable, shall resign immediately in the manner and
        with
        the effect specified in Section 8.7.

       

      Additionally,
        the Securities Administrator (i) may not be an originator, Master Servicer,
        Servicer, the Depositor or an affiliate of the Depositor unless the Securities
        Administrator is in an institutional trust department, (ii) must be authorized
        to exercise corporate trust powers under the laws of its jurisdiction of
        organization, and (iii) must be rated at least “A/F1” by Fitch, if Fitch is a
        Rating Agency, or the equivalent rating by S&P or Moody’s (or such rating
        acceptable to Fitch pursuant to a rating confirmation). If no successor
        securities administrator shall have been appointed and shall have accepted
        appointment within sixty (60) days after Wells Fargo Bank, N.A., as Securities
        Administrator, ceases to be the securities administrator pursuant to this
        Section 8.6, then the Trustee shall perform the duties of the Securities
        Administrator pursuant to this Agreement. The Trustee shall notify the Rating
        Agencies of any change of Securities Administrator. Notwithstanding the above,
        the Trustee may, if it shall be unwilling to so act, or shall, if it is unable
        to so act, promptly appoint or petition a court of competent jurisdiction
        to
        appoint, a Person that satisfies the eligibility criteria set forth herein
        as
        the Trustee under this Agreement in the assumption of all or any part of
        the
        responsibilities, duties or liabilities of the Trustee under this Agreement.
        Wells Fargo Bank, National Association shall act as Securities Administrator
        for
        so long as it is Master Servicer under this Agreement.

       

      Section
        8.7  Resignation
        and Removal of Trustee and Securities Administrator. 

       

      The
        Trustee and the Securities Administrator may at any time resign (including,
        in
        the case of the Securities Administrator, in connection with the resignation
        or
        termination of the Master Servicer) and be discharged from the trust hereby
        created by giving written notice thereof to the Depositor, to the Master
        Servicer, to the Securities Administrator (or the Trustee, if the Securities
        Administrator resigns), to the Certificateholders and to the Certificate
        Insurer. Upon receiving such notice of resignation, the Depositor shall promptly
        appoint a successor trustee or successor securities administrator by written
        instrument, in duplicate, which instrument shall be delivered to the resigning
        Trustee or Securities Administrator, as applicable, and to the successor
        trustee
        or successor securities administrator, as applicable. A copy of such instrument
        shall be delivered to the Certificateholders, the Trustee, the Certificate
        Insurer, the Securities Administrator and the Master Servicer by the Depositor.
        If no successor trustee or successor securities administrator shall have
        been so
        appointed and have accepted appointment within 30 days after the giving of
        such
        notice of resignation, the resigning Trustee or Securities Administrator,
        as the
        case may be, may, at the expense of the Trust Fund, petition any court of
        competent jurisdiction for the appointment of a successor trustee, successor
        securities administrator, Trustee or Securities Administrator, as
        applicable.

       

      If
        at any
        time the Trustee or the Securities Administrator shall cease to be eligible
        in
        accordance with the provisions of Section 8.6 and shall fail to resign after
        written request therefor by the Depositor, or if at any time the Trustee
        or the
        Securities Administrator shall become incapable of acting, or shall be adjudged
        bankrupt or insolvent, or a receiver of the Trustee or the Securities
        Administrator or of its property shall be appointed, or any public officer
        shall
        take charge or control of the Trustee or the Securities Administrator or
        of its
        property or affairs for the purpose of rehabilitation, conservation or
        liquidation, then the Depositor may remove the Trustee or the Securities
        Administrator, as applicable and appoint a successor trustee or successor
        securities administrator, as applicable, by written instrument, in duplicate,
        which instrument shall be delivered to the Trustee or the Securities
        Administrator so removed and to the successor trustee or successor securities
        administrator.

       

      The
        Holders of Certificates evidencing, in aggregate, not less than 51% of the
        Certificate Principal Balance of the Certificates may at any time remove
        the
        Trustee or the Securities Administrator and appoint a successor trustee or
        successor securities administrator 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 Depositor,
        one
        complete set to the Trustee or the Securities Administrator so removed and
        one
        complete set to the successor so appointed. A copy of such instrument shall
        be
        delivered to the Certificateholders, the Certificate Insurer, the Trustee
        (in
        the case of the removal of the Securities Administrator), the Securities
        Administrator (in the case of the removal of the Trustee) and the Master
        Servicer by the Depositor. All costs and expenses incurred by the Trustee
        in
        connection with its removal without cause hereunder shall be reimbursed to
        it by
        the Trust Fund.

       

      Any
        resignation or removal of the Trustee or the Securities Administrator and
        appointment of a successor trustee or successor securities administrator
        pursuant to any of the provisions of this Section shall not become effective
        until acceptance of appointment by the successor trustee or successor securities
        administrator, as applicable, as provided in Section 8.8.

       

      Notwithstanding
        anything to the contrary contained herein, the Master Servicer and the
        Securities Administrator shall at all times be the same Person.

       

      Section
        8.8  Successor
        Trustee or Securities Administrator. 

       

      Any
        successor trustee or successor securities administrator appointed as provided
        in
        Section 8.7 shall execute, acknowledge and deliver to the Depositor and its
        predecessor trustee or predecessor securities administrator an instrument
        accepting such appointment hereunder, and thereupon the resignation or removal
        of the predecessor trustee or predecessor securities administrator shall
        become
        effective and such successor trustee or successor securities administrator
        without any further act, deed or conveyance, shall become fully vested with
        all
        the rights, powers, duties and obligations of its predecessor hereunder,
        with
        the like effect as if originally named as trustee or securities administrator
        herein. The predecessor trustee or predecessor securities administrator shall
        deliver to the successor trustee or successor securities administrator all
        Loan
        Documents and related documents and statements to the extent held by it
        hereunder, as well as all moneys, held by it hereunder, and the Depositor
        and
        the predecessor trustee or predecessor securities administrator 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 or successor securities administrator all such rights, powers, duties
        and obligations.

       

      No
        successor trustee or successor securities administrator shall accept appointment
        as provided in this Section unless at the time of such acceptance such successor
        trustee or successor securities administrator shall be eligible under the
        provisions of Section 8.6 and the appointment of such successor trustee or
        successor securities administrator shall not result in a downgrading of any
        Class of Certificates by any Rating Agency, as evidenced by a letter from
        each
        Rating Agency.

       

      Upon
        acceptance of appointment by a successor trustee or successor securities
        administrator as provided in this Section, the Depositor shall mail notice
        of
        the succession of such trustee hereunder to the Certificate Insurer and to
        all
        Holders of Certificates at their addresses as shown in the Certificate Register.
        If the Depositor fails to mail such notice within 10 days after acceptance
        of
        appointment by the successor trustee or successor securities administrator,
        the
        successor trustee or successor securities administrator shall cause such
        notice
        to be mailed at the expense of the Depositor.

       

      Section
        8.9  Merger
        or Consolidation of Trustee or Securities Administrator. 

       

      Any
        corporation or association into which the Trustee or the Securities
        Administrator may be merged or converted or with which it may be consolidated
        or
        any corporation or association resulting from any merger, conversion or
        consolidation to which the Trustee or the Securities Administrator shall
        be a
        party, or any corporation or association succeeding to the business of the
        Trustee or the Securities Administrator shall be the successor of the Trustee
        or
        the Securities Administrator hereunder, provided such corporation or association
        shall be eligible under the provisions of Section 8.6, 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 REMIC I or property
        securing the same may at the time be located, the Trustee shall have the
        power
        and shall execute and deliver all instruments to appoint one or more Persons
        approved by the Trustee to act as co-trustee or co-trustees, jointly with
        the
        Trustee, or separate trustee or separate trustees, of all or any part of
        REMIC
        I, and to vest in such Person or Persons, in such capacity, and for the benefit
        of the Holders of the Certificates, such title to REMIC I, or any part thereof,
        and, subject to the other provisions of this Section 8.10, such powers, duties,
        obligations, rights and trusts as the Trustee may consider necessary or
        desirable. No co-trustee or separate trustee hereunder shall be required
        to meet
        the terms of eligibility as a successor trustee under Section 8.6 hereunder
        and
        no notice to Holders of Certificates of the appointment of co-trustee(s)
        or
        separate trustee(s) shall be required under Section 8.8 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 shall be conferred or imposed upon and exercised or performed
        by the Trustee and such separate trustee or co-trustee jointly, 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 (whether as Trustee hereunder or
        as
        successor to a defaulting Master Servicer hereunder), the 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
        REMIC
        I 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.

       

      Any
        notice, request or other writing given to the Trustee shall be deemed to
        have
        been given to each of the then separate trustees and co-trustees, as effectively
        as if given to each of them. Every instrument appointing any separate trustee
        or
        co-trustee shall refer to this Agreement and the conditions of this Article
        VIII. Each separate trustee and co-trustee, upon its acceptance of the trust
        conferred, shall be vested with the estates or property specified in its
        instrument of appointment, either jointly with the Trustee, 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.
        Every
        such instrument shall be filed with the Trustee.

       

      Any
        separate trustee or co-trustee may, at any time, constitute the Trustee,
        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 trusts shall vest in and be exercised by
        the
        Trustee, to the extent permitted by law, without the appointment of a new
        or
        successor trustee or co-trustee.

       

      Section
        8.11  Appointment
        of Office or Agency. 

       

      The
        Securities Administrator shall appoint an office or agency in the City of
        Minneapolis located at Sixth Street and Marquette Avenue, Minneapolis, Minnesota
        55479, where the Certificates may be surrendered for registration of transfer
        or
        exchange, and presented for final distribution and where notices and demands
        to
        or upon the Securities Administrator in respect of the Certificates and this
        Agreement may be served.

       

      Section
        8.12  Representations
        and Warranties of the Trustee. 

       

      The
        Trustee hereby represents and warrants to the Master Servicer, the Securities
        Administrator, the Depositor and the Certificate Insurer as applicable, as
        of
        the Closing Date, that:

       

      (i)  It
        is a
        national banking association duly organized, validly existing and in good
        standing under the laws of the United States of America.

       

      (ii)  The
        execution and delivery of this Agreement by it, and the performance and
        compliance with the terms of this Agreement by it, will not violate its articles
        of incorporation or bylaws or constitute a default (or an event which, with
        notice or lapse of time, or both, would constitute a default) under, or result
        in the breach of, any material agreement or other instrument to which it
        is a
        party or which is applicable to it or any of its assets.

       

      (iii)  It
        has
        the full power and authority to enter into and consummate all transactions
        contemplated by this Agreement, has duly authorized the execution, delivery
        and
        performance of this Agreement, and has duly executed and delivered this
        Agreement.

       

      (iv)  This
        Agreement, assuming due authorization, execution and delivery by the other
        parties hereto, constitutes a valid, legal and binding obligation of it,
        enforceable against it in accordance with the terms hereof, subject to (A)
        applicable bankruptcy, insolvency, receivership, reorganization, moratorium
        and
        other laws affecting the enforcement of creditors’ rights generally, and (B)
        general principles of equity, regardless of whether such enforcement is
        considered in a proceeding in equity or at law.

       

      (v)  It
        is not
        in violation of, and its execution and delivery of this Agreement and its
        performance and compliance with the terms of this Agreement will not constitute
        a violation of, any law, any order or decree of any court or arbiter, or
        any
        order, regulation or demand of any federal, state or local governmental or
        regulatory authority, which violation, in its good faith and reasonable
        judgment, is likely to affect materially and adversely either the ability
        of it
        to perform its obligations under this Agreement or its financial
        condition.

       

      (vi)  No
        litigation is pending or, to the best of its knowledge, threatened against
        it,
        which would prohibit it from entering into this Agreement or, in its good
        faith
        reasonable judgment, is likely to materially and adversely affect either
        the
        ability of it to perform its obligations under this Agreement or its financial
        condition.


      


       

      ARTICLE
        IX

       

      TERMINATION

       

      Section
        9.1  Termination
        Upon Purchase or Liquidation of All Loans. 

       

      (a)  Subject
        to Section 9.2, the respective obligations and responsibilities under this
        Agreement of the Depositor, the Master Servicer, the Securities Administrator
        and the Trustee (other than the obligations of the Master Servicer to the
        Securities Administrator pursuant to Section 8.5 and of the Master Servicer
        to
        pay Compensating Interest to the Securities Administrator and the Securities
        Administrator to make payments in respect of REMIC I Regular Interests or
        the
        Classes of Certificates as hereinafter set forth) shall terminate upon payment
        to the Certificateholders and the deposit of all amounts held by or on behalf
        of
        the Trustee and required hereunder to be so paid or deposited on the
        Distribution Date coinciding with or following the earlier to occur of (i)
        the
        purchase by the Terminator (as defined below) of all Loans and each REO Property
        remaining in REMIC I and (ii) the final payment or other liquidation (or
        any
        advance with respect thereto) of the last Loan or REO Property remaining
        in
        REMIC I; provided,
        however,
        that in
        no event shall the trust created hereby continue beyond the earlier of (a)
        the
        expiration of 21 years from the death of the last survivor of the descendants
        of
        Joseph P. Kennedy, the late ambassador of the United States to the Court
        of St.
        James, living on the date hereof and (b) the Last Scheduled Distribution
        Date.
        The purchase by the Terminator (as defined below) of all Loans and each REO
        Property remaining in REMIC I shall be at a price (the “Termination Price”)
        equal to the sum of (i) the greater of (A) the aggregate Purchase Price of
        all
        the Loans included in REMIC I, plus the appraised value of each REO Property,
        if
        any, included in REMIC I, such appraisal to be conducted by an appraiser
        mutually agreed upon by the Terminator and the Securities Administrator in
        their
        reasonable discretion and (B) the aggregate fair market value of all of the
        assets of REMIC I (as determined by the Terminator and the Securities
        Administrator, as of the close of business on the third Business Day next
        preceding the date upon which notice of any such termination is furnished
        to
        Certificateholders pursuant to the third paragraph of this Section 10.01),
        (ii)
        any amounts in respect of unpaid Certificate Insurer Premiums and Reimbursement
        Amounts payable to the Certificate Insurer which remain unpaid and (iii)
        any
        amounts due the Servicers and the Master Servicer in respect of unpaid Servicing
        Fees and outstanding Monthly Advances and Servicing Advances and all amounts
        due
        and owing to the Master Servicer, the Securities Administrator, the Trustee
        and
        the Custodians pursuant to this Agreement and the Custodial Agreements.


       

      (b)  The
        Master Servicer shall have the right to purchase all of the Loans and each
        REO
        Property remaining in REMIC I pursuant to clause (i) of the preceding paragraph
        no later than the Determination Date in the month immediately preceding the
        Distribution Date on which the Certificates will be retired; provided, however,
        that the Master Servicer may elect to purchase all of the Loans and each
        REO
        Property remaining in REMIC I pursuant to clause (i) above only if the aggregate
        Scheduled Principal Balance of the Loans and the fair market value of each
        REO
        Property remaining in the Trust Fund at the time of such election is less
        than
        or equal to 10% of the aggregate Scheduled Principal Balance of the Loans
        as of
        the Cut-Off Date plus the Original Pre-Funded Amount and, provided further,
        that
        the Master Servicer will be required to obtain the consent of the Certificate
        Insurer if the exercise of such right would cause a claim under the Policy.
        In
        addition, in the event the Master Servicer fails to exercise its optional
        termination right and the Class A-3 Certificates are outstanding or any
        Reimbursement Amounts owed to the Certificate Insurer are outstanding, the
        Certificate Insurer may, at its option, exercise such optional termination
        right
        (the party exercising such right, the “Terminator”). If the Certificate Insurer
        exercises such termination right, then it shall comply with the provisions
        in
        this Article IX applicable to the Master Servicer in connection with the
        exercise of its termination right hereunder.

       

      (c)  Notice
        of
        the liquidation of the Certificates shall be given promptly by the Securities
        Administrator by letter to the Certificateholders mailed (a) in the event
        such
        notice is given in connection with the purchase of the Loans and each REO
        Property by the Terminator, not earlier than the 15th day and not later than
        the
        25th day of the month next preceding the month of the final distribution
        on the
        Certificates or (b) otherwise during the month of such final distribution
        on or
        before the Determination Date in such month, in each case specifying (i)
        the
        Distribution Date upon which the Trust Fund will terminate and the final
        payment
        in respect of REMIC I Regular Interests or the Certificates will be made
        upon
        presentation and surrender of the related Certificates at the office of the
        Securities Administrator therein designated, (ii) the amount of any such
        final
        payment, (iii) that no interest shall accrue in respect of REMIC I Regular
        Interests or Certificates from and after the Interest Accrual Period relating
        to
        the final Distribution Date therefor and (iv) that the Record Date otherwise
        applicable to such Distribution Date is not applicable, payments being made
        only
        upon presentation and surrender of the Certificates at the office of the
        Securities Administrator. In the event such notice is given in connection
        with
        the purchase of all of the Loans and each REO Property remaining in the REMIC
        I
        by the Terminator, the Terminator shall deliver to the Securities Administrator
        for deposit in the Distribution Account not later than the last Business
        Day of
        the month next preceding the month of the final distribution on the Certificates
        an amount in immediately available funds equal to the above-described
        Termination Price. The Securities Administrator shall remit (a) to the Master
        Servicer from such funds deposited in the Distribution Account (i) any amounts
        which the Master Servicer notifies it in writing that the Master Servicer
        would
        be permitted to withdraw and retain from the Distribution Account pursuant
        to
        Section 3.24 and (ii) any other amounts otherwise payable by the Securities
        Administrator to the Master Servicer from amounts on deposit in the Distribution
        Account pursuant to the terms of this Agreement and notified by the Master
        Servicer in writing and (b) to the Servicers, any amounts reimbursable to
        the
        Servicers pursuant to the Servicing Agreements, in each case prior to making
        any
        final distributions pursuant to Section 9.1(d) below. Upon certification
        to the
        Trustee and the Securities Administrator by a Servicing Officer of the making
        of
        such final deposit, the Trustee shall promptly release to the Terminator
        the
        Mortgage Files for the remaining Loans, and the Trustee shall execute all
        assignments, endorsements and other instruments necessary to effectuate such
        transfer in each case without recourse, representation or warranty.

       

      (d)  Upon
        presentation of the Certificates by the Certificateholders on the final
        Distribution Date, the Securities Administrator shall distribute to each
        Certificateholder so presenting and surrendering its Certificates the amount
        otherwise distributable on such Distribution Date in accordance with Section
        4.1
        in respect of the Certificates so presented and surrendered. Any funds not
        distributed to any Holder or Holders of Certificates being retired on such
        Distribution Date because of the failure of such Holder or Holders to tender
        their Certificates shall, on such date, be set aside and held in trust and
        credited to the account of the appropriate non-tendering Holder or Holders.
        If
        any Certificates as to which notice has been given pursuant to this Section
        9.1
        shall not have been surrendered for cancellation within six months after
        the
        time specified in such notice, the Securities Administrator shall mail a
        second
        notice to the remaining non-tendering Certificateholders to surrender their
        Certificates for cancellation in order to receive the final distribution
        with
        respect thereto. If within one year after the second notice all such
        Certificates shall not have been surrendered for cancellation, the Securities
        Administrator shall, directly or through an agent, mail a final notice to
        the
        remaining non-tendering Certificateholders concerning surrender of their
        Certificates. The costs and expenses of maintaining the funds in trust and
        of
        contacting such Certificateholders shall be paid out of the assets remaining
        in
        the trust funds. If within one year after the final notice any such Certificates
        shall not have been surrendered for cancellation, the Securities Administrator
        shall pay to the Depositor all such amounts, and all rights of non-tendering
        Certificateholders in or to such amounts shall thereupon cease. No interest
        shall accrue or be payable to any Certificateholder on any amount held in
        trust
        by the Securities Administrator as a result of such Certificateholder’s failure
        to surrender its Certificate(s) for final payment thereof in accordance with
        this Section 9.1. Any such amounts held in trust by the Securities Administrator
        shall be held in an Eligible Account and the Securities Administrator may
        direct
        any depository institution maintaining such account to invest the funds in
        one
        or more Eligible Investments. All income and gain realized from the investment
        of funds deposited in such accounts held in trust by the Securities
        Administrator shall be for the benefit of the Securities Administrator;
provided,
        however,
        that
        the Securities Administrator shall deposit in such account the amount of
        any
        loss of principal incurred in respect of any such Eligible Investment made
        with
        funds in such accounts immediately upon the realization of such
        loss.

       

      Immediately
        following the deposit of funds in trust hereunder in respect of the
        Certificates, the Trust Fund shall terminate.

       

      Section
        9.2  Additional
        Termination Requirements. 

       

      (a)  In
        the
        event that the Terminator purchases all the Loans and each REO Property or
        the
        final payment on or other liquidation of the last Loan or REO Property remaining
        in REMIC I pursuant to Section 9.1, the Trust Fund shall be terminated in
        accordance with the following additional requirements:

       

      (i)  The
        Securities Administrator shall specify the first day in the 90-day liquidation
        period in a statement attached to each REMIC’s final Tax Return pursuant to
        Treasury regulation Section 1.860F-1 and shall satisfy all requirements of
        a
        qualified liquidation under Section 860F of the Code and any regulations
        thereunder, as evidenced by an Opinion of Counsel obtained by and at the
        expense
        of the Terminator;

       

      (ii)  During
        such 90-day liquidation period and, at or prior to the time of making of
        the
        final payment on the Certificates, the Securities Administrator shall sell
        all
        of the assets of REMIC I to the Terminator for cash; and

       

      (iii)  At
        the
        time of the making of the final payment on the Certificates, the Securities
        Administrator shall distribute or credit, or cause to be distributed or
        credited, to the Holders of the Residual Certificates all cash on hand in
        the
        Trust Fund (other than cash retained to meet claims), and the Trust Fund
        shall
        terminate at that time.

       

      (b)  At
        the
        expense of the requesting Terminator (or, if the Trust Fund is being terminated
        as a result of the occurrence of the event described in clause (ii) of the
        first
        paragraph of Section 9.1, at the expense of the Trust Fund), the Terminator
        shall prepare or cause to be prepared the documentation required in connection
        with the adoption of a plan of liquidation of each REMIC pursuant to this
        Section 9.2.

       

      (c)  By
        their
        acceptance of Certificates, the Holders thereof hereby agree to authorize
        the
        Securities Administrator to specify the 90-day liquidation period for each
        REMIC, which authorization shall be binding upon all successor
        Certificateholders.

       


      


      ARTICLE
        X

       

      REMIC
        PROVISIONS

       

      Section
        10.1  REMIC
        Administration. 

       

      (a)  The
        Trustee shall elect to treat each REMIC under the Code and, if necessary,
        under
        applicable state law and as instructed by the Securities Administrator. Each
        such election shall be made by the Securities Administrator on Form 1066
        or
        other appropriate federal tax or information return or any appropriate state
        return for the taxable year ending on the last day of the calendar year in
        which
        the Certificates are issued. For the purposes of the REMIC election in respect
        of REMIC I, the REMIC I Regular Interests shall be designated as the Regular
        Interests in REMIC I and Component R-1 shall be designated as the Residual
        Interest in REMIC I. The REMIC II Regular Interest shall be designated as
        the
        Regular Interests in REMIC II and Component R-2 shall be designated as the
        Residual Interest in REMIC II. The REMIC III Regular Interest shall be
        designated as the Regular Interests in REMIC III and Component R-3 shall
        be
        designated as the Residual Interest in REMIC III. The Certificates (other
        than the Class R Certificates, Class A-X-1 Certificates and Class A-X-2
        Certificates), REMIC IV Regular Interest A-1-A, A-1-B, A-2-A (each beneficially
        owned by the holders of the Class A-X-1 Certificates) and REMIC IV Regular
        Interests A-1-C, A-2-B, A-2-C, A-2-D, A-3 and A-4 (each beneficially owned
        by
        the holders of the Class A-X-2 Certificates) shall be designated as the Regular
        Interests in REMIC IV and Component R-4 shall be designated as the Residual
        Interest in REMIC IV. The Trustee shall not permit the creation of any
“interests” in each Trust REMIC (within the meaning of Section 860G of the Code)
        other than the REMIC I Regular Interests, REMIC II Regular Interests, REMIC
        III
        Regular Interests and the interests represented by the Regular Interest
        Certificates and Class R Certificates.

       

      (b)  The
        Closing Date is hereby designated as the “Startup Day” of each REMIC created
        hereunder within the meaning of Section 860G(a)(9) of the Code.

       

      (c)  The
        Securities Administrator shall be reimbursed for any and all expenses relating
        to any tax audit of the Trust Fund (including, but not limited to, any
        professional fees or any administrative or judicial proceedings with respect
        to
        each REMIC that involve the Internal Revenue Service or state tax authorities),
        including the expense of obtaining any tax related Opinion of Counsel except
        as
        specified herein. The Securities Administrator, as agent for each REMIC’s tax
        matters person shall (i) act on behalf of the Trust Fund in relation to any
        tax
        matter or controversy involving any REMIC and (ii) represent the Trust Fund
        in
        any administrative or judicial proceeding relating to an examination or audit
        by
        any governmental taxing authority with respect thereto. The holder of the
        largest Percentage Interest of each Class of Residual Certificates shall
        be
        designated, in the manner provided under Treasury regulations section
        1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax
        matters person of the related REMIC created hereunder. By their acceptance
        thereof, the holder of the largest Percentage Interest of the Residual
        Certificates hereby agrees to irrevocably appoint the Securities Administrator
        or an Affiliate as its agent to perform all of the duties of the tax matters
        person for the Trust Fund.

       

      (d)  The
        Securities Administrator shall prepare and file and the Trustee shall sign
        all
        of the Tax Returns in respect of each REMIC created hereunder. The expenses
        of
        preparing and filing such returns shall be borne by the Securities Administrator
        without any right of reimbursement therefor.

       

      (e)  The
        Securities Administrator shall perform on behalf of each REMIC all reporting
        and
        other tax compliance duties that are the responsibility of such REMIC under
        the
        Code, the REMIC Provisions or other compliance guidance issued by the Internal
        Revenue Service or any state or local taxing authority. Among its other duties,
        as required by the Code, the REMIC Provisions or other such compliance guidance,
        the Securities Administrator shall provide (i) to any Transferor of a Residual
        Certificate such information as is necessary for the application of any tax
        relating to the transfer of a Residual Certificate to any Person who is not
        a
        Permitted Transferee upon receipt of additional reasonable compensation,
        (ii) to
        the Certificateholders such information or reports as are required by the
        Code
        or the REMIC Provisions including reports relating to interest, original
        issue
        discount and market discount or premium (using the prepayment assumption,
        as set
        forth in the Prospectus, as required) and (iii) to the Internal Revenue Service
        the name, title, address and telephone number of the person who shall serve
        as
        the representative of each REMIC. The Depositor shall provide or cause to
        be
        provided to the Securities Administrator, within ten (10) days after the
        Closing
        Date, all information or data that the Securities Administrator reasonably
        determines to be relevant for tax purposes as to the valuations and issue
        prices
        of the Certificates, including, without limitation, the price, yield, prepayment
        assumption and projected cash flow of the Certificates.

       

      (f)  To
        the
        extent in the control of the Trustee or the Securities Administrator, each
        such
        Person (i) shall take such action and shall cause each REMIC created hereunder
        to take such action as shall be necessary to create or maintain the status
        thereof as a REMIC under the REMIC Provisions, (ii) shall not take any action,
        cause the Trust Fund to take any action or fail to take (or fail to cause
        to be
        taken) any action that, under the REMIC Provisions, if taken or not taken,
        as
        the case may be, could (A) endanger the status of each REMIC as a REMIC or
        (B)
        result in the imposition of a tax upon the Trust Fund (including but not
        limited
        to the tax on prohibited transactions as defined in Section 860F(a)(2) of
        the
        Code and the tax on contributions to a REMIC set forth in Section 860G(d)
        of the
        Code) (either such event, an “Adverse REMIC Event”) unless such action or
        inaction is permitted under this Agreement or the Trustee and the Securities
        Administrator have received an Opinion of Counsel, addressed to them (at
        the
        expense of the party seeking to take such action but in no event at the expense
        of the Trustee or the Securities Administrator) to the effect that the
        contemplated action will not, with respect to any REMIC, endanger such status
        or
        result in the imposition of such a tax, nor (iii) shall the Securities
        Administrator take or fail to take any action (whether or not authorized
        hereunder) as to which the Trustee has advised it in writing that it has
        received an Opinion of Counsel to the effect that an Adverse REMIC Event
        could
        occur with respect to such action; provided that the Securities Administrator
        may conclusively rely on such Opinion of Counsel and shall incur no liability
        for its action or failure to act in accordance with such Opinion of Counsel.
        In
        addition, prior to taking any action with respect to any REMIC or the respective
        assets of each, or causing any REMIC to take any action, which is not
        contemplated under the terms of this Agreement, the Securities Administrator
        shall consult with the Trustee or its designee, in writing, with respect
        to
        whether such action could cause an Adverse REMIC Event to occur with respect
        to
        any REMIC, and the Securities Administrator shall not take any such action
        or
        cause any REMIC to take any such action as to which the Trustee has advised
        it
        in writing that an Adverse REMIC Event could occur. The Trustee may consult
        with
        counsel to make such written advice, and the cost of same shall be borne
        by the
        party seeking to take the action not permitted by this Agreement, but in
        no
        event shall such cost be an expense of the Trustee.

       

      (g)  In
        the
        event that any tax is imposed on “prohibited transactions” of any REMIC created
        hereunder as defined in Section 860F(a)(2) of the Code, on the “net income from
        foreclosure property” of such REMIC as defined in Section 860G(c) of the Code,
        on any contributions to any such REMIC after the Startup Day therefor pursuant
        to Section 860G(d) of the Code, or any other tax is imposed by the Code or
        any
        applicable provisions of state or local tax laws, such tax shall be charged
        (i)
        to the Trustee pursuant to Section 10.3 hereof, if such tax arises out of
        or
        results from a breach by the Trustee of any of its obligations under this
        Article X, (ii) to the Securities Administrator pursuant to Section 10.3
        hereof,
        if such tax arises out of or results from a breach by the Securities
        Administrator of any of its obligations under this Article X, (iii) to the
        Master Servicer pursuant to Section 10.3 hereof, if such tax arises out of
        or
        results from a breach by the Master Servicer of any of its obligations under
        Article III or under this Article X, or (iv) against amounts on deposit in
        the
        Distribution Account and shall be paid by withdrawal therefrom.

       

      (h)  The
        Trustee and the Securities Administrator shall, for federal income tax purposes,
        maintain books and records with respect to each REMIC on a calendar year
        and on
        an accrual basis.

       

      (i)  Following
        the Startup Day, the Trustee shall not accept any contributions of assets
        to any
        REMIC other than in connection with any Substitute Loan delivered in accordance
        with Section 2.3 unless it shall have received an Opinion of Counsel addressed
        to it to the effect that the inclusion of such assets in the Trust Fund will
        not
        cause the related REMIC to fail to qualify as a REMIC at any time that any
        Certificates are outstanding or subject such REMIC to any tax under the REMIC
        Provisions or other applicable provisions of federal, state and local law
        or
        ordinances.

       

      (j)  Neither
        the Trustee nor the Securities Administrator shall knowingly enter into any
        arrangement by which any REMIC will receive a fee or other compensation for
        services nor permit any REMIC to receive any income from assets other than
        “qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted
        investments” as defined in Section 860G(a)(5) of the Code.

       

      (k)  The
        Securities Administrator shall apply for an employer identification number
        with
        the Internal Revenue Service via a Form SS-4 or other comparable method for
        each
        REMIC. In connection with the foregoing, the Securities Administrator shall
        provide the name and address of the person who can be contacted to obtain
        information required to be reported to the holders of Regular Interests in
        each
        REMIC as required by IRS Form 8811.

       

      Section
        10.2  Prohibited
        Transactions and Activities.

       

      None
        of
        the Depositor, the Securities Administrator, the Master Servicer or the Trustee
        shall sell, dispose of or substitute for any of the Loans (except in connection
        with (i) the foreclosure of a Loan, including but not limited to, the
        acquisition or sale of a Mortgaged Property acquired by deed in lieu of
        foreclosure, (ii) the bankruptcy of REMIC I, (iii) the termination of REMIC
        I
        pursuant to Article IX of this Agreement, (iv) a substitution pursuant to
        Article II of this Agreement or (v) a purchase of Loans pursuant to Article
        II
        of this Agreement), nor acquire any assets for any REMIC (other than REO
        Property acquired in respect of a defaulted Loan), nor sell or dispose of
        any
        investments in the Distribution Account for gain, nor accept any contributions
        to any REMIC after the Closing Date (other than a Substitute Loan delivered
        in
        accordance with Section 2.3), unless it has received an Opinion of Counsel,
        addressed to the Trustee (at the expense of the party seeking to cause such
        sale, disposition, substitution, acquisition or contribution but in no event
        at
        the expense of the Trustee) that such sale, disposition, substitution,
        acquisition or contribution will not (a) affect adversely the status of any
        REMIC as a REMIC or (b) cause any REMIC to be subject to a tax on “prohibited
        transactions” or “contributions” pursuant to the REMIC Provisions.

       

      Section
        10.3  Indemnification. 

       

      (a)  The
        Trustee agrees to be liable for any taxes and costs incurred by the Trust
        Fund,
        the Depositor, the Securities Administrator or the Master Servicer including,
        without limitation, any reasonable attorneys fees imposed on or incurred
        by the
        Trust Fund, the Depositor, the Securities Administrator or the Master Servicer
        as a result of the Trustee’s failure to perform its covenants set forth in this
        Article X in accordance with the standard of care of the Trustee set forth
        in
        this Agreement.

       

      (b)  The
        Master Servicer agrees to indemnify the Trust Fund, the Depositor and the
        Trustee for any taxes and costs including, without limitation, any reasonable
        attorneys’ fees imposed on or incurred by the Trust Fund, the Depositor or the
        Trustee, as a result of the Master Servicer’s failure to perform its covenants
        set forth in Article III in accordance with the standard of care of the Master
        Servicer set forth in this Agreement.

       

      (c)  The
        Securities Administrator agrees to be liable for any taxes and costs incurred
        by
        the Trust Fund, the Depositor or the Trustee including, without limitation,
        any
        reasonable attorneys fees imposed on or incurred by the Trust Fund, the
        Depositor or the Trustee as a result of the Securities Administrator’s failure
        to perform its covenants set forth in this Article X in accordance with the
        standard of care of the Securities Administrator set forth in this
        Agreement.


      


       

      ARTICLE
        XI

       

      MISCELLANEOUS
        PROVISIONS

       

      Section
        11.1  Amendment.
        This
        Agreement may be amended from time to time, by the Depositor, the Master
        Servicer, the Securities Administrator and the Trustee, without the consent
        of
        any of the Certificateholders or the Certificate Insurer, (a) to cure any
        ambiguity, to correct or supplement any provision herein which may be
        inconsistent with any other provision herein, or to make any other provisions
        with respect to matters or questions arising under this Agreement, (b) to
        modify, eliminate or add to any provisions to such extent as shall be necessary
        to maintain the qualification of the Trust Fund as four REMICs at all times
        that
        any Certificates are outstanding, or (c) to ensure compliance with Regulation
        AB; provided, that such action shall not, as evidenced by an Opinion of Counsel
        addressed to the Trustee and delivered to the Trustee, adversely affect in
        any
        material respect the interests of any Certificateholder. No amendment shall
        be
        deemed to adversely affect in any material respect the interests of any
        Certificateholder who shall have consented thereto, and no Opinion of Counsel
        shall be required to address the effect of any such amendment on any such
        consenting Certificateholder.

       

      This
        Agreement may also be amended from time to time by the Depositor, the Master
        Servicer, the Securities Administrator and the Trustee with the consent of
        the
        Holders of Certificates evidencing, in the aggregate, not less than 66-2/3%
        of
        the Voting Rights for the purpose of adding any provisions to or changing
        in any
        manner or eliminating any of the provisions of this Agreement or of modifying
        in
        any manner the rights of the Holders of Certificates; provided,
        however,
        that no
        such amendment shall (i) reduce in any manner the amount of, or delay the
        timing
        of, payments received on Loans which are required to be distributed on any
        Certificate without the consent of the Holder of such Certificate, (ii)
        adversely affect in any material respect the interests of the Holders of
        any
        Class of Certificates in a manner, other than as described in (i), without
        the
        consent of the Holders of Certificates of such Class evidencing at least
        66-2/3%
        of the Voting Rights allocated to such Class, or (iii) modify the consents
        required by the immediately preceding clauses (i) and (ii) without the consent
        of the Holders of all Certificates then outstanding. Notwithstanding any
        other
        provision of this Agreement, for purposes of the giving or withholding of
        consents pursuant to this Section 12.01, Certificates registered in the name
        of
        the Depositor or the Servicer or any Affiliate thereof shall be entitled
        to
        Voting Rights with respect to matters affecting such Certificates. Without
        limiting the generality of the foregoing, any amendment to this Agreement
        required in connection with the compliance with or the clarification of any
        reporting obligations described in Section 3.29 hereof shall not require
        the
        consent of any Certificateholder and without the need for any Opinion of
        Counsel
        or Rating Agency confirmation.

       

      Notwithstanding
        any contrary provision of this Agreement, the Trustee shall not consent to
        any
        amendment to this Agreement unless it shall have first received an Opinion
        of
        Counsel addressed to it to the effect that such amendment will not cause
        either
        REMIC I, REMIC II, REMIC III or REMIC IV of the Trust Fund to fail to qualify
        as
        a REMIC at any time that REMIC I Regular Interests, REMIC II Regular Interests,
        REMIC III Regular Interests or Regular Interest Certificates are
        outstanding.

       

      As
        soon
        as practicable after the execution of any such amendment, the Trustee shall
        furnish written notification of the substance of such amendment to each
        Certificateholder and Rating Agency.

       

      It
        shall
        not be necessary for the consent of the Certificateholders under this Section
        11.1 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.

       

      Prior
        to
        the execution of any amendment to this Agreement, the Trustee shall be entitled
        to receive and rely upon an Opinion of Counsel addressed to it stating that
        the
        execution of such amendment is authorized or permitted by this Agreement.
        The
        Trustee may, but shall not be obligated to, enter into any such amendment
        which
        affects the Trustee’s own rights, duties or immunities under this
        Agreement.

       

      Section
        11.2  Recordation
        of Agreement; Counterparts.
        To the
        extent permitted by applicable law, this Agreement (or an abstract hereof,
        if
        acceptable by the applicable recording office) is subject to recordation
        in all
        appropriate public offices for real property records in all the counties
        or
        other comparable jurisdictions in which any or all of the properties subject
        to
        the Mortgages are situated, and in any other appropriate public recording
        office
        or elsewhere, such recordation to be effected by the Depositor at the expense
        of
        the Certificateholders, but only after the Depositor has delivered to the
        Trustee an Opinion of Counsel to the effect that such recordation materially
        and
        beneficially affects the interests of the Certificateholders.

       

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

       

      Except
        as
        otherwise expressly provided herein no Certificateholder, solely by virtue
        of
        its status as Certificateholder, shall have any right to vote or in any manner
        otherwise control the operation and management of the Trust Fund, or the
        obligations of the parties hereto, 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, solely by virtue of its status as 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 all of the Holders of Certificates evidencing,
        in aggregate, not less than 25% of the Trust Fund shall have made written
        request upon the Trustee to institute such action, suit or proceeding in
        its own
        name as Trustee hereunder and shall have offered to the Trustee such reasonable
        indemnity as it may require against the costs, expenses and liabilities to
        be
        incurred therein or thereby, and the Trustee, for 60 days after its receipt
        of
        such notice, request and offer of indemnity, shall have neglected or refused
        to
        institute any such action, suit or proceeding; it being understood and intended,
        and being 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 benefit
        of all Certificateholders. For the protection and enforcement of the provisions
        of this Section 11.3, each and every Certificateholder and the Trustee shall
        be
        entitled to such relief as can be given either at law or in equity.

       

      Section
        11.4  Governing
        Law.
        THIS
        AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
        NEW
        YORK (WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES OTHER THAN SECTION 5-1401
        OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES
        OF THE
        PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

       

      Section
        11.5  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 certified
        or registered mail, return receipt requested (a) in the case of the Depositor,
        to 60 Wall Street, New York, New York 10005, Attention: Deutsche Alt-A
        Securities, Inc., Mortgage Loan Trust, Series 2006-AB1, telecopy number:
        (212)
        250-2500, or such other address or telecopy number as may hereafter be furnished
        to the Master Servicer and the Trustee in writing by the Depositor, (b) in
        the
        case of the Master Servicer and the Securities Administrator, P.O. Box 98,
        Columbia, Maryland 21046 and for overnight delivery to 9062 Old Annapolis
        Road,
        Columbia, Maryland 21045, Attention: Deutsche Alt-A Securities, Inc., 2006-AB1
        (telecopy number: (410) 715-2380), or such other address or telecopy number
        as
        may hereafter be furnished to the Trustee and the Depositor in writing by
        the
        Master Servicer or the Securities Administrator, in the case of the Trustee,
        at
        the Corporate Trust Office or such other address or telecopy number as the
        Trustee may hereafter furnish to the Master Servicer, the Depositor and the
        Certificate Insurer in writing by the Trustee and (d) in the case of the
        Certificate Insurer, Financial Security Assurance Inc., 31 West 52nd
        Street,
        New York, New York 10019, Attention: Managing Director—Surveillance (Deutsche
        Alt-B Securities Mortgage Loan Trust, Series 2006-AB1) (Telecopy No.: (212)
        339-3518. Any notice required or permitted to be given 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 when mailed, whether or not the Certificateholder receives such
        notice. A copy of any notice required to be telecopied hereunder also shall
        be
        mailed to the appropriate party in the manner set forth above.

       

      Section
        11.6  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
        11.7  Notice
        to Rating Agencies. 

       

      The
        Trustee shall use its best efforts promptly to provide notice to the Rating
        Agencies with respect to each of the following of which it has actual
        knowledge:

       

      
        	 	
                1.

              	
                Any
                  material change or amendment to this
                  Agreement;

              


      

       

      
        	 	
                2.

              	
                The
                  occurrence of any Master Servicer Event of Default that has not
                  been cured
                  or waived;

              


      

       

      
        	 	
                3.

              	
                The
                  resignation or termination of the Master Servicer or the
                  Trustee;

              


      

       

      
        	 	
                4.

              	
                The
                  repurchase or substitution of Loans pursuant to or as contemplated
                  by
                  Section 2.3;

              


      

       

      
        	 	
                5.

              	
                The
                  final payment to the Holders of any Class of
                  Certificates;

              


      

       

      
        	 	
                6.

              	
                Any
                  change in the location of the Distribution Account;
                  and

              


      

       

      
        	 	
                7.

              	
                Any
                  event that would result in the inability of the Trustee to make
                  advances
                  regarding delinquent Loans pursuant to Section
                  7.2.

              


      

       

      The
        Master Servicer shall make available to each Rating Agency and the Certificate
        Insurer on the Securities Administrator’s website copies of the
        following:

       

      
        	 	
                1.

              	
                Each
                  Annual Statement as to Compliance described in Section 3.16;
                  and

              


      

       

      
        	 	
                2.
                  

              	
                Each
                  Assessment of Compliance and Attestation Report described in Section
                  3.17
                  and Section 3.18.

              


      

       

      Any
        such
        notice pursuant to this Section 11.7 shall be in writing and shall be deemed
        to
        have been duly given if personally delivered at or mailed by first class
        mail,
        postage prepaid, or by express delivery service to Standard & Poor’s, a
        division of The McGraw-Hill Companies, Inc., 55 Water Street, New York, New
        York
        10041 and to Moody’s Investors Service, Inc., 99 Church Street, New York, New
        York 10007 or such other addresses as the Rating Agencies may designate in
        writing to the parties hereto.

       

      Section
        11.8  Article
        and Section References. 

       

      All
        article and section references used in this Agreement, unless otherwise
        provided, are to articles and sections in this Agreement.

       

      Section
        11.9  Grant
        of Security Interest. 

       

      It
        is the
        express intent of the parties hereto that the conveyance of the Loans by
        the
        Depositor to the Trustee, on behalf of the Trust Fund and for the benefit
        of the
        Certificateholders, be, and be construed as, a sale of the Loans by the
        Depositor and not a pledge of the Loans to secure a debt or other obligation
        of
        the Depositor. However, in the event that, notwithstanding the aforementioned
        intent of the parties, the Loans are held to be property of the Depositor,
        then,
        (a) it is the express intent of the parties that such conveyance be deemed
        a
        pledge of the Loans by the Depositor to the Trustee, on behalf of the Trust
        Fund
        and for the benefit of the Certificateholders, to secure a debt or other
        obligation of the Depositor and (b)(1) this Agreement shall also be deemed
        to be
        a security agreement within the meaning of Articles 8 and 9 of the Uniform
        Commercial Code as in effect from time to time in the State of New York;
        (2) the
        conveyance provided for in Section 2.1 hereof shall be deemed to be a grant by
        the Depositor to the Trustee, on behalf of the Trust Fund and for the benefit
        of
        the Certificateholders, of a security interest in all of the Depositor’s right,
        title and interest in and to the Loans and all amounts payable to the holders
        of
        the Loans in accordance with the terms thereof and all proceeds of the
        conversion, voluntary or involuntary, of the foregoing into cash, instruments,
        securities or other property, including without limitation all amounts in
        the
        Capitalized Interest Account including investment earnings and all amounts,
        other than investment earnings, from time to time held or invested in the
        Distribution Account and any Pre-Funding Account, whether in the form of
        cash,
        instruments, securities or other property; (3) the obligations secured by
        such
        security agreement shall be deemed to be all of the Depositor’s obligations
        under this Agreement, including the obligation to provide to the
        Certificateholders the benefits of this Agreement relating to the Loans and
        the
        Trust Fund; and (4) notifications to persons holding such property, and
        acknowledgments, receipts or confirmations from persons holding such property,
        shall be deemed notifications to, or acknowledgments, receipts or confirmations
        from, financial intermediaries, bailees or agents (as applicable) of the
        Trustee
        for the purpose of perfecting such security interest under applicable law.
        Accordingly, the Depositor hereby grants to the Trustee, on behalf of the
        Trust
        Fund and for the benefit of the Certificateholders, a security interest in
        the
        Loans and all other property described in clause (2) of the preceding sentence,
        for the purpose of securing to the Trustee the performance by the Depositor
        of
        the obligations described in clause (3) of the preceding sentence.
        Notwithstanding the foregoing, the parties hereto intend the conveyance pursuant
        to Section 2.1 to be a true, absolute and unconditional sale of the Loans
        and
        assets constituting the Trust Fund by the Depositor to the Trustee, on behalf
        of
        the Trust Fund and for the benefit of the Certificateholders.

       

       

       

      ARTICLE
        XII

       

      CERTAIN
        MATTERS REGARDING THE CERTIFICATE INSURER

       

      Section
        12.1  Exercise
        of Rights of Holder of the Insured Certificates.

       

      Each
        of
        the Depositor, the Master Servicer, the Securities Administrator and the
        Trustee, and, by accepting its Insured Certificate, each Holder of an Insured
        Certificate, agrees that unless a Certificate Insurer Default has occurred
        and
        is continuing, the Certificate Insurer shall have the right to exercise all
        rights of the Holders of the Insured Certificates under this Agreement without
        any further consent of the Holders of the Insured Certificates, including,
        without limitation: (i) the right to direct foreclosures upon Loans upon
        failure
        of the Servicer to do so; (ii) the right to require the Seller to repurchase
        or
        substitute for Loans pursuant to Section 2.3; (iii) the right to give notices
        of
        breach or to terminate the rights and obligations of the Master Servicer
        pursuant to Section 7.1; (iv) the right to direct the actions of the Trustee
        during the continuance of a Master Servicer Event of Default pursuant to
        Section
        7.1; (v) the right to consent to or direct any waivers of Master Servicer
        Events
        of Default pursuant to Section 7.4; (vi) the right to direct the Trustee
        to
        investigate certain matters pursuant to Section 8.2(a)(v); and (vii) the
        right
        to remove the Trustee and the Securities Administrator pursuant to Section
        8.7
        hereof.

       

      In
        addition, each Holder of an Insured Certificate agrees that, unless a
        Certificate Insurer Default has occurred and is continuing, the rights
        specifically set forth above may be exercised by the Holder of an Insured
        Certificate only with the prior written consent of the Certificate
        Insurer.

       

      
        	Section
                12.2  	
                Trustee
                  and Securities Administrator to Act Solely with Consent of Certificate
                  Insurer.

              


      

       

      Unless
        a
        Certificate Insurer Default has occurred and is continuing, neither the Trustee
        nor the Securities Administrator shall: (i) agree to any amendment pursuant
        to
        Section 2.8 or Section 11.1 which requires the consent of the Certificateholders
        or that has a material adverse effect on the Certificate Insurer; or (ii)
        undertake any litigation pursuant to Section 8.2(a)(iii) at the request or
        direction of the Certificateholders, without the prior written consent of
        the
        Certificate Insurer which consent shall not be unreasonably withheld or delayed;
        provided, however, nothing contained herein shall prohibit or prevent the
        Trustee and the Securities Administrator from defending itself or the Trust
        Fund
        or taking any action related thereto.

       

      Section
        12.3  Trust
        Fund and Accounts Held for Benefit of Certificate Insurer.

       

      The
        Trustee shall hold the Trust Fund and the Mortgage Files for the benefit
        of the
        Certificateholders and the Certificate Insurer and all references in this
        Agreement (including, without limitation, in Sections 2.1 and 2.2) and in
        the
        Certificates to the benefit of Holders of the Certificates shall be deemed
        to
        include the Certificate Insurer. 

       

      The
        Master Servicer hereby acknowledges and agrees that it shall master service
        and
        administer the related Loans and any REO Properties, and the Securities
        Administrator hereby acknowledges and agrees that it shall maintain the
        Distribution Account, for the benefit of the Certificateholders and for the
        benefit of the Certificate Insurer, and all references in this Agreement
        (including, without limitation, in Section 3.1) to the benefit of or actions
        on
        behalf of the Certificateholders shall be deemed to include the Certificate
        Insurer. Unless a Certificate Insurer Default has occurred and is continuing,
        neither the Master Servicer nor the Depositor shall undertake any litigation
        pursuant to Section 6.3 (other than litigation to enforce their respective
        rights hereunder or defend themselves against claims made against them) without
        the prior consent of the Certificate Insurer (which consent shall not be
        unreasonably withheld or delayed).

       

      Section
        12.4  Claims
        Upon the Policy; Policy Payments Account. 

       

      (a)  If,
        at or
        before 12:00 p.m., New York time, on the second Business Day prior to a
        Distribution Date, the Securities Administrator determines that the Available
        Distribution Amount for such Distribution Date distributable to the Holders
        of
        the Insured Certificates pursuant to Section 4.01 will be insufficient to
        pay
        the Guaranteed Distributions on such Distribution Date, the Securities
        Administrator shall determine the amount of any such deficiency and shall
        give
        notice to the Certificate Insurer and the Fiscal Agent (as defined in the
        Policy), if any, by telephone, electronic mail or telecopy of the amount
        of such
        deficiency. Such notice of such Guaranteed Distribution shall be confirmed
        in
        writing in the form set forth as Exhibit A to the Endorsement to the Policy,
        to
        the Certificate Insurer at or before 2:00 p.m. New York time on the second
        Business Day prior to such Distribution Date. Following Receipt (as defined
        in
        the Policy) by the Certificate Insurer of such notice in such form, the
        Certificate Insurer will pay any amount payable under the Policy on the later
        to
        occur of (i) 12:00 noon New York time on the second Business Day following
        such
        receipt and (ii) 12:00 noon New York time on the Distribution Date to which
        such
        claims relates, as provided in the Endorsement to the Policy.

       

      (b)  The
        Trustee hereby appoints the Securities Administrator as its agent in connection
        with the receipt and distribution of all amounts required to be paid by the
        Certificate Insurer under the Policy and the providing of any notices required
        to be provided thereunder. The Securities Administrator shall establish a
        segregated non-interest bearing trust account for the benefit of Holders
        of the
        Insured Certificates and the Certificate Insurer referred to herein as the
        “Policy Payments Account” over which the Securities Administrator shall have
        exclusive control and sole right of withdrawal. The Securities Administrator
        shall deposit any amount paid under the Policy in the Policy Payments Account
        and distribute such amount only for purposes of payment to Holders of Insured
        Certificates of the Guaranteed Distribution or any amount in respect of a
        Preference Claim (as defined in the Policy) for which a claim under the Policy
        was made, and such amount may not be applied to satisfy any costs, expenses
        or
        liabilities of the Master Servicer, the Securities Administrator, the Trustee
        or
        the Trust Fund. Amounts paid under the Policy shall be transferred to the
        Distribution Account in accordance with the next succeeding paragraph and
        disbursed by the Securities Administrator to Holders of Insured Certificates
        in
        accordance with Section 4.1 (or, in the case of an amount in respect of a
        Preference Claim, to the related Holders of Insured Certificates as contemplated
        in Section 12.4(d)). It shall not be necessary for such payments to be made
        by
        checks or wire transfers separate from the checks or wire transfers used
        to pay
        the other distributions to be made to such Holders pursuant to Section 4.1.
        However, the amount of any payment of principal of or interest on the Insured
        Certificates to be paid from funds transferred from the Policy Payments Account
        shall be noted as provided in paragraph (c) below in the Certificate Register
        and in the statement to be furnished to Holders of the Insured Certificates
        pursuant to Section 4.3. Funds held in the Policy Payments Account shall
        not be
        invested.

       

      (c)  On
        any
        Distribution Date with respect to which a claim has been made under the Policy,
        the amount of any funds received by the Securities Administrator as a result
        of
        any claim under the Policy, to the extent required to pay the Guaranteed
        Distributions on such Distribution Date, shall be withdrawn from the Policy
        Payments Account and deposited in the Distribution Account and applied by
        the
        Securities Administrator, directly to the payment in full of the Guaranteed
        Distributions due on the Insured Certificates. Funds received by the Securities
        Administrator as a result of any claim under the Policy shall be deposited
        by
        the Securities Administrator in the Policy Payments Account and used solely
        for
        payment to the Holders of the Insured Certificates and may not be applied
        to
        satisfy any costs, expenses or liabilities of the Master Servicer, the
        Securities Administrator, the Trustee or the Trust Fund. Any funds remaining
        in
        the Policy Payments Account on the first Business Day following a Distribution
        Date shall be remitted to the Certificate Insurer, pursuant (and subject
        to
        receipt of) to the instructions of the Certificate Insurer, by the end of
        such
        Business Day.

       

      (d)  The
        Securities Administrator shall keep complete and accurate records in respect
        of
        (i) all funds remitted to it by the Certificate Insurer and (ii) the allocation
        of such funds to (A) payments of interest on and principal in respect of
        any
        Insured Certificates, (B) Realized Losses allocated to the Insured Certificates
        and (C) the amount of funds available to make distributions on the Insured
        Certificates pursuant to Section 4.01. The Certificate Insurer shall have
        the
        right to inspect such records at reasonable times during normal business
        hours
        upon three Business Days’ prior notice to the Securities
        Administrator.

       

      (e)  The
        Securities Administrator shall promptly notify the Certificate Insurer of:
        (A)
        the commencement of any proceeding of which a Responsible Officer of the
        Securities Administrator has actual knowledge by or against the Depositor
        commenced under the United States bankruptcy code or any other applicable
        bankruptcy, insolvency, receivership, rehabilitation or similar law (an
“Insolvency Proceeding”) and (B) the making of any claim of which a Responsible
        Officer of the Securities Administrator has actual knowledge in connection
        with
        any Insolvency Proceeding seeking the avoidance as a preferential transfer
        (a
“Preference Claim”) of any distribution made with respect to the Insured
        Certificates. Each Holder of an Insured Certificate, by its purchase of such
        Certificate, the Master Servicer, the Securities Administrator and the Trustee
        hereby agree that the Certificate Insurer (so long as no Certificate Insurer
        Default has occurred and is continuing) may at any time during the continuation
        of any proceeding relating to a Preference Claim direct all matters relating
        to
        such Preference Claim, including, without limitation, (i) the direction of
        any
        appeal of any order relating to such Preference Claim and (ii) the posting
        of
        any surety, supersedeas or performance bond pending any such appeal. In addition
        and without limitation of the foregoing, the Certificate Insurer shall be
        subrogated to the rights, if any, of the Master Servicer, Securities
        Administrator, the Trustee and each Holder of an Insured Certificate in the
        conduct of any such Preference Claim, including, without limitation, all
        rights
        of any party to an adversary proceeding action with respect to any court
        order
        issued in connection with any such Preference Claim.

       

      (f)  The
        Trustee and the Securities Administrator each acknowledge, and each Holder
        of an
        Insured Certificate by its acceptance of the Insured Certificate agrees,
        that,
        without the need for any further action on the part of the Certificate Insurer
        or the Trustee, to the extent the Certificate Insurer makes payments, directly
        or indirectly, on account of principal of or interest on any Insured
        Certificates, the Certificate Insurer will be fully subrogated to the rights
        of
        the Holders of such Insured Certificates to receive such principal and interest
        from the Trust Fund. The Holders of the Insured Certificates, by acceptance
        of
        the Insured Certificates, assign their rights as Holders of the Insured
        Certificates to the extent of the Certificate Insurer’s interest with respect to
        amounts paid under the Policy. Anything herein to the contrary notwithstanding,
        solely for purposes of determining the Certificate Insurer’s rights, as
        applicable, as subrogee for payments distributable pursuant to Section 4.01,
        any
        payment with respect to distributions to the Insured Certificates which is
        made
        with funds received pursuant to the terms of the Policy, shall not be considered
        payment of the Insured Certificates from the Trust Fund and shall not result
        in
        the distribution or the provision for the distribution in reduction of the
        Class
        Certificate Balance of the Insured Certificates within the meaning of Article
        IV.

       

      (g)  Upon
        its
        becoming aware of the occurrence of an Event of Default, the Securities
        Administrator shall promptly notify the Certificate Insurer of such Event
        of
        Default. The Trustee, the Depositor, the Master Servicer and the Securities
        Administrator shall cooperate in all respects with any reasonable request
        by the
        Certificate Insurer for action to preserve or enforce the Certificate Insurer’s
        rights or interests under this Agreement without limiting the rights or
        affecting the interests of the Holders as otherwise set forth
        herein.

       

      (h)  The
        Master Servicer shall designate a contact person who shall be available within
        a
        reasonable period of time to the Certificate Insurer to provide reasonable
        access to information regarding the Loans.

       

      (i)  The
        Trustee shall surrender the Policy to the Certificate Insurer for cancellation
        upon the reduction of the Certificate Principal Balance of the Insured
        Certificates to zero.

       

      (j)  For
        so
        long as there is no continuing default by the Certificate Insurer under its
        obligations under the Policy (a “ Certificate Insurer Default”), each Holder of
        a Insured Certificate agrees that the Certificate Insurer shall be treated
        by
        the Depositor, the Master Servicer, the Securities Administrator and the
        Trustee
        as if the Certificate Insurer were the Holder of all of the Insured Certificates
        for the purpose (and solely for the purpose) of the giving of any consent,
        the
        making of any direction or the exercise of any voting or other control rights
        otherwise given to the Holders of the Insured Certificates
        hereunder.

       

      (k)  With
        respect to this Article XII, (i) the terms “Receipt” and “Received” shall mean
        actual delivery to the Certificate Insurer and the Fiscal Agent, if any,
        if any,
        prior to 12:00 noon, New York City time, on a Business Day; delivery either
        on a
        day that is not a Business Day or after 12:00 noon, New York City time, shall
        be
        deemed to be Received on the next succeeding Business Day. If any notice
        or
        certificate given under the Policy by the Securities Administrator is not
        in
        proper form or is not properly completed, executed or delivered, or contains
        any
        misstatement, it shall be deemed not to have been Received. The Certificate
        Insurer or its Fiscal Agent, if any, shall promptly so advise the Securities
        Administrator and the Securities Administrator may submit an amended notice
        and
        (ii) “Business Day” means any day other than (A) a Saturday or Sunday or (B) a
        day on which the Certificate Insurer or banking institutions in the City
        of New
        York, New York, or the city in which the Corporate Trust Office of the
        Securities Administrator is located, are authorized or obligated by law or
        executive order to be closed.

       

      (l)  Under
        the
        terms of the Policy, Guaranteed Distributions will not include, and the Policy
        will not cover interest shortfalls due to any Prepayment Interest Shortfalls,
        Relief Act Interest Shortfalls, Net WAC Rate Carryover Amounts or any taxes,
        withholding or other charges imposed by any governmental authority.

       

      (m)  The
        Trustee designates, appoints, authorizes and directs the Securities
        Administrator to deliver on behalf of the Trustee the notices in accordance
        with
        Section 12.4 (a) and to make, on behalf of and with full power to bind the
        Trustee, any of the agreements or covenants of the Trustee contained therein.
        To
        the extent necessary, this Agreement shall constitute an irrevocable limited
        power of attorney, coupled with an interest, from the Trustee to the Securities
        Administrator, to accomplish the foregoing.

       

      Section
        12.5  Effect
        of Payments by Certificate Insurer; Subrogation. 

       

      Anything
        herein to the contrary notwithstanding, any payment with respect to principal
        of
        or interest on any Insured Certificate which is made with moneys received
        pursuant to the terms of the Policy shall not be considered payment of such
        Insured Certificate from the Trust Fund and shall not result in the payment
        of
        or the provision for the payment of the principal of or interest on such
        Insured
        Certificate within the meaning of Section 4.1. The Depositor, the Master
        Servicer, Securities Administrator and the Trustee each acknowledge, and
        each
        Holder of an Insured Certificate by its acceptance of a such Certificate
        agrees,
        that without the need for any further action on the part of the Certificate
        Insurer, the Depositor, the Master Servicer, Securities Administrator or
        the
        Trustee (i) to the extent the Certificate Insurer makes payments, directly
        or
        indirectly, on account of principal of or interest on any Insured Certificate
        to
        the Holder of such Certificate, the Certificate Insurer will be fully subrogated
        to the rights of such Holder to receive such principal and interest from
        the
        Trust Fund and (ii) the Certificate Insurer shall be paid such principal
        and
        interest but only from the sources and in the manner provided herein for
        the
        payment of such principal and interest.

       

      The
        Trustee, the Securities Administrator and the Master Servicer shall cooperate
        in
        all respects with any reasonable request by the Certificate Insurer for action
        to preserve or enforce the Certificate Insurer’s rights or interests under this
        Agreement without limiting the rights or affecting the interests of the Holders
        as otherwise set forth herein; provided, however, that neither the Trustee
        nor
        the Securities Administrator shall be under any obligation to institute,
        conduct
        or defend any litigation hereunder or in relation hereto at the request,
        direction or order of the Certificate Insurer pursuant to the provisions
        of this
        Agreement, unless the Certificate Insurer shall have offered to the Trustee
        or
        the Securities Administrator, as applicable, reasonable security or indemnity
        satisfactory to it against the costs, expenses and liabilities which may
        be
        incurred therein or thereby.

       

      Section
        12.6  Notices
        to Certificate Insurer. 

       

      All
        notices, statements, reports, certificates or opinions required by this
        Agreement to be sent to the Certificateholders shall also be sent to the
        Certificate Insurer.

       

      Section
        12.7  Third
        Party Beneficiary. 

       

      The
        Certificate Insurer shall be deemed a third-party beneficiary of this Agreement
        to the same extent as if it were a party hereto, and shall have the right
        to
        enforce the provisions of this Agreement.

       

      Section
        12.8  Trustee
        to Hold the Policy.

       

      The
        Trustee shall hold the Policy in trust as agent for the Holders of the Insured
        Certificates for the purpose of making claims thereon and distributing the
        proceeds thereof. Upon the later of (i) the date upon which the Certificate
        Principal Balance of the Insured Certificates has been reduced to zero and
        all
        Guaranteed Distributions have been made and (ii) the date the Term of This
        Policy (as defined in the Policy) ends, the Trustee shall surrender the Policy
        to the Certificate Insurer for cancellation. Neither the Policy nor the amounts
        paid on the Policy will constitute part of the Trust Fund or assets of any
        Trust
        REMIC created by this Agreement. Each Holder of an Insured Certificate, by
        accepting its Insured Certificate, appoints the Trustee as attorney-in-fact
        for
        the purpose of making claims on the Policy.

       

      Section
        12.9  Termination
        of Certain of Certificate Insurer’s Rights.

       

      Notwithstanding
        anything to the contrary anywhere in this Agreement, all rights of the
        Certificate Insurer, except in the case of any right to indemnification
        hereunder, shall permanently cease to be operable upon the latest to occur
        of
        (A) the date upon which the Certificate Principal Balance of each Insured
        Certificate has been reduced to zero and all Guaranteed Distributions (as
        defined in the Policy) have been made, (B) the date the Term of This Policy
        (as
        defined in the Policy) ends and (C) the payment in full to the Certificate
        Insurer of all amounts paid under the Policy plus interest at the Late Payment
        Rate thereon from the date such payment was made, and any other amounts owing
        to
        the Certificate Insurer under this Agreement.

       

      


       

      [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK]

       

      


       

      

        

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      IN
        WITNESS WHEREOF, the Depositor, the Master Servicer, the Securities
        Administrator and the Trustee have caused their names to be signed hereto
        by
        their respective officers thereunto duly authorized, all as of the day and
        year
        first above written.

       

      


       

      DEUTSCHE
        ALT-A SECURITIES, INC.,

      as
        Depositor

       

      By_______________________________________

      Name: 

      Its: 

       

      By_______________________________________

      Name: 

      Its: 

       

      


       

      WELLS
        FARGO BANK,

      N.A.,

      as
        Master
        Servicer and Securities Administrator

       

      By_______________________________________

      Name: 

      Its: 

       

      


       

      HSBC
        BANK
        USA, NATIONAL ASSOCIATION not in its individual capacity but solely as
        Trustee

       

      By_______________________________________

      Name: 

      Its: 

       

      


       

      


      


      With
        Respect to Sections 6.7, 6.8 and 6.9:

      


      THE
        MURRAYHILL COMPANY

      


      


      By:____________________________________

      Name:

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                STATE
                  OF_____________

              	
                )

              	 
	 	
                )

              	
                ss.:

              
	
                COUNTY
                  OF___________

              	
                )

              	 


      

      


       

      On
        the
        ___ day of January 2006, before me, a notary public in and for said State,
        personally appeared _____________________ known to me to be a
        _____________________ of Deutsche Alt-A Securities, Inc., one of the
        corporations that executed the within instrument, and also known to me to
        be the
        person who executed it on behalf of said corporation, and acknowledged to
        me
        that such corporation executed the within instrument.

       

      IN
        WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
        the
        day and year in this certificate first above written.

       

      


      Notary
        Public

       

      [Notarial
        Seal] 


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                STATE
                  OF_____________

              	
                )

              	 
	 	
                )

              	
                ss.:

              
	
                COUNTY
                  OF___________

              	
                )

              	 


      

      


       

      On
        the
        ___ day of January 2006, before me, a notary public in and for said State,
        personally appeared _____________________ known to me to be a
        _____________________ of Deutsche Alt-A Securities, Inc ., one of the
        corporations that executed the within instrument, and also known to me to
        be the
        person who executed it on behalf of said corporation, and acknowledged to
        me
        that such corporation executed the within instrument.

       

      IN
        WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
        the
        day and year in this certificate first above written.

       

      


      Notary
        Public

       

      [Notarial
        Seal] 


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                STATE
                  OF_____________

              	
                )

              	 
	 	
                )

              	
                ss.:

              
	
                COUNTY
                  OF___________

              	
                )

              	 


      

      


       

      On
        the __
        day of January 2006, before me, a notary public in and for said State,
        personally appeared ___________________________ known to me to be a
        ____________________ of Wells Fargo Bank, N.A., one of the corporations that
        executed the within instrument, and also known to me to be the person who
        executed it on behalf of said corporation, and acknowledged to me that such
        corporation executed the within instrument.

       

      IN
        WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
        the
        day and year in this certificate first above written.

       

      


      Notary
        Public

       

      [Notarial
        Seal] 


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                STATE
                  OF_____________

              	
                )

              	 
	 	
                )

              	
                ss.:

              
	
                COUNTY
                  OF___________

              	
                )

              	 


      

      


       

      On
        the
        ___ day of January 2006, before me, a notary public in and for said State,
        personally appeared _______________ known to me to be a _______________ of
        HSBC
        Bank USA, National Association, one of the corporations that executed the
        within
        instrument, and also known to me to be the person who executed it on behalf
        of
        said corporation, and acknowledged to me that such corporation executed the
        within instrument.

       

      IN
        WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
        the
        day and year in this certificate first above written.

       

      


      Notary
        Public

       

      [Notarial
        Seal] 

       

      


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A-1

     

    FORM
      OF
      CLASS A-[1-A][1-B][1-C][2-A][2-B][2-C][2-D] CERTIFICATE

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
      AS
      AMENDED (THE “CODE”).

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY TO THE DEPOSITOR 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 REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
      TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
      IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

     

    THE
      CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
      PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO AS DESCRIBED
      IN
      THE AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE
      OF
      THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL
      BE
      DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE
      MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES
      ADMINISTRATOR NAMED HEREIN.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              DBALT
                Series 2006-AB1, Class
                A-[1-A][1-B][1-C][2-A][2-B][2-C][2-D]

            	 	
              Aggregate
                Certificate Principal Balance of the Class
                A-[1-A][1-B][1-C][2-A][2-B][2-C][2-D] Certificates as of the Issue
                Date:
                $______________

            
	
              Pass-Through
                Rate: Fixed

            	 	
              Denomination:
                $______________

            
	
              Date
                of Pooling and Servicing Agreement and Cut-Off Date: January 1,
                2006

            	 	
              Master
                Servicer: Wells Fargo Bank, N.A.

            
	
              First
                Distribution Date: February 25, 2006

            	 	
              Trustee:
                HSBC Bank USA, National Association

            
	
              No.
                1

            	 	
              Issue
                Date: January 31, 2006

            
	 	 	
              CUSIP:
                ______________

            
	 	 	 


    

    


    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

     

    DEUTSCHE
      ALT-B SECURITIES MORTGAGE LOAN TRUST, SERIES 2006-AB1

     

    MORTGAGE
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a fractional undivided interest in the distributions allocable to the Class
      A-[1-A][1-B][1-C][2-A][2-B][2-C][2-D] Certificates with respect to a trust
      fund
      generally consisting of a pool of conventional one- to four-family fixed-rate
      mortgage loans (the “Mortgage Loans”) secured by one- to four- family
      residences, units in planned unit developments and individual condominium units
      (the “Trust Fund”) sold by DEUTSCHE ALT-A SECURITIES, INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN DEUTSCHE ALT-A
      SECURITIES, INC., THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR, THE
      TRUSTEE, ANY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
      CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
      OR
      INSTRUMENTALITY OF THE UNITED STATES.

     

    This
      certifies that Cede & Co. is the registered owner of the Percentage Interest
      evidenced hereby in the beneficial ownership interest of Certificates of the
      same Class as this Certificate in certain assets of the Trust Fund generally
      consisting of the Mortgage Loans and related assets sold by Deutsche Alt-A
      Securities, Inc. (the “Depositor”). This Certificate is primarily backed by the
      Mortgage Loans sold by DB Structured Products, Inc. to the Depositor. Wells
      Fargo Bank, N.A. will act as master servicer of the Mortgage Loans (the “Master
      Servicer”, which term includes any successors thereto under the Agreement
      referred to below). The Trust Fund was created pursuant to the Pooling and
      Servicing Agreement dated as of the Cut-Off Date specified above (the
“Agreement”), among the Depositor, Wells Fargo Bank, N.A., as Master Servicer
      and securities administrator (the “Securities Administrator”) and HSBC Bank USA,
      National Association as trustee (the “Trustee”), a summary of certain of the
      pertinent provisions of which is set forth hereafter. To the extent not defined
      herein, capitalized terms used herein shall have the meaning ascribed to them
      in
      the Agreement. This Certificate is issued under and is subject to the terms,
      provisions and conditions of the Agreement, to which Agreement the Holder of
      this Certificate by virtue of its acceptance hereof assents and by which such
      Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following such 25th
      day (a
“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 Business Day of the month immediately preceding the month
      in which such Distribution Date occurs] [FOR A-1-B: the
      Business Day preceding the related Distribution Date]
      (the
“Record Date”), in an amount equal to the product of the Percentage Interest
      evidenced by this Certificate and the amount required to be distributed to
      the
      Holders of Class A-[1-A][1-B][1-C][2-A][2-B][2-C][2-D] Certificates on such
      Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Securities Administrator by wire transfer in
      immediately available funds to the account of the Person entitled thereto if
      such Person shall have so notified the Securities Administrator in writing
      at
      least five Business Days prior to the Record Date immediately prior to such
      Distribution Date and is the registered owner of Class
      A-[1-A][1-B][1-C][2-A][2-B][2-C][2-D] Certificates or otherwise by check mailed
      by first class mail 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
      Securities Administrator of the pendency of such distribution and only upon
      presentation and surrender of this Certificate at the office or agency appointed
      by the Securities Administrator for that purpose as provided in the
      Agreement.

     

    The
      Pass
      Through Rate with respect to the first Distribution Date is equal to ______%
      per
      annum and with respect to any Distribution Date thereafter shall be a rate
      per
      annum equal to the lesser of (i) ______% and (ii) the Net WAC Pass-Through
      Rate
      for the Distribution Date.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      a
      Mortgage Pass-Through Certificate of the Series specified on the face hereof
      (herein called the “Certificates”) and represents a Percentage Interest in the
      Class of Certificates specified on the face hereof equal to the denomination
      specified on the face hereof divided by the aggregate Certificate Principal
      Balance of the Class of Certificates specified on the face hereof. The
      Certificates, in the aggregate, evidence the entire beneficial ownership
      interest in the Trust Fund formed pursuant to the Agreement.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans and certain other assets of the Trust
      Fund, all as more specifically set forth herein and in the Agreement. As
      provided in the Agreement, withdrawals from the Protected Accounts and the
      Distribution Account may be made from time to time for purposes other than
      distributions to Certificateholders, such purposes including reimbursement
      of
      advances made, or certain expenses incurred, with respect to the Mortgage Loans.
      

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Trustee, the Securities Administrator and the rights of
      the
      Certificateholders under the Agreement at any time by the Depositor, the Master
      Servicer, the Trustee and the Securities Administrator with the consent of
      the
      Holders of Certificates evidencing, in the aggregate, not less than 66-2/3%
      Percentage Interests of all Certificates and the consent of the Certificate
      Insurer. 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 Agreement also permits the amendment thereof, in certain
      limited circumstances, without the consent of the Holders of any of the
      Certificates or the Certificate Insurer.

     

    As
      provided in the 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 offices or
      agencies appointed by the Securities Administrator as provided in the Agreement,
      duly endorsed by, or accompanied by an assignment in the form below or other
      written instrument of transfer in form satisfactory to the Securities
      Administrator duly executed by, the Holder hereof or such Holder’s attorney duly
      authorized in writing, and thereupon one or more new Certificates of the same
      Class in authorized denominations evidencing the same aggregate Percentage
      Interest will be issued to the designated transferee or
      transferees.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same.

     

    No
      service charge will be made for any such registration of transfer or exchange
      of
      Certificates, but the Securities Administrator may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    The
      Depositor, the Master Servicer, the Trustee, the Securities Administrator and
      any agent of the Depositor, the Master Servicer, the Trustee or the Securities
      Administrator may treat the Person in whose name this Certificate is registered
      as the owner hereof for all purposes, and none of the Depositor, the Master
      Servicer, the Trustee or the Securities Administrator nor any such agent shall
      be affected by notice to the contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Securities Administrator and required to be paid to them pursuant to the
      Agreement following the earlier of (i) the final payment or other liquidation
      (or any advance with respect thereto) of the last Mortgage Loan remaining in
      the
      Trust Fund and (ii) the purchase by the party designated in the Agreement at
      a
      price determined as provided in the Agreement of all the Mortgage Loans and
      all
      property acquired in respect of such Mortgage Loans. The Agreement permits,
      but
      does not require, the party designated in the Agreement to purchase all the
      Mortgage Loans and all property acquired in respect of any Mortgage Loan at
      a
      price determined as provided in the Agreement. The exercise of such right will
      effect early retirement of the Certificates; however, such right to purchase
      is
      subject to the aggregate Scheduled Principal Balance of the Mortgage Loans
      and
      the fair market value of each REO Property remaining in the Trust Fund at the
      time of purchase being less than or equal to 10% of the aggregate Scheduled
      Principal Balance of the Initial Mortgage Loans as of the Cut-Off Date plus
      the
      Original Pre-Funded Amount.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      neither the Trustee nor the Securities Administrator assumes any responsibility
      for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Securities
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    IN
      WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
      be
      duly executed.

     

    Dated:

    

      
        	 	
                WELLS
                  FARGO BANK, N.A.

                as
                  Securities Administrator

              
	 	 	 
	 	
                By:

              	 
	 	
                 

              	
                Authorized
                  Officer

              


      

      

 

    

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class A-[1-A][1-B][1-C][2-A][2-B][2-C][2-D] Certificates referred
      to
      in the within-mentioned Agreement.

     

    WELLS
      FARGO BANK, N.A.

     

    as
      Securities Administrator

    

      
        	 	
                WELLS
                  FARGO BANK, N.A.

                as
                  Securities Administrator

              
	 	 	 
	 	
                By:

              	 
	 	
                 

              	
                Authorized
                  Officer

              


      

      



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



    

    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN 

              ACT
                -

            	
                   Custodian      

              (Cust)
                (Minor)

              under
                Uniform Gifts 

              to
                Minors Act

            
	
              TEN
                ENT -

            	
              as
                tenants by the entireties

            	 	
              ________________

              (State)

            
	
              JT
                TEN -

            	
              as
                joint tenants with right 

              if
                survivorship and not as 

              tenants
                in common

            	 	 
	 	 	 	 
	
              Additional
                abbreviations may also be used though not in the above
                list.

            


    

    


    ASSIGNMENT

    
 

    
      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        

       

      
        	 


      

      (Please
        print or typewrite name, address including postal zip code, and Taxpayer
        Identification Number of assignee)

       

      a
        Percentage Interest equal to____% evidenced by the within Asset-Backed
        Pass-Through Certificate and hereby authorize(s) the registration of transfer
        of
        such interest to assignee on the Certificate Register of the Trust
        Fund.

       

      
        	 


      

      


       

      I
        (we)
        further direct the Certificate Registrar to issue a new Certificate of a
        like
        Percentage Interest and Class to the above named assignee and deliver such
        Certificate to the following address:

      
 

      
        	
                Dated:

              	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      to
      _______________________________________________________________ for the account
      of ______________________________________________________________, account
      number ____________________, or, if mailed by check, to _______________________
      _____________________________________________________________________________.
      Applicable statements should be mailed to
      _______________________________________
      _____________________________________________________________________________.
      This information is provided by
      __________________________________________________, the assignee named above,
      or
      _______________________________________, as its agent.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    EXHIBIT
      A-2

     

    FORM
      OF
      CLASS A-[3][4] CERTIFICATE

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
      AS
      AMENDED (THE “CODE”).

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY TO THE DEPOSITOR 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 REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
      TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
      IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

     

    THE
      CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
      PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO AS DESCRIBED
      IN
      THE AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE
      OF
      THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL
      BE
      DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE
      MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES
      ADMINISTRATOR NAMED HEREIN.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              DBALT
                Series 2006-AB1, Class A-[3][4]

            	 	
              Aggregate
                Certificate Principal Balance of the Class A-[3][4] Certificates
                as of the
                Issue Date: $____________ 

            
	
              Pass-Through
                Rate: Fixed

            	 	
              Denomination:
                $___________ 

            
	
              Date
                of Pooling and Servicing Agreement and Cut-Off Date: January 1,
                2006

            	 	
              Master
                Servicer: Wells Fargo Bank, N.A.

            
	
              First
                Distribution Date: February 25, 2006

            	 	
              Trustee:
                HSBC Bank USA, National Association

            
	
              No.
                1

            	 	
              Issue
                Date: January 31, 2006

            
	 	 	
              CUSIP:
                __________

            
	 	 	 


    

    


    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

     

    DEUTSCHE
      ALT-B SECURITIES MORTGAGE LOAN TRUST, SERIES 2006-AB1

    MORTGAGE
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a fractional undivided interest in the distributions allocable to the Class
      A-[3][4] Certificates with respect to a trust fund generally consisting of
      a
      pool of conventional one- to four-family fixed-rate mortgage loans (the
“Mortgage Loans”) secured by one- to four- family residences, units in planned
      unit developments and individual condominium units (the “Trust Fund”) sold by
      DEUTSCHE ALT-A SECURITIES, INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN DEUTSCHE ALT-A
      SECURITIES, INC., THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR, THE
      TRUSTEE, ANY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
      CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
      OR
      INSTRUMENTALITY OF THE UNITED STATES.

     

    This
      certifies that Cede & Co. is the registered owner of the Percentage Interest
      evidenced hereby in the beneficial ownership interest of Certificates of the
      same Class as this Certificate in certain assets of the Trust Fund generally
      consisting of the Mortgage Loans and related assets sold by Deutsche Alt-A
      Securities, Inc. (the “Depositor”). This Certificate is primarily backed by the
      Mortgage Loans sold by DB Structured Products, Inc. to the Depositor. Wells
      Fargo Bank, N.A. will act as master servicer of the Mortgage Loans (the “Master
      Servicer”, which term includes any successors thereto under the Agreement
      referred to below). The Trust Fund was created pursuant to the Pooling and
      Servicing Agreement dated as of the Cut-Off Date specified above (the
“Agreement”), among the Depositor, Wells Fargo Bank, N.A., as Master Servicer
      and securities administrator (the “Securities Administrator”) and HSBC Bank USA,
      National Association as trustee (the “Trustee”), a summary of certain of the
      pertinent provisions of which is set forth hereafter. To the extent not defined
      herein, capitalized terms used herein shall have the meaning ascribed to them
      in
      the Agreement. This Certificate is issued under and is subject to the terms,
      provisions and conditions of the Agreement, to which Agreement the Holder of
      this Certificate by virtue of its acceptance hereof assents and by which such
      Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following such 25th
      day (a
“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 Business Day of the month immediately preceding the month
      in which such Distribution Date occurs (the “Record Date”), in an amount equal
      to the product of the Percentage Interest evidenced by this Certificate and
      the
      amount required to be distributed to the Holders of Class A-3 Certificates
      on
      such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Securities Administrator by wire transfer in
      immediately available funds to the account of the Person entitled thereto if
      such Person shall have so notified the Securities Administrator in writing
      at
      least five Business Days prior to the Record Date immediately prior to such
      Distribution Date and is the registered owner of Class A-[3][4] Certificates
      or
      otherwise by check mailed by first class mail 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 Securities Administrator of the pendency
      of
      such distribution and only upon presentation and surrender of this Certificate
      at the office or agency appointed by the Securities Administrator for that
      purpose as provided in the Agreement.

     

    The
      Pass
      Through Rate with respect to the first Distribution Date is equal to _________%
      per annum and with respect to any Distribution Date thereafter shall be a rate
      per annum equal to the lesser of (i) ________% in the case of each Distribution
      Date through and including the Optional Termination Date or ________% in the
      case of any Distribution Date thereafter and (ii) the Net WAC Pass-Through
      Rate
      for the Distribution Date.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      a
      Mortgage Pass-Through Certificate of the Series specified on the face hereof
      (herein called the “Certificates”) and represents a Percentage Interest in the
      Class of Certificates specified on the face hereof equal to the denomination
      specified on the face hereof divided by the aggregate Certificate Principal
      Balance of the Class of Certificates specified on the face hereof. The
      Certificates, in the aggregate, evidence the entire beneficial ownership
      interest in the Trust Fund formed pursuant to the Agreement.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans and certain other assets of the Trust
      Fund, all as more specifically set forth herein and in the Agreement. As
      provided in the Agreement, withdrawals from the Protected Accounts and the
      Distribution Account may be made from time to time for purposes other than
      distributions to Certificateholders, such purposes including reimbursement
      of
      advances made, or certain expenses incurred, with respect to the Mortgage Loans.
      

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Trustee, the Securities Administrator and the rights of
      the
      Certificateholders under the Agreement at any time by the Depositor, the Master
      Servicer, the Trustee and the Securities Administrator with the consent of
      the
      Holders of Certificates evidencing, in the aggregate, not less than 66-2/3%
      Percentage Interests of all Certificates and the consent of the Certificate
      Insurer. 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 Agreement also permits the amendment thereof, in certain
      limited circumstances, without the consent of the Holders of any of the
      Certificates or the Certificate Insurer.

     

    As
      provided in the 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 offices or
      agencies appointed by the Securities Administrator as provided in the Agreement,
      duly endorsed by, or accompanied by an assignment in the form below or other
      written instrument of transfer in form satisfactory to the Securities
      Administrator duly executed by, the Holder hereof or such Holder’s attorney duly
      authorized in writing, and thereupon one or more new Certificates of the same
      Class in authorized denominations evidencing the same aggregate Percentage
      Interest will be issued to the designated transferee or
      transferees.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same.

     

    No
      service charge will be made for any such registration of transfer or exchange
      of
      Certificates, but the Securities Administrator may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    The
      Depositor, the Master Servicer, the Trustee, the Securities Administrator and
      any agent of the Depositor, the Master Servicer, the Trustee or the Securities
      Administrator may treat the Person in whose name this Certificate is registered
      as the owner hereof for all purposes, and none of the Depositor, the Master
      Servicer, the Trustee or the Securities Administrator nor any such agent shall
      be affected by notice to the contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Securities Administrator and required to be paid to them pursuant to the
      Agreement following the earlier of (i) the final payment or other liquidation
      (or any advance with respect thereto) of the last Mortgage Loan remaining in
      the
      Trust Fund and (ii) the purchase by the party designated in the Agreement at
      a
      price determined as provided in the Agreement of all the Mortgage Loans and
      all
      property acquired in respect of such Mortgage Loans. The Agreement permits,
      but
      does not require, the party designated in the Agreement to purchase all the
      Mortgage Loans and all property acquired in respect of any Mortgage Loan at
      a
      price determined as provided in the Agreement. The exercise of such right will
      effect early retirement of the Certificates; however, such right to purchase
      is
      subject to the aggregate Scheduled Principal Balance of the Mortgage Loans
      and
      the fair market value of each REO Property remaining in the Trust Fund at the
      time of purchase being less than or equal to 10% of the aggregate Scheduled
      Principal Balance of the Initial Mortgage Loans as of the Cut-Off Date plus
      the
      Original Pre-Funded Amount.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      neither the Trustee nor the Securities Administrator assumes any responsibility
      for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Securities
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

     

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      




    IN
      WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
      be
      duly executed.

     

    Dated:

     

    

      
        	 	
                WELLS
                  FARGO BANK, N.A.

                as
                  Securities Administrator

              
	 	 	 
	 	
                By:

              	 
	 	
                 

              	
                Authorized
                  Officer

              


      

      

 

    

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class A-[3][4] Certificates referred to in the within-mentioned
      Agreement.

     

    

      
        	 	
                WELLS
                  FARGO BANK, N.A.

                as
                  Securities Administrator

              
	 	 	 
	 	
                By:

              	 
	 	
                 

              	
                Authorized
                  Officer

              


      

      
 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT -

            	
                   Custodian      

              (Cust)
                (Minor)

              under
                Uniform Gifts 

              to
                Minors Act

            
	
              TEN
                ENT -

            	
              as
                tenants by the entireties

            	 	
              ________________

              (State)

            
	
              JT
                TEN -

            	
              as
                joint tenants with right 

              if
                survivorship and not as 

              tenants
                in common

            	 	 
	 	 	 	 
	
              Additional
                abbreviations may also be used though not in the above
                list.

            


    

     

    
      ASSIGNMENT

      
 

      
        FOR
          VALUE
          RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
          

         

        
          	 


        

        (Please
          print or typewrite name, address including postal zip code, and Taxpayer
          Identification Number of assignee)

         

        a
          Percentage Interest equal to____% evidenced by the within Asset-Backed
          Pass-Through Certificate and hereby authorize(s) the registration of transfer
          of
          such interest to assignee on the Certificate Register of the Trust
          Fund.

         

        
          	 


        

        


         

        I
          (we)
          further direct the Certificate Registrar to issue a new Certificate of
          a like
          Percentage Interest and Class to the above named assignee and deliver such
          Certificate to the following address:

        
 

        
          	
                  Dated:

                	 
	 	
                  Signature
                    by or on behalf of assignor

                
	 	 
	 	 
	 	
                  Signature
                    Guaranteed

                


        

      

      



    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      to
      _______________________________________________________________ for the account
      of ______________________________________________________________, account
      number ____________________, or, if mailed by check, to _______________________
      _____________________________________________________________________________.
      Applicable statements should be mailed to
      _______________________________________
      _____________________________________________________________________________.
      This information is provided by
      __________________________________________________, the assignee named above,
      or
      _______________________________________, as its agent.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    EXHIBIT
      A-3

     

    FORM
      OF
      CLASS A-X-1 CERTIFICATE

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
      AS
      AMENDED (THE “CODE”).

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY TO THE DEPOSITOR 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 REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
      TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
      IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              DBALT
                Series 2006-AB1, Class A-X-1

            	 	
              Initial
                Notional Amount of the Class A-X-1 Certificates as of the Issue Date:
                $___________

            
	
              Pass-Through
                Rate: Variable

            	 	
              Denomination:
                $___________

            
	
              Date
                of Pooling and Servicing Agreement and Cut-Off Date: January 1,
                2006

            	 	
              Master
                Servicer: Wells Fargo Bank, N.A.

            
	
              First
                Distribution Date: February 25, 2006

            	 	
              Trustee:
                HSBC Bank USA, National Association

            
	
              No.
                1

            	 	
              Issue
                Date: January 31, 2006

            
	 	 	
              CUSIP:
                __________

            
	 	 	 


    

    


    DEUTSCHE
      ALT-B SECURITIES MORTGAGE LOAN TRUST, SERIES 2006-AB1

    MORTGAGE
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a fractional undivided interest in the distributions allocable to the Class
      A-X-1 Certificates with respect to a trust fund generally consisting of a pool
      of conventional one- to four-family fixed-rate mortgage loans (the “Mortgage
      Loans”) secured by one- to four- family residences, units in planned unit
      developments and individual condominium units (the “Trust Fund”) sold by
      DEUTSCHE ALT-A SECURITIES, INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN DEUTSCHE ALT-A
      SECURITIES, INC., THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR, THE
      TRUSTEE, ANY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
      CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
      OR
      INSTRUMENTALITY OF THE UNITED STATES.

     

    This
      certifies that Cede & Co. is the registered owner of the Percentage Interest
      evidenced hereby in the beneficial ownership interest of Certificates of the
      same Class as this Certificate in certain assets of the Trust Fund generally
      consisting of the Mortgage Loans and related assets sold by Deutsche Alt-A
      Securities, Inc. (the “Depositor”). This Certificate is primarily backed by the
      Mortgage Loans sold by DB Structured Products, Inc. to the Depositor. Wells
      Fargo Bank, N.A. will act as master servicer of the Mortgage Loans (the “Master
      Servicer”, which term includes any successors thereto under the Agreement
      referred to below). The Trust Fund was created pursuant to the Pooling and
      Servicing Agreement dated as of the Cut-Off Date specified above (the
“Agreement”), among the Depositor, Wells Fargo Bank, N.A., as Master Servicer
      and securities administrator (the “Securities Administrator”) and HSBC Bank USA,
      National Association as trustee (the “Trustee”), a summary of certain of the
      pertinent provisions of which is set forth hereafter. To the extent not defined
      herein, capitalized terms used herein shall have the meaning ascribed to them
      in
      the Agreement. This Certificate is issued under and is subject to the terms,
      provisions and conditions of the Agreement, to which Agreement the Holder of
      this Certificate by virtue of its acceptance hereof assents and by which such
      Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following such 25th
      day (a
“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 Business Day of the month immediately preceding the month
      in which such Distribution Date occurs (the “Record Date”), in an amount equal
      to the product of the Percentage Interest evidenced by this Certificate and
      the
      amount required to be distributed to the Holders of Class A-X-1 Certificates
      on
      such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Securities Administrator by wire transfer in
      immediately available funds to the account of the Person entitled thereto if
      such Person shall have so notified the Securities Administrator in writing
      at
      least five Business Days prior to the Record Date immediately prior to such
      Distribution Date and is the registered owner of Class A-X-1 Certificates or
      otherwise by check mailed by first class mail 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 Securities Administrator of the pendency
      of
      such distribution and only upon presentation and surrender of this Certificate
      at the office or agency appointed by the Securities Administrator for that
      purpose as provided in the Agreement.

     

    The
      Pass
      Through Rate with respect to the first Distribution Date is equal to 0.5623%
      per
      annum and with respect to any Distribution Date thereafter shall be a per annum
      rate equal to the excess, if any, of (i) the lesser of (a) 6.00% and (b) the
      related Net WAC Pass-Through Rate for the related Distribution Date over (ii)
      the weighted average of the Pass-Through Rates of the Class A-1-A, Class A-1-B
      and Class A-2-A Certificates for the related Distribution Date.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      a
      Mortgage Pass-Through Certificate of the Series specified on the face hereof
      (herein called the “Certificates”) and representing a Percentage Interest in the
      Class of Certificates specified on the face hereof equal to the denomination
      specified on the face hereof divided by the Initial Notional Amount of the
      Class
      of Certificates specified on the face hereof. The Certificates, in the
      aggregate, evidence the entire beneficial ownership interest in the Trust Fund
      formed pursuant to the Agreement.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans and certain other assets of the Trust
      Fund, all as more specifically set forth herein and in the Agreement. As
      provided in the Agreement, withdrawals from the Protected Accounts and the
      Distribution Account may be made from time to time for purposes other than
      distributions to Certificateholders, such purposes including reimbursement
      of
      advances made, or certain expenses incurred, with respect to the Mortgage Loans.
      

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Trustee, the Securities Administrator and the rights of
      the
      Certificateholders under the Agreement at any time by the Depositor, the Master
      Servicer, the Trustee and the Securities Administrator with the consent of
      the
      Holders of Certificates evidencing, in the aggregate, not less than 66-2/3%
      Percentage Interests of all Certificates and the consent of the Certificate
      Insurer. 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 Agreement also permits the amendment thereof, in certain
      limited circumstances, without the consent of the Holders of any of the
      Certificates or the Certificate Insurer.

     

    As
      provided in the 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 offices or
      agencies appointed by the Securities Administrator as provided in the Agreement,
      duly endorsed by, or accompanied by an assignment in the form below or other
      written instrument of transfer in form satisfactory to the Securities
      Administrator duly executed by, the Holder hereof or such Holder’s attorney duly
      authorized in writing, and thereupon one or more new Certificates of the same
      Class in authorized denominations evidencing the same aggregate Percentage
      Interest will be issued to the designated transferee or
      transferees.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same.

     

    No
      service charge will be made for any such registration of transfer or exchange
      of
      Certificates, but the Securities Administrator may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    The
      Depositor, the Master Servicer, the Trustee, the Securities Administrator and
      any agent of the Depositor, the Master Servicer, the Trustee or the Securities
      Administrator may treat the Person in whose name this Certificate is registered
      as the owner hereof for all purposes, and none of the Depositor, the Master
      Servicer, the Trustee or the Securities Administrator nor any such agent shall
      be affected by notice to the contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Securities Administrator and required to be paid to them pursuant to the
      Agreement following the earlier of (i) the final payment or other liquidation
      (or any advance with respect thereto) of the last Mortgage Loan remaining in
      the
      Trust Fund and (ii) the purchase by the party designated in the Agreement at
      a
      price determined as provided in the Agreement of all the Mortgage Loans and
      all
      property acquired in respect of such Mortgage Loans. The Agreement permits,
      but
      does not require, the party designated in the Agreement to purchase all the
      Mortgage Loans and all property acquired in respect of any Mortgage Loan at
      a
      price determined as provided in the Agreement. The exercise of such right will
      effect early retirement of the Certificates; however, such right to purchase
      is
      subject to the aggregate Scheduled Principal Balance of the Mortgage Loans
      and
      the fair market value of each REO Property remaining in the Trust Fund at the
      time of purchase being less than or equal to 10% of the aggregate Scheduled
      Principal Balance of the Initial Mortgage Loans as of the Cut-Off Date plus
      the
      Original Pre-Funded Amount.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      neither the Trustee nor the Securities Administrator assumes any responsibility
      for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Securities
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
      be
      duly executed.

     

    Dated:

     

    

      
        	 	
                WELLS
                  FARGO BANK, N.A.

                as
                  Securities Administrator

              
	 	 	 
	 	
                By:

              	 
	 	
                 

              	
                Authorized
                  Officer

              


      

      

 

    

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class A-X-1 Certificates referred to in the within-mentioned
      Agreement.

     

    

      
        	 	
                WELLS
                  FARGO BANK, N.A.

                as
                  Securities Administrator

              
	 	 	 
	 	
                By:

              	 
	 	
                 

              	
                Authorized
                  Officer

              


      

      


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



    

    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT -

            	
                   Custodian      

              (Cust)
                (Minor)

              under
                Uniform Gifts 

              to
                Minors Act

            
	
              TEN
                ENT -

            	
              as
                tenants by the entireties

            	 	
              ________________

              (State)

            
	
              JT
                TEN -

            	
              as
                joint tenants with right 

              if
                survivorship and not as 

              tenants
                in common

            	 	 
	 	 	 	 
	
              Additional
                abbreviations may also be used though not in the above
                list.

            


    

    


    
      ASSIGNMENT

      
 

      
        FOR
          VALUE
          RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
          

         

        
          	 


        

        (Please
          print or typewrite name, address including postal zip code, and Taxpayer
          Identification Number of assignee)

         

        a
          Percentage Interest equal to____% evidenced by the within Asset-Backed
          Pass-Through Certificate and hereby authorize(s) the registration of transfer
          of
          such interest to assignee on the Certificate Register of the Trust
          Fund.

         

        
          	 


        

        


         

        I
          (we)
          further direct the Certificate Registrar to issue a new Certificate of
          a like
          Percentage Interest and Class to the above named assignee and deliver such
          Certificate to the following address:

        
 

        
          	
                  Dated:

                	 
	 	
                  Signature
                    by or on behalf of assignor

                
	 	 
	 	 
	 	
                  Signature
                    Guaranteed

                


        

      

      
 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      to
      _______________________________________________________________ for the account
      of ______________________________________________________________, account
      number ____________________, or, if mailed by check, to _______________________
      _____________________________________________________________________________.
      Applicable statements should be mailed to
      _______________________________________
      _____________________________________________________________________________.
      This information is provided by
      __________________________________________________, the assignee named above,
      or
      _______________________________________, as its agent.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-4

     

    FORM
      OF
      CLASS A-X-2 CERTIFICATE

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
      AS
      AMENDED (THE “CODE”).

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY TO THE DEPOSITOR 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 REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
      TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
      IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              DBALT
                Series 2006-AB1, Class A-X-2

            	 	
              Initial
                Notional Amount of the Class A-X-2 Certificates as of the Issue Date:
                $__________

            
	
              Pass-Through
                Rate: Variable

            	 	
              Denomination:
                $____________

            
	
              Date
                of Pooling and Servicing Agreement and Cut-Off Date: January 1,
                2006

            	 	
              Master
                Servicer: Wells Fargo Bank, N.A.

            
	
              First
                Distribution Date: February 25, 2006

            	 	
              Trustee:
                HSBC Bank USA, National Association

            
	
              No.
                1

            	 	
              Issue
                Date: January 31, 2006

            
	 	 	
              CUSIP:
                __________

            
	 	 	 


    

    


    DEUTSCHE
      ALT-B SECURITIES MORTGAGE LOAN TRUST, SERIES 2006-AB1

    MORTGAGE
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a fractional undivided interest in the distributions allocable to the Class
      A-X-2 Certificates with respect to a trust fund generally consisting of a pool
      of conventional one- to four-family fixed-rate mortgage loans (the “Mortgage
      Loans”) secured by one- to four- family residences, units in planned unit
      developments and individual condominium units (the “Trust Fund”) sold by
      DEUTSCHE ALT-A SECURITIES, INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN DEUTSCHE ALT-A
      SECURITIES, INC., THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR, THE
      TRUSTEE, ANY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
      CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
      OR
      INSTRUMENTALITY OF THE UNITED STATES.

     

    This
      certifies that Cede & Co. is the registered owner of the Percentage Interest
      evidenced hereby in the beneficial ownership interest of Certificates of the
      same Class as this Certificate in certain assets of the Trust Fund generally
      consisting of the Mortgage Loans and related assets sold by Deutsche Alt-A
      Securities, Inc. (the “Depositor”). This Certificate is primarily backed by the
      Mortgage Loans sold by DB Structured Products, Inc. to the Depositor. Wells
      Fargo Bank, N.A. will act as master servicer of the Mortgage Loans (the “Master
      Servicer”, which term includes any successors thereto under the Agreement
      referred to below). The Trust Fund was created pursuant to the Pooling and
      Servicing Agreement dated as of the Cut-Off Date specified above (the
“Agreement”), among the Depositor, Wells Fargo Bank, N.A., as Master Servicer
      and securities administrator (the “Securities Administrator”) and HSBC Bank USA,
      National Association as trustee (the “Trustee”), a summary of certain of the
      pertinent provisions of which is set forth hereafter. To the extent not defined
      herein, capitalized terms used herein shall have the meaning ascribed to them
      in
      the Agreement. This Certificate is issued under and is subject to the terms,
      provisions and conditions of the Agreement, to which Agreement the Holder of
      this Certificate by virtue of its acceptance hereof assents and by which such
      Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following such 25th
      day (a
“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 Business Day of the month immediately preceding the month
      in which such Distribution Date occurs (the “Record Date”), in an amount equal
      to the product of the Percentage Interest evidenced by this Certificate and
      the
      amount required to be distributed to the Holders of Class A-X-2 Certificates
      on
      such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Securities Administrator by wire transfer in
      immediately available funds to the account of the Person entitled thereto if
      such Person shall have so notified the Securities Administrator in writing
      at
      least five Business Days prior to the Record Date immediately prior to such
      Distribution Date and is the registered owner of Class A-X-2 Certificates or
      otherwise by check mailed by first class mail 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 Securities Administrator of the pendency
      of
      such distribution and only upon presentation and surrender of this Certificate
      at the office or agency appointed by the Securities Administrator for that
      purpose as provided in the Agreement.

     

    The
      Pass
      Through Rate with respect to the first Distribution Date is equal to 0.2982%
      per
      annum and with respect to any Distribution Date thereafter shall be a per annum
      rate equal to the excess, if any, of (i) the lesser of (a) 6.00% and (b) the
      related Net WAC Pass-Through Rate for the related Distribution Date over (ii)
      the weighted average of the Pass-Through Rates of the Class A-1-C, Class A-2-B,
      Class A-2-C, Class A-2-D, Class A-3 and Class A-4 Certificates for the related
      Distribution Date.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      a
      Mortgage Pass-Through Certificate of the Series specified on the face hereof
      (herein called the “Certificates”) and representing a Percentage Interest in the
      Class of Certificates specified on the face hereof equal to the denomination
      specified on the face hereof divided by the Initial Notional Amount of the
      Class
      of Certificates specified on the face hereof. The Certificates, in the
      aggregate, evidence the entire beneficial ownership interest in the Trust Fund
      formed pursuant to the Agreement.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans and certain other assets of the Trust
      Fund, all as more specifically set forth herein and in the Agreement. As
      provided in the Agreement, withdrawals from the Protected Accounts and the
      Distribution Account may be made from time to time for purposes other than
      distributions to Certificateholders, such purposes including reimbursement
      of
      advances made, or certain expenses incurred, with respect to the Mortgage Loans.
      

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Trustee, the Securities Administrator and the rights of
      the
      Certificateholders under the Agreement at any time by the Depositor, the Master
      Servicer, the Trustee and the Securities Administrator with the consent of
      the
      Holders of Certificates evidencing, in the aggregate, not less than 66-2/3%
      Percentage Interests of all Certificates and the consent of the Certificate
      Insurer. 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 Agreement also permits the amendment thereof, in certain
      limited circumstances, without the consent of the Holders of any of the
      Certificates or the Certificate Insurer.

     

    As
      provided in the 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 offices or
      agencies appointed by the Securities Administrator as provided in the Agreement,
      duly endorsed by, or accompanied by an assignment in the form below or other
      written instrument of transfer in form satisfactory to the Securities
      Administrator duly executed by, the Holder hereof or such Holder’s attorney duly
      authorized in writing, and thereupon one or more new Certificates of the same
      Class in authorized denominations evidencing the same aggregate Percentage
      Interest will be issued to the designated transferee or
      transferees.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same.

     

    No
      service charge will be made for any such registration of transfer or exchange
      of
      Certificates, but the Securities Administrator may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    The
      Depositor, the Master Servicer, the Trustee, the Securities Administrator and
      any agent of the Depositor, the Master Servicer, the Trustee or the Securities
      Administrator may treat the Person in whose name this Certificate is registered
      as the owner hereof for all purposes, and none of the Depositor, the Master
      Servicer, the Trustee or the Securities Administrator nor any such agent shall
      be affected by notice to the contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Securities Administrator and required to be paid to them pursuant to the
      Agreement following the earlier of (i) the final payment or other liquidation
      (or any advance with respect thereto) of the last Mortgage Loan remaining in
      the
      Trust Fund and (ii) the purchase by the party designated in the Agreement at
      a
      price determined as provided in the Agreement of all the Mortgage Loans and
      all
      property acquired in respect of such Mortgage Loans. The Agreement permits,
      but
      does not require, the party designated in the Agreement to purchase all the
      Mortgage Loans and all property acquired in respect of any Mortgage Loan at
      a
      price determined as provided in the Agreement. The exercise of such right will
      effect early retirement of the Certificates; however, such right to purchase
      is
      subject to the aggregate Scheduled Principal Balance of the Mortgage Loans
      and
      the fair market value of each REO Property remaining in the Trust Fund at the
      time of purchase being less than or equal to 10% of the aggregate Scheduled
      Principal Balance of the Initial Mortgage Loans as of the Cut-Off Date plus
      the
      Original Pre-Funded Amount.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      neither the Trustee nor the Securities Administrator assumes any responsibility
      for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Securities
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      IN
        WITNESS WHEREOF, the Securities Administrator has caused this Certificate
        to be
        duly executed.

       

      Dated:

       

      

        
          	 	
                  WELLS
                    FARGO BANK, N.A.

                  as
                    Securities Administrator

                
	 	 	 
	 	
                  By:

                	 
	 	
                   

                	
                  Authorized
                    Officer

                


        

        

 

      

      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Class A-X-2 Certificates referred to in the within-mentioned
        Agreement.

       

      

        
          	 	
                  WELLS
                    FARGO BANK, N.A.

                  as
                    Securities Administrator

                
	 	 	 
	 	
                  By:

                	 
	 	
                   

                	
                  Authorized
                    Officer

                


        

        
 

      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT -

            	
                   Custodian      

              (Cust)
                (Minor)

              under
                Uniform Gifts 

              to
                Minors Act

            
	
              TEN
                ENT -

            	
              as
                tenants by the entireties

            	 	
              ________________

              (State)

            
	
              JT
                TEN -

            	
              as
                joint tenants with right 

              if
                survivorship and not as 

              tenants
                in common

            	 	 
	 	 	 	 
	
              Additional
                abbreviations may also be used though not in the above
                list.

            


    

    


    
      ASSIGNMENT

      
 

      
        FOR
          VALUE
          RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
          

         

        
          	 


        

        (Please
          print or typewrite name, address including postal zip code, and Taxpayer
          Identification Number of assignee)

         

        a
          Percentage Interest equal to____% evidenced by the within Asset-Backed
          Pass-Through Certificate and hereby authorize(s) the registration of transfer
          of
          such interest to assignee on the Certificate Register of the Trust
          Fund.

         

        
          	 


        

        


         

        I
          (we)
          further direct the Certificate Registrar to issue a new Certificate of
          a like
          Percentage Interest and Class to the above named assignee and deliver such
          Certificate to the following address:

        
 

        
          	
                  Dated:

                	 
	 	
                  Signature
                    by or on behalf of assignor

                
	 	 
	 	 
	 	
                  Signature
                    Guaranteed

                


        

      

      


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      to
      _______________________________________________________________ for the account
      of ______________________________________________________________, account
      number ____________________, or, if mailed by check, to _______________________
      _____________________________________________________________________________.
      Applicable statements should be mailed to
      _______________________________________
      _____________________________________________________________________________.
      This information is provided by
      __________________________________________________, the assignee named above,
      or
      _______________________________________, as its agent.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-5

     

    FORM
      OF
      CLASS A-X CERTIFICATE

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
      AS
      AMENDED (THE “CODE”).

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY TO THE DEPOSITOR 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 REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
      TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
      IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              DBALT
                Series 2006-AB1, Class A-X

            	 	
              Initial
                Notional Amount of the Class A-X Certificates as of the Issue Date:
                $___________

            
	
              Pass-Through
                Rate: Variable

            	 	
              Denomination:
                $___________

            
	
              Date
                of Pooling and Servicing Agreement and Cut-Off Date: January 1,
                2006

            	 	
              Master
                Servicer: Wells Fargo Bank, N.A.

            
	
              First
                Distribution Date: February 25, 2006

            	 	
              Trustee:
                HSBC Bank USA, National Association

            
	
              No.
                1

            	 	
              Issue
                Date: January 31, 2006

            
	 	 	
              CUSIP:
                ____________

            
	 	 	 


    

    


    DEUTSCHE
      ALT-B SECURITIES MORTGAGE LOAN TRUST, SERIES 2006-AB1

     

    MORTGAGE
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a fractional undivided interest in the distributions allocable to the Class
      A-X
      Certificates with respect to a trust fund generally consisting of a pool of
      conventional one- to four-family fixed-rate mortgage loans (the “Mortgage
      Loans”) secured by one- to four- family residences, units in planned unit
      developments and individual condominium units (the “Trust Fund”) sold by
      DEUTSCHE ALT-A SECURITIES, INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN DEUTSCHE ALT-A
      SECURITIES, INC., THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR, THE
      TRUSTEE, ANY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
      CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
      OR
      INSTRUMENTALITY OF THE UNITED STATES.

     

    This
      certifies that Cede & Co. is the registered owner of the Percentage Interest
      evidenced hereby in the beneficial ownership interest of Certificates of the
      same Class as this Certificate in certain assets of the Trust Fund generally
      consisting of the Mortgage Loans and related assets sold by Deutsche Alt-A
      Securities, Inc. (the “Depositor”). This Certificate is primarily backed by the
      Mortgage Loans sold by DB Structured Products, Inc. to the Depositor. Wells
      Fargo Bank, N.A. will act as master servicer of the Mortgage Loans (the “Master
      Servicer”, which term includes any successors thereto under the Agreement
      referred to below). The Trust Fund was created pursuant to the Pooling and
      Servicing Agreement dated as of the Cut-Off Date specified above (the
“Agreement”), among the Depositor, Wells Fargo Bank, N.A., as Master Servicer
      and securities administrator (the “Securities Administrator”) and HSBC Bank USA,
      National Association as trustee (the “Trustee”), a summary of certain of the
      pertinent provisions of which is set forth hereafter. To the extent not defined
      herein, capitalized terms used herein shall have the meaning ascribed to them
      in
      the Agreement. This Certificate is issued under and is subject to the terms,
      provisions and conditions of the Agreement, to which Agreement the Holder of
      this Certificate by virtue of its acceptance hereof assents and by which such
      Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following such 25th
      day (a
“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 Business Day of the month immediately preceding the month
      in which such Distribution Date occurs (the “Record Date”), in an amount equal
      to the product of the Percentage Interest evidenced by this Certificate and
      the
      amount required to be distributed to the Holders of Class A-X Certificates
      on
      such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Securities Administrator by wire transfer in
      immediately available funds to the account of the Person entitled thereto if
      such Person shall have so notified the Securities Administrator in writing
      at
      least five Business Days prior to the Record Date immediately prior to such
      Distribution Date and is the registered owner of Class A-X Certificates or
      otherwise by check mailed by first class mail 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 Securities Administrator of the pendency
      of
      such distribution and only upon presentation and surrender of this Certificate
      at the office or agency appointed by the Securities Administrator for that
      purpose as provided in the Agreement.

     

    The
      Pass
      Through Rate with respect to the first Distribution Date is equal to 0.500%
      per
      annum and with respect to any Distribution Date thereafter shall be a per annum
      rate equal to the excess, if any, of (i) the lesser of (a) 6.50% and (b) the
      related Net WAC Pass-Through Rate for the related Distribution Date over (ii)
      6.00%.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      a
      Mortgage Pass-Through Certificate of the Series specified on the face hereof
      (herein called the “Certificates”) and representing a Percentage Interest in the
      Class of Certificates specified on the face hereof equal to the denomination
      specified on the face hereof divided by the Initial Notional Amount of the
      Class
      of Certificates specified on the face hereof. The Certificates, in the
      aggregate, evidence the entire beneficial ownership interest in the Trust Fund
      formed pursuant to the Agreement.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans and certain other assets of the Trust
      Fund, all as more specifically set forth herein and in the Agreement. As
      provided in the Agreement, withdrawals from the Protected Accounts and the
      Distribution Account may be made from time to time for purposes other than
      distributions to Certificateholders, such purposes including reimbursement
      of
      advances made, or certain expenses incurred, with respect to the Mortgage Loans.
      

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Trustee, the Securities Administrator and the rights of
      the
      Certificateholders under the Agreement at any time by the Depositor, the Master
      Servicer, the Trustee and the Securities Administrator with the consent of
      the
      Holders of Certificates evidencing, in the aggregate, not less than 66-2/3%
      Percentage Interests of all Certificates and the consent of the Certificate
      Insurer. 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 Agreement also permits the amendment thereof, in certain
      limited circumstances, without the consent of the Holders of any of the
      Certificates or the Certificate Insurer.

     

    As
      provided in the 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 offices or
      agencies appointed by the Securities Administrator as provided in the Agreement,
      duly endorsed by, or accompanied by an assignment in the form below or other
      written instrument of transfer in form satisfactory to the Securities
      Administrator duly executed by, the Holder hereof or such Holder’s attorney duly
      authorized in writing, and thereupon one or more new Certificates of the same
      Class in authorized denominations evidencing the same aggregate Percentage
      Interest will be issued to the designated transferee or
      transferees.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same.

     

    No
      service charge will be made for any such registration of transfer or exchange
      of
      Certificates, but the Securities Administrator may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    The
      Depositor, the Master Servicer, the Trustee, the Securities Administrator and
      any agent of the Depositor, the Master Servicer, the Trustee or the Securities
      Administrator may treat the Person in whose name this Certificate is registered
      as the owner hereof for all purposes, and none of the Depositor, the Master
      Servicer, the Trustee or the Securities Administrator nor any such agent shall
      be affected by notice to the contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Securities Administrator and required to be paid to them pursuant to the
      Agreement following the earlier of (i) the final payment or other liquidation
      (or any advance with respect thereto) of the last Mortgage Loan remaining in
      the
      Trust Fund and (ii) the purchase by the party designated in the Agreement at
      a
      price determined as provided in the Agreement of all the Mortgage Loans and
      all
      property acquired in respect of such Mortgage Loans. The Agreement permits,
      but
      does not require, the party designated in the Agreement to purchase all the
      Mortgage Loans and all property acquired in respect of any Mortgage Loan at
      a
      price determined as provided in the Agreement. The exercise of such right will
      effect early retirement of the Certificates; however, such right to purchase
      is
      subject to the aggregate Scheduled Principal Balance of the Mortgage Loans
      and
      the fair market value of each REO Property remaining in the Trust Fund at the
      time of purchase being less than or equal to 10% of the aggregate Scheduled
      Principal Balance of the Initial Mortgage Loans as of the Cut-Off Date plus
      the
      Original Pre-Funded Amount.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      neither the Trustee nor the Securities Administrator assumes any responsibility
      for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Securities
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    
      IN
        WITNESS WHEREOF, the Securities Administrator has caused this Certificate
        to be
        duly executed.

       

      Dated:

       

      

        
          	 	
                  WELLS
                    FARGO BANK, N.A.

                  as
                    Securities Administrator

                
	 	 	 
	 	
                  By:

                	 
	 	
                   

                	
                  Authorized
                    Officer

                


        

        

 

      

      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Class A-X-2 Certificates referred to in the within-mentioned
        Agreement.

       

      

        
          	 	
                  WELLS
                    FARGO BANK, N.A.

                  as
                    Securities Administrator

                
	 	 	 
	 	
                  By:

                	 
	 	
                   

                	
                  Authorized
                    Officer

                


        

        


      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT -

            	
                   Custodian      

              (Cust)
                (Minor)

              under
                Uniform Gifts 

              to
                Minors Act

            
	
              TEN
                ENT -

            	
              as
                tenants by the entireties

            	 	
              ________________

              (State)

            
	
              JT
                TEN -

            	
              as
                joint tenants with right 

              if
                survivorship and not as 

              tenants
                in common

            	 	 
	 	 	 	 
	
              Additional
                abbreviations may also be used though not in the above
                list.

            


    

    


    
      ASSIGNMENT

      
 

      
        FOR
          VALUE
          RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
          

         

        
          	 


        

        (Please
          print or typewrite name, address including postal zip code, and Taxpayer
          Identification Number of assignee)

         

        a
          Percentage Interest equal to____% evidenced by the within Asset-Backed
          Pass-Through Certificate and hereby authorize(s) the registration of transfer
          of
          such interest to assignee on the Certificate Register of the Trust
          Fund.

         

        
          	 


        

        


         

        I
          (we)
          further direct the Certificate Registrar to issue a new Certificate of
          a like
          Percentage Interest and Class to the above named assignee and deliver such
          Certificate to the following address:

        
 

        
          	
                  Dated:

                	 
	 	
                  Signature
                    by or on behalf of assignor

                
	 	 
	 	 
	 	
                  Signature
                    Guaranteed

                


        

      

      


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      to
      _______________________________________________________________ for the account
      of ______________________________________________________________, account
      number ____________________, or, if mailed by check, to _______________________
      _____________________________________________________________________________.
      Applicable statements should be mailed to
      _______________________________________
      _____________________________________________________________________________.
      This information is provided by
      __________________________________________________, the assignee named above,
      or
      _______________________________________, as its agent.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-6

    


    FORM
      OF
      CLASS M-[1][2][3][4][5] CERTIFICATE

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
      AS
      AMENDED (THE “CODE”).

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY TO THE DEPOSITOR 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 REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
      TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
      IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

     

    THIS
      CERTIFICATE IS SUBORDINATE TO _____________CERTIFICATES, TO THE EXTENT DESCRIBED
      IN THE AGREEMENT REFERRED TO HEREIN.

     

    ANY
      TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO MAKE THE REPRESENTATIONS
      SET
      FORTH IN SECTION 5.2(c) OF THE AGREEMENT REFERRED TO
      HEREIN.

     

    THE
      CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
      PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO AS DESCRIBED
      IN
      THE AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE
      OF
      THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL
      BE
      DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE
      MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES
      ADMINISTRATOR NAMED HEREIN.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              DBALT
                Series 2006-AB1, Class M-[1][2][3][4][5]

            	 	
              Aggregate
                Certificate Principal Balance of the Class M-[1][2][3][4][5] Certificates
                as of the Issue Date: $___________

            
	
              Pass-Through
                Rate: Fixed

            	 	
              Denomination:
                $___________

            
	
              Date
                of Pooling and Servicing Agreement 

              and
                Cut-Off Date: January 1, 2006

            	 	
              Master
                Servicer: Wells Fargo Bank, N.A.

            
	
              First
                Distribution Date: February 25, 2006

            	 	
              Trustee:
                HSBC Bank USA, National Association

            
	
              No.
                1

            	 	
              Issue
                Date: January 31, 2006

            
	 	 	
              CUSIP:
                _______________

            


    

    


    DEUTSCHE
      ALT-B SECURITIES MORTGAGE LOAN TRUST, SERIES 2006-AB1

     

    MORTGAGE
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a fractional undivided interest in the distributions allocable to the Class
      M-[1][2][3][4][5] Certificates with respect to a trust fund generally consisting
      of a pool of conventional one- to four-family fixed-rate mortgage loans (the
      “Mortgage Loans”) secured by one- to four- family residences, units in planned
      unit developments and individual condominium units (the “Trust Fund”) sold by
      DEUTSCHE ALT-A SECURITIES, INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN DEUTSCHE ALT-A
      SECURITIES, INC., THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR, THE
      TRUSTEE, ANY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
      CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
      OR
      INSTRUMENTALITY OF THE UNITED STATES.

     

    This
      certifies that Cede & Co. is the registered owner of the Percentage Interest
      evidenced hereby in the beneficial ownership interest of Certificates of the
      same Class as this Certificate in certain assets of the Trust Fund generally
      consisting of the Mortgage Loans and related assets sold by Deutsche Alt-A
      Securities, Inc. (the “Depositor”). The Mortgage Loans were sold by DB
      Structured Products, Inc. to the Depositor. Wells Fargo Bank, N.A. will act
      as
      master servicer of the Mortgage Loans (the “Master Servicer”, which term
      includes any successors thereto under the Agreement referred to below). The
      Trust Fund was created pursuant to the Pooling and Servicing Agreement dated
      as
      of the Cut-Off Date specified above (the “Agreement”), among the Depositor,
      Wells Fargo Bank, N.A., as Master Servicer and securities administrator (the
      “Securities Administrator”) and HSBC Bank USA, National Association as trustee
      (the “Trustee”), a summary of certain of the pertinent provisions of which is
      set forth hereafter. To the extent not defined herein, capitalized terms used
      herein shall have the meaning ascribed to them in the Agreement. This
      Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement, to which Agreement the Holder of this Certificate
      by virtue of its acceptance hereof assents and by which such Holder is
      bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following such 25th
      day (a
“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 Business Day of the month immediately preceding the month
      in which such Distribution Date occurs (the “Record Date”), in an amount equal
      to the product of the Percentage Interest evidenced by this Certificate and
      the
      amount required to be distributed to the Holders of Class M-[1][2][3][4][5]
      Certificates on such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Securities Administrator by wire transfer in
      immediately available funds to the account of the Person entitled thereto if
      such Person shall have so notified the Securities Administrator in writing
      at
      least five Business Days prior to the Record Date immediately prior to such
      Distribution Date and is the registered owner of Class M-[1][2][3][4][5]
      Certificates, or otherwise by check mailed by first class mail 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 Securities Administrator of
      the
      pendency of such distribution and only upon presentation and surrender of this
      Certificate at the office or agency appointed by the Securities Administrator
      for that purpose as provided in the Agreement.

     

    The
      Pass-Through Rate with respect to the first Distribution Date is equal to
      ______% per annum and with respect to any Distribution Date thereafter shall
      be
      a rate per annum equal to the lesser of (i) _________% in the case of each
      Distribution Date through and including the Optional Termination Date or
      ___________% in the case of any Distribution Date thereafter and (ii) the Net
      WAC Pass-Through Rate for the Distribution Date.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage Pass-Through Certificate of the Series specified on the face hereof
      (herein called the “Certificates”) and representing a Percentage Interest in the
      Class of Certificates specified on the face hereof equal to the denomination
      specified on the face hereof divided by the aggregate Certificate Principal
      Balance of the Class of Certificates specified on the face hereof. The
      Certificates, in the aggregate, evidence the entire beneficial ownership
      interest in the Trust Fund formed pursuant to the Agreement.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans and certain other assets of the Trust
      Fund, all as more specifically set forth herein and in the Agreement. As
      provided in the Agreement, withdrawals from the Protected Accounts and the
      Distribution Account may be made from time to time for purposes other than
      distributions to Certificateholders, such purposes including reimbursement
      of
      advances made, or certain expenses incurred, with respect to the Mortgage Loans.
      

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Trustee, the Securities Administrator and the rights of
      the
      Certificateholders under the Agreement at any time by the Depositor, the Master
      Servicer, the Trustee and the Securities Administrator with the consent of
      the
      Holders of Certificates evidencing, in the aggregate, not less than 66-2/3%
      Percentage Interests of all Certificates and the consent of the Certificate
      Insurer. 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 Agreement also permits the amendment thereof, in certain
      limited circumstances, without the consent of the Holders of any of the
      Certificates or the Certificate Insurer.

     

    As
      provided in the 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 offices or
      agencies appointed by the Securities Administrator as provided in the Agreement,
      duly endorsed by, or accompanied by an assignment in the form below or other
      written instrument of transfer in form satisfactory to the Securities
      Administrator duly executed by, the Holder hereof or such Holder’s attorney duly
      authorized in writing, and thereupon one or more new Certificates of the same
      Class in authorized denominations evidencing the same aggregate Percentage
      Interest will be issued to the designated transferee or
      transferees.

     

    Any
      transferee of this Certificate shall be deemed to make the representations
      set
      forth in Section 5.2(c) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same.

     

    No
      service charge will be made for any such registration of transfer or exchange
      of
      Certificates, but the Securities Administrator may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    The
      Depositor, the Master Servicer, the Trustee, the Securities Administrator and
      any agent of the Depositor, the Master Servicer, the Trustee or the Securities
      Administrator may treat the Person in whose name this Certificate is registered
      as the owner hereof for all purposes, and none of the Depositor, the Master
      Servicer, the Trustee or the Securities Administrator nor any such agent shall
      be affected by notice to the contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Securities Administrator and required to be paid to them pursuant to the
      Agreement following the earlier of (i) the final payment or other liquidation
      (or any advance with respect thereto) of the last Mortgage Loan remaining in
      the
      Trust Fund and (ii) the purchase by the party designated in the Agreement at
      a
      price determined as provided in the Agreement of all the Mortgage Loans and
      all
      property acquired in respect of such Mortgage Loans. The Agreement permits,
      but
      does not require, the party designated in the Agreement to purchase all the
      Mortgage Loans and all property acquired in respect of any Mortgage Loan at
      a
      price determined as provided in the Agreement. The exercise of such right will
      effect early retirement of the Certificates; however, such right to purchase
      is
      subject to the aggregate Scheduled Principal Balance of the Mortgage Loans
      and
      the fair market value of each REO Property remaining in the Trust Fund at the
      time of purchase being less than or equal to 10% of the aggregate Scheduled
      Principal Balance of the Initial Mortgage Loans as of the Cut-Off Date plus
      the
      Original Pre-Funded Amount.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      neither the Trustee nor the Securities Administrator assume any responsibility
      for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Securities
      Administrator by manual signature, this Certificate shall not be entitled to
      any
      benefit under the Agreement or be valid for any purpose.

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    IN
      WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
      be
      duly executed.

     

    Dated:

     

    

      
        	 	
                WELLS
                  FARGO BANK, N.A.

                as
                  Securities Administrator

              
	 	 	 
	 	
                By:

              	 
	 	
                 

              	
                Authorized
                  Officer

              


      

      

 

    

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class A-X-2 Certificates referred to in the within-mentioned
      Agreement.

     

    

      
        	 	
                WELLS
                  FARGO BANK, N.A.

                as
                  Securities Administrator

              
	 	 	 
	 	
                By:

              	 
	 	
                 

              	
                Authorized
                  Officer

              


      

      


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



    

    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT -

            	
                   Custodian      

              (Cust)
                (Minor)

              under
                Uniform Gifts 

              to
                Minors Act

            
	
              TEN
                ENT -

            	
              as
                tenants by the entireties

            	 	
              ________________

              (State)

            
	
              JT
                TEN -

            	
              as
                joint tenants with right 

              if
                survivorship and not as 

              tenants
                in common

            	 	 
	 	 	 	 
	
              Additional
                abbreviations may also be used though not in the above
                list.

            


    

    


    
      ASSIGNMENT

      
 

      
        FOR
          VALUE
          RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
          

         

        
          	 


        

        (Please
          print or typewrite name, address including postal zip code, and Taxpayer
          Identification Number of assignee)

         

        a
          Percentage Interest equal to____% evidenced by the within Asset-Backed
          Pass-Through Certificate and hereby authorize(s) the registration of transfer
          of
          such interest to assignee on the Certificate Register of the Trust
          Fund.

         

        
          	 


        

        


         

        I
          (we)
          further direct the Certificate Registrar to issue a new Certificate of
          a like
          Percentage Interest and Class to the above named assignee and deliver such
          Certificate to the following address:

        
 

        
          	
                  Dated:

                	 
	 	
                  Signature
                    by or on behalf of assignor

                
	 	 
	 	 
	 	
                  Signature
                    Guaranteed

                


        

      

      


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      to
      _______________________________________________________________ for the account
      of ______________________________________________________________, account
      number ____________________, or, if mailed by check, to _______________________
      _____________________________________________________________________________.
      Applicable statements should be mailed to
      _______________________________________
      _____________________________________________________________________________.
      This information is provided by
      __________________________________________________, the assignee named above,
      or
      _______________________________________, as its agent.

     

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    EXHIBIT
      A-7

     

    FORM
      OF
      CLASS CE CERTIFICATE

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES AND THE MEZZANINE
      CERTIFICATES TO THE EXTENT DESCRIBED IN THE AGREEMENT REFERRED TO
      HEREIN.

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER
      HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
      REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH
      THE
      SECURITIES ACT AND OTHER APPLICABLE LAWS AND WITHIN THE UNITED STATES TO (A)
      “QUALIFIED INSTITUTIONAL BUYERS” WITHIN THE MEANING OF AND IN COMPLIANCE WITH
      RULE 144A UNDER THE ACT (“RULE 144A”) OR (B) TO INSTITUTIONAL INVESTORS THAT ARE
“ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) OF
“REGULATION D” UNDER THE ACT.

     

    NO
      TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
      PROVIDES A CERTIFICATION PURSUANT TO SECTION 5.2(c) OF THE
      AGREEMENT.

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              DBALT
                Series 2006-AB1, Class CE

            	 	
              Aggregate
                Certificate Principal Balance of the Class CE Certificates as of
                the Issue
                Date: $9,462,463

            
	
              Pass-Through
                Rate: Variable

            	 	
              Denomination:
                $9,462,463

            
	
              Cut-Off
                Date and date of Pooling and Servicing Agreement: January 1,
                2006

            	 	
              Master
                Servicer: Wells Fargo Bank, N.A.

            
	
              First
                Distribution Date: February 25, 2006

            	 	
              Trustee:
                HSBC Bank USA, National Association

            
	
              No.
                1

            	 	
              Issue
                Date: January 31, 2006

            
	 	 	
              CUSIP:
                251510 MW 0

            


    

    


    DEUTSCHE
      ALT-B SECURITIES MORTGAGE LOAN TRUST, SERIES 2006-AB1

     

    MORTGAGE
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, fixed and
      adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
      formed and sold by

     

    DEUTSCHE
      ALT-A SECURITIES, INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ACE SECURITIES
      CORP., THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR, THE TRUSTEE OR ANY
      OF
      THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
      STATES.

     

    This
      certifies that Deutsche
      Bank Securities Inc.
      is the
      registered owner of a Percentage Interest (obtained by dividing the denomination
      of this Certificate by the aggregate Certificate Principal Balance of the Class
      CE Certificates as of the Issue Date) in that certain beneficial ownership
      interest evidenced by all the Class CE Certificates in REMIC II created pursuant
      to a Pooling and Servicing Agreement, dated as specified above (the
“Agreement”), among DB Structured Products, Inc., as depositor (hereinafter
      called the “Depositor,” which term includes any successor entity under the
      Agreement), Wells Fargo Bank, N.A. as master servicer (the “Master Servicer”)
      and securities administrator (the “Securities Administrator”) and HSBC Bank USA,
      National Association as trustee (the “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
      Agreement. This Certificate is issued under and is subject to the terms,
      provisions and conditions of the Agreement, to which Agreement the Holder of
      this Certificate by virtue of the acceptance hereof assents and by which such
      Holder is bound.

     

    Interest
      on this Certificate will accrue during the month prior to the month in which
      a
      Distribution Date (as hereinafter defined) occurs on the Notional Amount (as
      defined in the Agreement) hereof at a per annum rate equal to the Pass-Through
      Rate as set forth in the Agreement. Pursuant to the terms of the Agreement,
      distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following such 25th
      day (a
“Distribution Date”), commencing on the First Distribution Date specified above,
      to the Person in whose name this Certificate is registered on the last Business
      Day of the calendar month immediately preceding the month in which the related
      Distribution Date occurs (the “Record Date”), in an amount equal to the product
      of the Percentage Interest evidenced by this Certificate and the amount required
      to be distributed to the Holders of Class CE Certificates on such Distribution
      Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Securities Administrator by wire transfer in
      immediately available funds to the account of the Person entitled thereto if
      such Person shall have so notified the Securities Administrator in writing
      at
      least five Business Days prior to the Record Date immediately prior to such
      Distribution Date and is the registered owner of Class CE Certificates or
      otherwise by check mailed by first class mail 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 Securities Administrator of the pendency
      of
      such distribution and only upon presentation and surrender of this Certificate
      at the office or agency appointed by the Securities Administrator for that
      purpose as provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset Backed Pass-Through Certificate of the Series specified on the face hereof
      (herein called the “Certificates”) and representing a Percentage Interest in the
      Class of Certificates specified on the face hereof equal to the denomination
      specified on the face hereof divided by the aggregate Certificate Principal
      Balance of the Class of Certificates specified on the face hereof.

     

    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 Agreement. As provided in the Agreement, withdrawals from
      the
      Collection Account and the Distribution Account may be made from time to time
      for purposes other than distributions to Certificateholders, such purposes
      including reimbursement of advances made, or certain expenses incurred, with
      respect to the Mortgage Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Trustee, the Securities Administrator and the rights of
      the
      Certificateholders under the Agreement at any time by the Depositor, the Master
      Servicer, the Trustee and the Securities Administrator with the consent of
      the
      Holders of Certificates entitled to at least 66% of the Voting Rights and the
      consent of the Certificate Insurer. 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 Agreement also permits the amendment
      thereof, in certain limited circumstances, without the consent of the Holders
      of
      any of the Certificates or the Certificate Insurer.

     

    As
      provided in the 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 offices or
      agencies appointed by the Securities Administrator as provided in the Agreement,
      duly endorsed by, or accompanied by an assignment in the form below or other
      written instrument of transfer in form satisfactory to the Securities
      Administrator duly executed by, the Holder hereof or such Holder’s attorney duly
      authorized in writing, and thereupon one or more new Certificates of the same
      Class in authorized denominations evidencing the same aggregate Percentage
      Interest will be issued to the designated transferee or
      transferees.

     

    No
      transfer of this Certificate shall be made unless the transfer is made pursuant
      to an effective registration statement under the Securities Act of 1933, as
      amended (the “1933 Act”), and an effective registration or qualification under
      applicable state securities laws, or is made in a transaction that does not
      require such registration or qualification. In the event that such a transfer
      of
      this Certificate is to be made without registration or qualification, the
      Securities Administrator shall require receipt of (i) if such transfer is
      purportedly being made in reliance upon Rule 144A under the 1933 Act, written
      certifications from the Holder of the Certificate desiring to effect the
      transfer, and from such Holder’s prospective transferee, substantially in the
      forms attached to the Agreement as Exhibit B-1, (ii) if such transfer is
      purportedly being made in reliance upon Rule 501(a) under the 1933 Act, written
      certifications from the Holder of the Certificate desiring to effect the
      transfer and from such Holder’s prospective transferee, substantially in the
      form attached to the Agreement as Exhibit B-2 and (iii) in all other cases,
      an
      Opinion of Counsel satisfactory to it that such transfer may be made without
      such registration or qualification (which Opinion of Counsel shall not be an
      expense of the Trust Fund or of the Depositor, the Trustee, the Master Servicer
      or the Securities Administrator in their respective capacities as such),
      together with copies of the written certification(s) of the Holder of the
      Certificate desiring to effect the transfer and/or such Holder’s prospective
      transferee upon which such Opinion of Counsel is based. None of the Depositor,
      the Trustee or the Securities Administrator is obligated to register or qualify
      the Class of Certificates specified on the face hereof under the 1933 Act or
      any
      other securities law or to take any action not otherwise required under the
      Agreement to permit the transfer of such Certificates without registration
      or
      qualification. Any Holder desiring to effect a transfer of this Certificate
      shall be required to indemnify the Trustee, the Depositor, the Master Servicer
      and the Securities Administrator against any liability that may result if the
      transfer is not so exempt or is not made in accordance with such federal and
      state laws.

     

    No
      transfer of this Certificate shall be made except in accordance with Section
      5.2(c) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Securities Administrator may require payment of a sum sufficient to
      cover any tax or other governmental charge that may be imposed in connection
      with any transfer or exchange of Certificates.

     

    The
      Depositor, the Master Servicer, the Trustee, the Securities Administrator and
      any agent of the Depositor, the Master Servicer, the Trustee or the Securities
      Administrator may treat the Person in whose name this Certificate is registered
      as the owner hereof for all purposes, and none of the Depositor, the Master
      Servicer, the Trustee, the Securities Administrator nor any such agent shall
      be
      affected by notice to the contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Securities Administrator and required to be paid to them pursuant to the
      Agreement following the earlier of (i) the final payment or other liquidation
      (or any advance with respect thereto) of the last Mortgage Loan remaining in
      REMIC I and (ii) the purchase by the party designated in the Agreement at a
      price determined as provided in the Agreement from REMIC I of all the Mortgage
      Loans and all property acquired in respect of such Mortgage Loans. The Agreement
      permits, but does not require, the party designated in the Agreement to purchase
      from REMIC I all the Mortgage Loans and all property acquired in respect of
      any
      Mortgage Loan at a price determined as provided in the Agreement. The exercise
      of such right will effect early retirement of the Certificates; however, such
      right to purchase is subject to the aggregate Scheduled Principal Balance of
      the
      Mortgage Loans (and properties acquired in respect thereof) at the time of
      purchase being less than or equal to 10% of the aggregate Scheduled Principal
      Balance of the Mortgage Loans as of the Cut-off Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      neither the Trustee nor the Securities Administrator assume any responsibility
      for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Securities
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    IN
      WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
      be
      duly executed.

     

    Dated:

     

    

      
        	 	
                WELLS
                  FARGO BANK, N.A.

                as
                  Securities Administrator

              
	 	 	 
	 	
                By:

              	 
	 	
                 

              	
                Authorized
                  Officer

              


      

      

 

    

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class A-X-2 Certificates referred to in the within-mentioned
      Agreement.

     

    

      
        	 	
                WELLS
                  FARGO BANK, N.A.

                as
                  Securities Administrator

              
	 	 	 
	 	
                By:

              	 
	 	
                 

              	
                Authorized
                  Officer

              


      

      


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



    

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT -

            	
                   Custodian      

              (Cust)
                (Minor)

              under
                Uniform Gifts 

              to
                Minors Act

            
	
              TEN
                ENT -

            	
              as
                tenants by the entireties

            	 	
              ________________

              (State)

            
	
              JT
                TEN -

            	
              as
                joint tenants with right 

              if
                survivorship and not as 

              tenants
                in common

            	 	 
	 	 	 	 
	
              Additional
                abbreviations may also be used though not in the above
                list.

            


    

    


    ASSIGNMENT

    
 

    
      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        

       

      
        	 


      

      (Please
        print or typewrite name, address including postal zip code, and Taxpayer
        Identification Number of assignee)

       

      a
        Percentage Interest equal to____% evidenced by the within Asset-Backed
        Pass-Through Certificate and hereby authorize(s) the registration of transfer
        of
        such interest to assignee on the Certificate Register of the Trust
        Fund.

       

      
        	 


      

      


       

      I
        (we)
        further direct the Certificate Registrar to issue a new Certificate of a
        like
        Percentage Interest and Class to the above named assignee and deliver such
        Certificate to the following address:

      
 

      
        	
                Dated:

              	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      

    

    


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      to
      _______________________________________________________________ for the account
      of ______________________________________________________________, account
      number ____________________, or, if mailed by check, to _______________________
      _____________________________________________________________________________.
      Applicable statements should be mailed to
      _______________________________________
      _____________________________________________________________________________.
      This information is provided by
      __________________________________________________, the assignee named above,
      or
      _______________________________________, as its agent.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    EXHIBIT
      A-8

     

    FORM
      OF
      CLASS P CERTIFICATE

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES,
      THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT
      CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
      THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”).

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE
      HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
      MAY
      BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH
      THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND (1) OUTSIDE OF THE UNITED
      STATES WITHIN THE MEANING OF AND IN COMPLIANCE WITH REGULATION S UNDER THE
      SECURITIES ACT (“REGULATION S”), OR (2) WITHIN THE UNITED STATES TO (A)
“QUALIFIED INSTITUTIONAL BUYERS” WITHIN THE MEANING OF AND IN COMPLIANCE WITH
      RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) OR (B) TO INSTITUTIONAL
      INVESTORS THAT ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(A)(1),
      (2), (3) OR (7) OF “REGULATION D” UNDER THE SECURITIES
      ACT.

     

    ANY
      RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
      IN
      ACCORDANCE WITH THE PROVISIONS OF SECTION 5.2(c) OF THE AGREEMENT REFERRED
      TO
      HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS
      AMENDED (“ERISA”), OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE
      PROCEDURES DESCRIBED HEREIN.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              DBALT
                Series 2006-AB1, Class P

            	 	
              Aggregate
                Certificate Principal Balance of the Class P Certificates as of the
                Issue
                Date: $100.00

            
	
              Cut-Off
                Date and date of Pooling and Servicing Agreement: January 1,
                2006

            	 	
              Denomination:
                $100.00

            
	
              First
                Distribution Date: February 25, 2006

            	 	
              Master
                Servicer: Wells Fargo Bank, N.A.

            
	
              No.
                1

            	 	
              Trustee:
                HSBC Bank USA, National Association

            
	 	 	
              Issue
                Date: January 31, 2006

            
	 	 	
              CUSIP:
                251510 MX 8

            


    

    


    DEUTSCHE
      ALT-B SECURITIES MORTGAGE LOAN TRUST, SERIES 2006-AB1

    MORTGAGE
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a fractional undivided interest in the distributions allocable to the Class
      P
      Certificates with respect to a trust fund generally consisting of a pool of
      conventional one- to four-family fixed-rate mortgage loans (the “Mortgage
      Loans”) secured by one- to four- family residences, units in planned unit
      developments and individual condominium units (the “Trust Fund”) sold by
      DEUTSCHE ALT-A SECURITIES, INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN DEUTSCHE ALT-A
      SECURITIES, INC., THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR, THE
      TRUSTEE, ANY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
      CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
      OR
      INSTRUMENTALITY OF THE UNITED STATES.

     

    This
      certifies that Deutsche Bank Securities Inc. is the registered owner of the
      Percentage Interest evidenced hereby in the beneficial ownership interest of
      Certificates of the same Class as this Certificate in certain assets of the
      Trust Fund generally consisting of the Mortgage Loans and related assets sold
      by
      Deutsche Alt-A Securities, Inc. (the “Depositor”). The Mortgage Loans were sold
      by DB Structured Products, Inc. to the Depositor. Wells Fargo Bank, N.A. will
      act as master servicer of the Mortgage Loans (the “Master Servicer”, which term
      includes any successors thereto under the Agreement referred to below). The
      Trust Fund was created pursuant to the Pooling and Servicing Agreement dated
      as
      of the Cut-Off Date specified above (the “Agreement”), among the Depositor,
      Wells Fargo Bank, N.A., as Master Servicer and securities administrator (the
      “Securities Administrator”) and HSBC Bank USA, National Association as trustee
      (the “Trustee”), a summary of certain of the pertinent provisions of which is
      set forth hereafter. To the extent not defined herein, capitalized terms used
      herein shall have the meaning ascribed to them in the Agreement. This
      Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement, to which Agreement the Holder of this Certificate
      by virtue of its acceptance hereof assents and by which such Holder is
      bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following such 25th
      day (a
“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 Business Day of the month immediately preceding the month
      in which such Distribution Date occurs (the “Record Date”), in an amount equal
      to the product of the Percentage Interest evidenced by this Certificate and
      the
      amount required to be distributed to the Holders of Class P Certificates on
      such
      Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Securities Administrator by wire transfer in
      immediately available funds to the account of the Person entitled thereto if
      such Person shall have so notified the Securities Administrator in writing
      at
      least five Business Days prior to the Record Date immediately prior to such
      Distribution Date and is the registered owner of Class P Certificates, or
      otherwise by check mailed by first class mail 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 Securities Administrator of the pendency
      of
      such distribution and only upon presentation and surrender of this Certificate
      at the office or agency appointed by the Securities Administrator for that
      purpose as provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage Pass-Through Certificate of the Series specified on the face hereof
      (herein called the “Certificates”) and representing a Percentage Interest in the
      Class of Certificates specified on the face hereof equal to the denomination
      specified on the face hereof divided by the aggregate Certificate Principal
      Balance of the Class of Certificates specified on the face hereof. The
      Certificates, in the aggregate, evidence the entire beneficial ownership
      interest in the Trust Fund formed pursuant to the Agreement.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans and certain other assets of the Trust
      Fund, all as more specifically set forth herein and in the Agreement. As
      provided in the Agreement, withdrawals from the Protected Accounts and the
      Distribution Account may be made from time to time for purposes other than
      distributions to Certificateholders, such purposes including reimbursement
      of
      advances made, or certain expenses incurred, with respect to the Mortgage Loans.
      

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Trustee, the Securities Administrator, and the rights
      of
      the Certificateholders under the Agreement at any time by the Depositor, the
      Master Servicer, the Trustee and the Securities Administrator with the consent
      of the Holders of Certificates entitled to at least 66% of the Voting Rights
      and
      the consent of the Certificate Insurer. 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 Agreement also permits the amendment
      thereof, in certain limited circumstances, without the consent of the Holders
      of
      any of the Certificates or the Certificate Insurer.

     

    As
      provided in the 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 offices or
      agencies appointed by the Securities Administrator as provided in the Agreement,
      duly endorsed by, or accompanied by an assignment in the form below or other
      written instrument of transfer in form satisfactory to the Securities
      Administrator duly executed by, the Holder hereof or such Holder’s attorney duly
      authorized in writing, and thereupon one or more new Certificates of the same
      Class in authorized denominations evidencing the same aggregate Percentage
      Interest will be issued to the designated transferee or
      transferees.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Securities Administrator may require payment of a sum sufficient to
      cover any tax or other governmental charge that may be imposed in connection
      with any transfer or exchange of Certificates.

     

    No
      transfer of this Certificate shall be made unless the transfer is made pursuant
      to an effective registration statement under the Securities Act, and an
      effective registration or qualification under applicable state securities laws,
      or is made in a transaction that does not require such registration or
      qualification. In the event that such a transfer of this Certificate is to
      be
      made without registration or qualification, the Securities Administrator shall
      require receipt of (i) if such transfer is purportedly being made in reliance
      upon Rule 144A or Regulation S under the Securities Act, written certifications
      from the Holder of the Certificate desiring to effect the transfer, and from
      such Holder’s prospective transferee, substantially in the forms attached to the
      Agreement as Exhibits D and E, respectively, (ii) if such transfer is
      purportedly being made in reliance upon Rule 501(a) under the Securities Act,
      written certifications from the Holder of the Certificate desiring to effect
      the
      transfer and from such Holder’s prospective transferee, substantially in the
      form attached to the Agreement as Exhibit B-2 and (iii) in all other cases,
      an
      Opinion of Counsel satisfactory to it that such transfer may be made without
      such registration or qualification (which Opinion of Counsel shall not be an
      expense of the Trust Fund or of the Depositor, the Trustee, the Master Servicer
      or the Securities Administrator in their respective capacities as such),
      together with copies of the written certification(s) of the Holder of the
      Certificate desiring to effect the transfer and/or such Holder’s prospective
      transferee upon which such Opinion of Counsel is based. None of the Depositor,
      the Trustee or the Securities Administrator is obligated to register or qualify
      the Class of Certificates specified on the face hereof under the Securities
      Act
      or any other securities law or to take any action not otherwise required under
      the Agreement to permit the transfer of such Certificates without registration
      or qualification. Any Holder desiring to effect a transfer of this Certificate
      shall be required to indemnify the Trustee, the Depositor, the Master Servicer
      and the Securities Administrator against any liability that may result if the
      transfer is not so exempt or is not made in accordance with such federal and
      state laws.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person using “Plan Assets” to acquire this Certificate shall be made except
      in accordance with Section 5.2(c) of the Agreement.

     

    The
      Depositor, the Master Servicer, the Trustee, the Securities Administrator and
      any agent of the Depositor, the Master Servicer, the Trustee or the Securities
      Administrator may treat the Person in whose name this Certificate is registered
      as the owner hereof for all purposes, and none of the Depositor, the Master
      Servicer, the Trustee, the Securities Administrator nor any such agent shall
      be
      affected by notice to the contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Securities Administrator and required to be paid to them pursuant to the
      Agreement following the earlier of (i) the final payment or other liquidation
      (or any advance with respect thereto) of the last Mortgage Loan remaining in
      the
      Trust Fund and (ii) the purchase by the party designated in the Agreement at
      a
      price determined as provided in the Agreement of all the Mortgage Loans and
      all
      property acquired in respect of such Mortgage Loans. The Agreement permits,
      but
      does not require, the party designated in the Agreement to purchase all the
      Mortgage Loans and all property acquired in respect of any Mortgage Loan at
      a
      price determined as provided in the Agreement. The exercise of such right will
      effect early retirement of the Certificates; however, such right to purchase
      is
      subject to the aggregate Scheduled Principal Balance of the Mortgage Loans
      and
      the fair market value of each REO Property remaining in the Trust Fund at the
      time of purchase being less than or equal to 10% of the aggregate Scheduled
      Principal Balance of the Initial Mortgage Loans as of the Cut-Off Date plus
      the
      Original Pre-Funded Amount.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      neither the Trustee nor the Securities Administrator assume any responsibility
      for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Securities
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

     

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      




    IN
      WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
      be
      duly executed.

     

    Dated:

     

    

      
        	 	
                WELLS
                  FARGO BANK, N.A.

                as
                  Securities Administrator

              
	 	 	 
	 	
                By:

              	 
	 	
                 

              	
                Authorized
                  Officer

              


      

      

 

    

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class A-X-2 Certificates referred to in the within-mentioned
      Agreement.

     

    

      
        	 	
                WELLS
                  FARGO BANK, N.A.

                as
                  Securities Administrator

              
	 	 	 
	 	
                By:

              	 
	 	
                 

              	
                Authorized
                  Officer

              


      

      


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



    

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT -

            	
                   Custodian      

              (Cust)
                (Minor)

              under
                Uniform Gifts 

              to
                Minors Act

            
	
              TEN
                ENT -

            	
              as
                tenants by the entireties

            	 	
              ________________

              (State)

            
	
              JT
                TEN -

            	
              as
                joint tenants with right 

              if
                survivorship and not as 

              tenants
                in common

            	 	 
	 	 	 	 
	
              Additional
                abbreviations may also be used though not in the above
                list.

            


    

    


    
      ASSIGNMENT

      
 

      
        FOR
          VALUE
          RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
          

         

        
          	 


        

        (Please
          print or typewrite name, address including postal zip code, and Taxpayer
          Identification Number of assignee)

         

        a
          Percentage Interest equal to____% evidenced by the within Asset-Backed
          Pass-Through Certificate and hereby authorize(s) the registration of transfer
          of
          such interest to assignee on the Certificate Register of the Trust
          Fund.

         

        
          	 


        

        


         

        I
          (we)
          further direct the Certificate Registrar to issue a new Certificate of
          a like
          Percentage Interest and Class to the above named assignee and deliver such
          Certificate to the following address:

        
 

        
          	
                  Dated:

                	 
	 	
                  Signature
                    by or on behalf of assignor

                
	 	 
	 	 
	 	
                  Signature
                    Guaranteed

                


        

      

      


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      to
      _______________________________________________________________ for the account
      of ______________________________________________________________, account
      number ____________________, or, if mailed by check, to _______________________
      _____________________________________________________________________________.
      Applicable statements should be mailed to
      _______________________________________
      _____________________________________________________________________________.
      This information is provided by
      __________________________________________________, the assignee named above,
      or
      _______________________________________, as its agent.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    EXHIBIT
      A-9

     

    FORM
      OF
      CLASS R CERTIFICATE

     

    THIS
      CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES
      PERSON.

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS THE SOLE
      “RESIDUAL INTEREST” IN EACH “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
      TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
      REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).

     

    ANY
      RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
      IN
      ACCORDANCE WITH THE PROVISIONS OF SECTION 5.2(c) OF THE AGREEMENT REFERRED
      TO
      HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS
      AMENDED (“ERISA”), OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE
      PROCEDURES DESCRIBED HEREIN.

     

    ANY
      RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
      IF
      THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE SECURITIES
      ADMINISTRATOR THAT (A) SUCH TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY
      POSSESSION THEREOF, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN
      GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY
      OF
      ANY OF THE FOREGOING, (2) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED
      IN SECTION 521 OF THE CODE) THAT 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, (3) ANY ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF THE
      CODE
      (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (1), (2) OR (3) SHALL
      HEREINAFTER BE REFERRED TO AS A “DISQUALIFIED ORGANIZATION”) OR (4) AN AGENT OF
      A DISQUALIFIED ORGANIZATION AND (B) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE
      THE
      ASSESSMENT OR COLLECTION OF TAX, AND (II) SUCH TRANSFEREE SATISFIES CERTAIN
      ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED
      TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF
      ANY
      TRANSFER, SALE OR OTHER DISPOSITION OF THIS 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
      THIS CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE CONSENTED TO
      THE
      PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 5.2(c) OF THE
      AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A DISQUALIFIED ORGANIZATION
      IS
      PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP OF THIS
      CERTIFICATE.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              DBALT
                Series 2006-AB1, Class R

            	 	
              Aggregate
                Percentage Interest of the Class R Certificates as of the Issue Date:
                100.00%

            
	
              Date
                of Pooling and Servicing Agreement

              and
                Cut-Off Date: January 1, 2006

            	 	
              Master
                Servicer: Wells Fargo Bank, N.A.

            
	
               

              First
                Distribution Date: February 25, 2006

            	 	
               

              Trustee:
                HSBC Bank USA, National Association

            
	
              No.
                1

            	 	
              Issue
                Date: January 31, 2006

            
	 	 	
              CUSIP: 251510
                MY 6

            
	 	 	 


    

    


     

    DEUTSCHE
      ALT-B SECURITIES MORTGAGE LOAN TRUST, SERIES 2006-AB1

    MORTGAGE
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a fractional undivided interest in the distributions allocable to the Class
      R
      Certificates with respect to a trust fund generally consisting of a pool of
      conventional one- to four-family fixed-rate mortgage loans (the “Mortgage
      Loans”) secured by one- to four- family residences, units in planned unit
      developments and individual condominium units (the “Trust Fund”) sold by
      DEUTSCHE ALT-A SECURITIES, INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN DEUTSCHE ALT-A
      SECURITIES, INC., THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR, THE
      TRUSTEE, ANY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
      CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
      OR
      INSTRUMENTALITY OF THE UNITED STATES.

     

    This
      certifies that Deutsche Bank Securities Inc. is the registered owner of the
      Percentage Interest evidenced hereby in the beneficial ownership interest of
      Certificates of the same Class as this Certificate in certain assets of the
      Trust Fund generally consisting of the Mortgage Loans and related assets sold
      by
      Deutsche Alt-A Securities, Inc. (the “Depositor”). The Mortgage Loans were sold
      by DB Structured Products, Inc. to the Depositor. Wells Fargo Bank, N.A. will
      act as master servicer of the Mortgage Loans (the “Master Servicer”, which term
      includes any successors thereto under the Agreement referred to below). The
      Trust Fund was created pursuant to the Pooling and Servicing Agreement dated
      as
      of the Cut-Off Date specified above (the “Agreement”), among the Depositor,
      Wells Fargo Bank, N.A., as Master Servicer and securities administrator (the
      “Securities Administrator”) and HSBC Bank USA, National Association as trustee
      (the “Trustee”), a summary of certain of the pertinent provisions of which is
      set forth hereafter. To the extent not defined herein, capitalized terms used
      herein shall have the meaning ascribed to them in the Agreement. This
      Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement, to which Agreement the Holder of this Certificate
      by virtue of its acceptance hereof assents and by which such Holder is
      bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following such 25th
      day (a
“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 Business Day of the month immediately preceding the month
      in which such Distribution Date occurs (the “Record Date”), in an amount equal
      to the product of the Percentage Interest evidenced by this Certificate and
      the
      amount required to be distributed to the Holders of Class R Certificates on
      such
      Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Securities Administrator by wire transfer in
      immediately available funds to the account of the Person entitled thereto if
      such Person shall have so notified the Securities Administrator in writing
      at
      least five Business Days prior to the Record Date immediately prior to such
      Distribution Date and is the registered owner of Class R Certificates, or
      otherwise by check mailed by first class mail 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 Securities Administrator of the pendency
      of
      such distribution and only upon presentation and surrender of this Certificate
      at the office or agency appointed by the Securities Administrator for that
      purpose as provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      a
      Mortgage Pass-Through Certificate of the Series specified on the face hereof
      (herein called the “Certificates”) and representing a Percentage Interest in the
      Class of Certificates specified on the face hereof equal to the denomination
      specified on the face hereof divided by the aggregate Certificate Principal
      Balance of the Class of Certificates specified on the face hereof. The
      Certificates, in the aggregate, evidence the entire beneficial ownership
      interest in the Trust Fund formed pursuant to the Agreement.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans and certain other assets of the Trust
      Fund, all as more specifically set forth herein and in the Agreement. As
      provided in the Agreement, withdrawals from the Protected Accounts and the
      Distribution Account may be made from time to time for purposes other than
      distributions to Certificateholders, such purposes including reimbursement
      of
      advances made, or certain expenses incurred, with respect to the Mortgage Loans.
      

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Trustee, the Securities Administrator and the rights of
      the
      Certificateholders under the Agreement at any time by the Depositor, the Master
      Servicer, the Trustee and the Securities Administrator with the consent of
      the
      Holders of Certificates evidencing, in the aggregate, not less than 66-2/3%
      Percentage Interests of all Certificates and the consent of the Certificate
      Insurer. 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 Agreement also permits the amendment thereof, in certain
      limited circumstances, without the consent of the Holders of any of the
      Certificates or the Certificate Insurer.

     

    As
      provided in the 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 offices or
      agencies appointed by the Securities Administrator as provided in the Agreement,
      duly endorsed by, or accompanied by an assignment in the form below or other
      written instrument of transfer in form satisfactory to the Securities
      Administrator duly executed by, the Holder hereof or such Holder’s attorney duly
      authorized in writing, and thereupon one or more new Certificates of the same
      Class in authorized denominations evidencing the same aggregate Percentage
      Interest will be issued to the designated transferee or
      transferees.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, Certificates are exchangeable for new Certificates of the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same.

     

    Each
      Holder of this Certificate will be deemed to have agreed to be bound by the
      restrictions set forth in the Agreement to the effect that (i) each person
      holding or acquiring any Ownership Interest in this Certificate must be a United
      States Person and a Permitted Transferee, (ii) the transfer of any Ownership
      Interest in this Certificate will be conditioned upon the delivery to the
      Securities Administrator of, among other things, an affidavit to the effect
      that
      it is a United States Person and Permitted Transferee, (iii) any attempted
      or
      purported transfer of any Ownership Interest in this Certificate in violation
      of
      such restrictions will be absolutely null and void and will vest no rights
      in
      the purported transferee, and (iv) if any person other than a United States
      Person and a Permitted Transferee acquires any Ownership Interest in this
      Certificate in violation of such restrictions, then the Depositor will have
      the
      right, in its sole discretion and without notice to the Holder of this
      Certificate, to sell this Certificate to a purchaser selected by the Depositor,
      which purchaser may be the Depositor, or any affiliate of the Depositor, on
      such
      terms and conditions as the Depositor may choose.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person using “Plan Assets” to acquire this Certificate shall be made except
      in accordance with Section 5.2(c) of the Agreement.

     

    Prior
      to
      registration of any transfer, sale or other disposition of this Certificate,
      the
      proposed transferee shall provide to the Securities Administrator (i) an
      affidavit to the effect that such transferee is any Person other than a
      Disqualified Organization or the agent (including a broker, nominee or
      middleman) of a Disqualified Organization, and (ii) a certificate that
      acknowledges that (A) the Class R Certificates have been designated as
      representing the beneficial ownership of the residual interests in each REMIC,
      (B) it will include in its income a pro
      rata
      share of
      the net income of the Trust Fund and that such income may be an “excess
      inclusion,” as defined in the Code, that, with certain exceptions, cannot be
      offset by other losses or benefits from any tax exemption, and (C) it expects
      to
      have the financial means to satisfy all of its tax obligations including those
      relating to holding the Class R Certificates. Notwithstanding the registration
      in the Certificate Register of any transfer, sale or other disposition of this
      Certificate to a Disqualified Organization or an agent (including a broker,
      nominee or middleman) 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, including, but not limited
      to,
      the receipt of distributions in respect of this Certificate.

     

    The
      Holder of this Certificate, by its acceptance hereof, shall be deemed to have
      consented to the provisions of Section 5.2(c) of the Agreement and to any
      amendment of the Agreement deemed necessary by counsel of the Depositor to
      ensure that the transfer of this Certificate to any Person other than a
      Permitted Transferee or any other Person will not cause any portion of the
      Trust
      Fund to cease to qualify as a REMIC or cause the imposition of a tax upon any
      REMIC.

     

    No
      service charge will be made for any such registration of transfer or exchange
      of
      Certificates, but the Securities Administrator may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    The
      Depositor, the Master Servicer, the Trustee, the Securities Administrator and
      any agent of the Depositor, the Master Servicer, the Trustee or the Securities
      Administrator may treat the Person in whose name this Certificate is registered
      as the owner hereof for all purposes, and none of the Depositor, the Master
      Servicer, the Trustee or the Securities Administrator nor any such agent shall
      be affected by notice to the contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Securities Administrator and required to be paid to them pursuant to the
      Agreement following the earlier of (i) the final payment or other liquidation
      (or any advance with respect thereto) of the last Mortgage Loan remaining in
      the
      Trust Fund and (ii) the purchase by the party designated in the Agreement at
      a
      price determined as provided in the Agreement of all the Mortgage Loans and
      all
      property acquired in respect of such Mortgage Loans. The Agreement permits,
      but
      does not require, the party designated in the Agreement to purchase all the
      Mortgage Loans and all property acquired in respect of any Mortgage Loan at
      a
      price determined as provided in the Agreement. The exercise of such right will
      effect early retirement of the Certificates; however, such right to purchase
      is
      subject to the aggregate Scheduled Principal Balance of the Mortgage Loans
      and
      the fair market value of each REO Property remaining in the Trust Fund at the
      time of purchase being less than or equal to 10% of the aggregate Scheduled
      Principal Balance of the Initial Mortgage Loans as of the Cut-Off Date plus
      the
      Original Pre-Funded Amount.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      neither the Trustee nor the Securities Administrator assume any responsibility
      for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Securities
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      




    
      IN
        WITNESS WHEREOF, the Securities Administrator has caused this Certificate
        to be
        duly executed.

       

      Dated:

       

      

        
          	 	
                  WELLS
                    FARGO BANK, N.A.

                  as
                    Securities Administrator

                
	 	 	 
	 	
                  By:

                	 
	 	
                   

                	
                  Authorized
                    Officer

                


        

        

 

      

      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Class A-X-2 Certificates referred to in the within-mentioned
        Agreement.

       

      

        
          	 	
                  WELLS
                    FARGO BANK, N.A.

                  as
                    Securities Administrator

                
	 	 	 
	 	
                  By:

                	 
	 	
                   

                	
                  Authorized
                    Officer

                


        

        


      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT -

            	
                   Custodian      

              (Cust)
                (Minor)

              under
                Uniform Gifts 

              to
                Minors Act

            
	
              TEN
                ENT -

            	
              as
                tenants by the entireties

            	 	
              ________________

              (State)

            
	
              JT
                TEN -

            	
              as
                joint tenants with right 

              if
                survivorship and not as 

              tenants
                in common

            	 	 
	 	 	 	 
	
              Additional
                abbreviations may also be used though not in the above
                list.

            


    

    


    
      ASSIGNMENT

      
 

      
        FOR
          VALUE
          RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
          

         

        
          	 


        

        (Please
          print or typewrite name, address including postal zip code, and Taxpayer
          Identification Number of assignee)

         

        a
          Percentage Interest equal to____% evidenced by the within Asset-Backed
          Pass-Through Certificate and hereby authorize(s) the registration of transfer
          of
          such interest to assignee on the Certificate Register of the Trust
          Fund.

         

        
          	 


        

        


         

        I
          (we)
          further direct the Certificate Registrar to issue a new Certificate of
          a like
          Percentage Interest and Class to the above named assignee and deliver such
          Certificate to the following address:

        
 

        
          	
                  Dated:

                	 
	 	
                  Signature
                    by or on behalf of assignor

                
	 	 
	 	 
	 	
                  Signature
                    Guaranteed

                


        

      

      


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      to
      _______________________________________________________________ for the account
      of ______________________________________________________________, account
      number ____________________, or, if mailed by check, to _______________________
      _____________________________________________________________________________.
      Applicable statements should be mailed to
      _______________________________________
      _____________________________________________________________________________.
      This information is provided by
      __________________________________________________, the assignee named above,
      or
      _______________________________________, as its agent.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    


    [RESERVED]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

    


    FORM
      OF
      TRANSFER AFFIDAVIT

    


    Affidavit
      pursuant to Section 860E(e)(4) of the Internal Revenue Code of 1986, as amended,
      and for other purposes 

     

    

      
        	
                STATE
                  OF 

              	
                )

              	 
	 	
                )

              	
                ss.:

              
	
                COUNTY
                  OF___________

              	
                )

              	 


      

      

 

    

    [NAME
      OF
      OFFICER], being first duly sworn, deposes and says:

    


    1. That
      he/she is [Title of Officer] of [Name of Investor] (the “Investor”), 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.

    


    2. That
      (i)
      the Investor is not a “disqualified organization” as defined in Section
      860E(e)(5) of the Internal Revenue Code of 1986, as amended (the “Code”), and
      will not be a disqualified organization as of [Closing Date] [date of purchase];
      (ii) it is not acquiring the Deutsche Alt-B Securities Mortgage Loan Trust,
      Series 2006-AB1 Mortgage Pass-Through Certificates, Class R Certificates (the
      “Residual Certificates”) for the account of a disqualified organization; (iii)
      it consents to any amendment of the Pooling and Servicing Agreement that shall
      be deemed necessary by Deutsche Atl-A Securities, Inc. (upon advice of counsel)
      to constitute a reasonable arrangement to ensure that the Residual Certificates
      will not be owned directly or indirectly by a disqualified organization; and
      (iv) it will not transfer such Residual Certificates unless (a) it has received
      from the transferee an affidavit in substantially the same form as this
      affidavit containing these same four representations and (b) as of the time
      of
      the transfer, it does not have actual knowledge that such affidavit is
      false.

    


    3. That
      the
      Investor is one of the following: (i) a citizen or resident of the United
      States, (ii) a corporation or partnership (including an entity treated as a
      corporation or partnership for 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 (except, in the case of a partnership, to the extent provided in
      regulations), provided that no partnership or other entity treated as a
      partnership for United States federal income tax purposes shall be treated
      as a
      United States Person unless all persons that own an interest in such partnership
      either directly or through any entity that is not a corporation for United
      States federal income tax purposes are United States Persons, (iii) an estate
      whose income is subject to United States federal income tax regardless of its
      source, or (iv) a trust other than a “foreign trust,” as defined in Section 7701
      (a)(31) of the Code.

    


    4. That
      the
      Investor’s taxpayer identification number is
      ______________________.

    


    5. That
      no
      purpose of the acquisition of the Residual Certificates is to avoid or impede
      the assessment or collection of tax.

    


    6. That
      the
      Investor understands that, as the holder of the Residual Certificates, the
      Investor may incur tax liabilities in excess of any cash flows generated by
      such
      Residual Certificates.

    


    7. That
      the
      Investor intends to pay taxes associated with holding the Residual Certificates
      as they become due.

    


    IN
      WITNESS WHEREOF, the Investor has caused this instrument to be executed on
      its
      behalf, pursuant to authority of its Board of Directors, by its [Title of
      Officer] this ____ day of _________, 20__.

    


    

      
        	 	
                [NAME
                  OF INVESTOR]

              
	 	 	 
	 	
                 

              	
                [Name
                  of Officer]

              
	 	
                 

              	
                [Title
                  of Officer]

              
	 	
                 

              	
                [Address
                  of Investor for receipt of distributions]

              
	 	 	 
	 	 	
                Address
                  of Investor for receipt of tax
                  information:

              


      

      
 

    

    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 Investor, and acknowledged to me that he/she executed the same
      as his/her free act and deed and the free act and deed of the
      Investor.

    


    Subscribed
      and sworn before me this ___ day of _________, 20___.

    


    NOTARY
      PUBLIC

    


    COUNTY
      OF

    


    STATE
      OF

    


    


    My
      commission expires the ___ day of ___________________, 20___.

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D

    


    FORM
      OF
      TRANSFEROR CERTIFICATE

    


    


    ______________,200___

    


    


    HSBC
      Bank
      USA, National Association 

    452
      Fifth
      Avenue

    New
      York,
      New York 10018

    Attention: Deutsche
      Alt-B Securities 

    Mortgage
      Loan Trust, Series 2006-AB1

    


    Wells
      Fargo Bank, N.A.

    9062
      Old
      Annapolis Road

    Columbia,
      Maryland 21045

    Attention: Deutsche
      Alt-B Securities 

    Mortgage
      Loan Trust, Series 2006-AB1

    


    Deutsche
      Alt-A Securities, Inc.

    60
      Wall
      Street

    New
      York,
      New York 10005

    Attention: Deutsche
      Alt-B Securities 

    Mortgage
      Loan Trust, Series 2006-AB1

    


    


    Re: Deutsche
      Alt-B Securities Mortgage Loan Trust,

    Series
      2006-AB1, Class [CE][P][R]Mortgage Pass-Through Certificates

    


    Ladies
      and Gentlemen:

    


    In
      connection with the transfer by ______________________ (the “Transferor”) to
      ___________________ (the “Transferee”) of the captioned mortgage pass-through
      certificates (the “Certificates”), the Transferor hereby certifies as
      follows:

     

    Neither
      the Transferor nor anyone acting on its behalf has (a) offered, pledged, sold,
      disposed of or otherwise transferred any Certificate, any interest in any
      Certificate or any other similar security to any person in any manner, (b)
      has
      solicited any offer to buy or to accept a pledge, disposition or other transfer
      of any Certificate, any interest in any Certificate or any other similar
      security from any person in any manner, (c) has otherwise approached or
      negotiated with respect to any Certificate, any interest in any Certificate
      or
      any other similar security with any person in any manner, (d) has made any
      general solicitation by means of general advertising or in any other manner,
      (e)
      has taken any other action, that (in the case of each of subclauses (a) through
      (e) above) would constitute a distribution of the Certificates under the
      Securities Act of 1933, as amended (the “1933 Act”), or would render the
      disposition of any Certificate a violation of Section 5 of the 1933 Act or
      any
      state securities law or would require registration or qualification pursuant
      thereto. The Transferor will not act, nor has it authorized or will it authorize
      any person to act, in any manner set forth in the foregoing sentence with
      respect to any Certificate. The Transferor will not sell or otherwise transfer
      any of the Certificates, except in compliance with the provisions of that
      certain Pooling and Servicing Agreement, dated as of January 1, 2006, among
      Deutsche Alt-A Securities, Inc. as Depositor, Wells Fargo Bank, N.A. as Master
      Servicer and Securities Administrator and HSBC Bank USA, National Association
      as
      Trustee (the “Pooling and Servicing Agreement”), pursuant to which Pooling and
      Servicing Agreement the Certificates were issued.

     

    Capitalized
      terms used but not defined herein shall have the meanings assigned thereto
      in
      the Pooling and Servicing Agreement.

     

    

      
        	 	Very
                truly
                yours,
	 	 	 
	 	
                (Seller)

              	 
	 	 	 
	 	
                By:

              	 
	 	
                Name:

              	 
	 	
                Title:

              	 


      

      


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



    

    EXHIBIT
      E

    


    FORM
      OF
      TRANSFEREE REPRESENTATION LETTER

     

    [Date]

     

    Wells
      Fargo Bank, N.A.

    9062
      Old
      Annapolis Road

    Columbia,
      Maryland 21045

    Attention:              Deutsche
      Alt-B Securities

    Mortgage
      Loan Trust, Series 2006-AB1

    


    


    
      	 	
              Re:

            	
              Deutsche
                Alt-B Securities Mortgage Loan Trust, Series 2006-AB1 Mortgage
                Pass-Through Certificates, Class CE and Class P
                Certificates

            


    

     

    Ladies
      and Gentlemen:

     

    In
      connection with the purchase from ______________________________ (the
“Transferor”) on the date hereof of the captioned trust certificates (the
“Certificates”), (the “Transferee”) hereby certifies as follows:

     

    1. The
      Transferee is a “qualified institutional buyer” as that term is defined in Rule
      144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “1933 Act”)
      and has completed either of the forms of certification to that effect attached
      hereto as Annex 1 or Annex 2. The Transferee is aware that the sale to it is
      being made in reliance on Rule 144A. The Transferee is acquiring the
      Certificates for its own account or for the account of a qualified institutional
      buyer, and understands that such Certificate 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.

     

    2. The
      Transferee has been furnished with all information regarding (a) the
      Certificates and distributions thereon, (b) the nature, performance and
      servicing of the Mortgage Loans, (c) the Pooling and Servicing Agreement
      referred to below, and (d) any credit enhancement mechanism associated with
      the
      Certificates, that it has requested.

     

    3. The
      Transferee: (a) 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 (the “Code”) (each, 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 Certificate with “plan
      assets” of any Plan within the meaning of the Department of Labor (“DOL”)
      regulation at 29 C.F.R. §2510.3-101 or (b) [[for Class CE, P] has provided the
      Securities Administrator with an opinion of counsel on which the Trustee, the
      Depositor, the Master Servicer and the Securities Administrator may rely,
      acceptable to and in form and substance satisfactory to the Trustee to the
      effect that the purchase of Certificates is permissible under applicable law,
      will not constitute or result in any non-exempt prohibited transaction under
      ERISA or Section 4975 of the Code and will not subject the Trust Fund, the
      Trustee, the Depositor, the Master Servicer or the Securities Administrator
      to
      any obligation or liability (including obligations or liabilities under ERISA
      or
      Section 4975 of the Code) in addition to those undertaken in the Pooling and
      Servicing Agreement.] 

     

    In
      addition, the Transferee hereby certifies, represents and warrants to, and
      covenants with, the Depositor, the Trustee, the Securities Administrator and
      the
      Master Servicer that the Transferee will not transfer such Certificates to
      any
      Plan or person unless such Plan or person meets the requirements set forth
      in
      paragraph 3 above.

     

    All
      capitalized terms used but not otherwise defined herein have the respective
      meanings assigned thereto in the Pooling and Servicing Agreement (the “Pooling
      and Servicing Agreement”), dated as of January 1, 2006, among Deutsche Alt-A
      Securities, Inc. as Depositor, Wells Fargo Bank, N.A. as Master Servicer and
      Securities Administrator and HSBC Bank USA, National Association as Trustee,
      pursuant to which the Certificates were issued.

     

    
      	 	
              [TRANSFEREE]

            
	 	 	 
	 	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ANNEX
      1
      TO EXHIBIT E

     

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

     

    [For
      Transferees Other Than Registered Investment Companies]

     

    The
      undersigned hereby certifies as follows to [name of Transferor] (the
“Transferor”) and Wells Fargo Bank, N.A., as Securities Administrator, with
      respect to the mortgage backed pass-through certificates (the “Certificates”)
      described in the Transferee Certificate to which this certification relates
      and
      to which this certification is an Annex:

     

    1. As
      indicated below, the undersigned is the President, Chief Financial Officer,
      Senior Vice President or other executive officer of the entity purchasing the
      Certificates (the “Transferee”).

     

    2. In
      connection with purchases by the Transferee, the Transferee is a “qualified
      institutional buyer” as that term is defined in Rule 144A under the Securities
      Act of 1933 (“Rule 144A”) because (i) the Transferee owned and/or invested on a
      discretionary basis $________________1 
      in
      securities (except for the excluded securities referred to below) as of the
      end
      of the Transferee’s most recent fiscal year (such amount being calculated in
      accordance with Rule 144A) and (ii) the Transferee satisfies the criteria in
      the
      category marked below.

     

    
      	 	
              ___

            	
              Corporation,
                etc.
                The Transferee is a corporation (other than a bank, savings and loan
                association or similar institution), Massachusetts or similar business
                trust, partnership, or any organization described in Section 501(c)(3)
                of
                the Internal Revenue Code of 1986.

            


    

     

    
      	 	
              ___

            	
              Bank.
                The Transferee (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 Transferee (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, a
                copy of which is attached hereto.

            


    

     

    
      	 	
              ___

            	
              Broker-dealer.
                The Transferee is a dealer registered pursuant to Section 15 of the
                Securities Exchange Act of 1934.

            


    

     

    
      	 	
              ___

            	
              Insurance
                Company.
                The Transferee 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,
                territory or the District of
                Columbia.

            


    

     

    
      	 	
              ___

            	
              State
                or Local Plan.
                The Transferee 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 Transferee is an employee benefit plan within the meaning of
                Title I
                of the Employee Retirement Income Security Act of
                1974.

            


    

     

    
      	 	
              ___

            	
              Investment
                Advisor
                The Transferee is an investment advisor registered under the Investment
                Advisers Act of 1940.

            


    

     

    3. The
      term
“securities”
      as used
      herein does
      not include
      (i)
      securities of issuers that are affiliated with the Transferee, (ii) securities
      that are part of an unsold allotment to or subscription by the Transferee,
      if
      the Transferee is a dealer, (iii) securities issued or guaranteed by the U.S.
      or
      any instrumentality thereof, (iv) bank deposit notes and certificates of
      deposit, (v) loan participations, (vi) repurchase agreements, (vii)
      securities owned but subject to a repurchase agreement and (viii) 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 Transferee, the Transferee used the cost of
      such
      securities to the Transferee and did not include any of the securities referred
      to in the preceding paragraph. Further, in determining such aggregate amount,
      the Transferee may have included securities owned by subsidiaries of the
      Transferee, but only if such subsidiaries are consolidated with the Transferee
      in its financial statements prepared in accordance with generally accepted
      accounting principles and if the investments of such subsidiaries are managed
      under the Transferee’s direction. However, such securities were not included if
      the Transferee is a majority-owned, consolidated subsidiary of another
      enterprise and the Transferee is not itself a reporting company under the
      Securities Exchange Act of 1934.

     

    5. The
      Transferee acknowledges that it is familiar with Rule 144A and understands
      that
      the Transferor 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 Transferee may be in reliance on Rule 144A.

     

    
      	 	
              ___

            	
              ___

            	
              Will
                the Transferee be purchasing the Certificates

            
	 	
              Yes

            	
              No

            	
              only
                for the Transferee’s own account?

            
	 	 	 	 


    

    6. If
      the
      answer to the foregoing question is “no”, the Transferee agrees that, in
      connection with any purchase of securities sold to the Transferee for the
      account of a third party (including any separate account) in reliance on Rule
      144A, the Transferee 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 Transferee agrees that the Transferee will not purchase
      securities for a third party unless the Transferee 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
      Transferee 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 Transferee’s purchase of the Certificates will constitute a
      reaffirmation of this certification as of the date of such purchase. In
      addition, if the Transferee is a bank or savings and loan as provided above,
      the
      Transferee agrees that it will furnish to such parties updated annual financial
      statements promptly after they become available.

     

    Dated:

    
      	 	
              Print
                Name of Transferee

            
	 	 	 
	 	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ANNEX
      2 TO EXHIBIT E

     

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

     

    [For
      Transferees That Are Registered Investment Companies]

     

    The
      undersigned hereby certifies as follows to [name of Transferor] (the
“Transferor”) and Wells Fargo Bank, N.A., as Securities Administrator, with
      respect to the mortgage backed pass-through certificates (the “Certificates”)
      described in the Transferee Certificate to which this certification relates
      and
      to which this certification is an Annex:

     

    1. As
      indicated below, the undersigned is the President, Chief Financial Officer
      or
      Senior Vice President of the entity purchasing the Certificates (the
“Transferee”) or, if the Transferee is a “qualified institutional buyer” as that
      term is defined in Rule 144A under the Securities Act of 1933 (“Rule 144A”)
      because the Transferee is part of a Family of Investment Companies (as defined
      below), is such an officer of the investment adviser (the
“Adviser”).

     

    2. In
      connection with purchases by the Transferee, the Transferee is a “qualified
      institutional buyer” as defined in Rule 144A because (i) the Transferee is an
      investment company registered under the Investment Company Act of 1940, and
      (ii)
      as marked below, the Transferee alone, or the Transferee’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 Transferee’s most recent
      fiscal year. For purposes of determining the amount of securities owned by
      the
      Transferee or the Transferee’s Family of Investment Companies, the cost of such
      securities was used.

     

    
      	 	
              ___

            	
              The
                Transferee owned $________________________ in securities (other than
                the
                excluded securities referred to below) as of the end of the Transferee’s
                most recent fiscal year (such amount being calculated in accordance
                with
                Rule 144A).

            


    

     

    
      	 	
              ___

            	
              The
                Transferee 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 Transferee’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
      Transferee or are part of the Transferee’s Family of Investment Companies, (ii)
      securities issued or guaranteed by the U.S. or any instrumentality thereof,
      (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.

     

    5. The
      Transferee is familiar with Rule 144A and understands that the parties to which
      this certification is being made are relying and will continue to rely on the
      statements made herein because one or more sales to the Transferee will be
      in
      reliance on Rule 144A. In addition, the Transferee will only purchase for the
      Transferee’s own account.

     

    6. The
      undersigned will notify the parties to which this certification is made of
      any
      changes in the information and conclusions herein. Until such notice, the
      Transferee’s purchase of the Certificates will constitute a reaffirmation of
      this certification by the undersigned as of the date of such
      purchase.

     

    Dated:

    
      	 	
              Print
                Name of Transferee

            
	 	 	 
	 	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 
	 	 	 
	 	
              IF
                AN ADVISER:

               

            
	 	
              Print
                Name of Transferee

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      F

     

    FORM
      OF
      TRANSFEREE REPRESENTATION LETTER

     

    The
      undersigned hereby certifies on behalf of the purchaser named below (the
“Purchaser”) as follows:

     

    1. I
      am an
      executive officer of the Purchaser.

     

    2. The
      Purchaser is a “qualified institutional buyer”, as defined in Rule 144A, (“Rule
      144A”) under the Securities Act of 1933, as amended.

     

    3. As
      of the
      date specified below (which is not earlier than the last day of the Purchaser’s
      most recent fiscal year), the amount of “securities”, computed for purposes of
      Rule 144A, owned and invested on a discretionary basis by the Purchaser was
      in
      excess of $100,000,000.

     

    
      	
              Name
                of Purchaser 

            	 
	
              By:
                (Signature) 

            	 
	
              Name
                of Signatory 

            	 
	
              Title
                

            	 
	
              Date
                of this certificate 

            	 
	
              Date
                of information provided in paragraph 3 

            	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      G

    


    FORM
      OF
      BENEFIT PLAN AFFIDAVIT

    [Date]

    


    HSBC
      Bank
      USA, National Association 

    452
      Fifth
      Avenue

    New
      York,
      New York 10018

    Attention:             
      Deutsche
      Alt-B Securities 

    Mortgage
      Loan Trust, Series 2006-AB1

    


    Wells
      Fargo Bank, N.A.

    9062
      Old
      Annapolis Road

    Columbia,
      Maryland 21045

    Attention:             
      Deutsche
      Alt-B Securities 

    Mortgage
      Loan Trust, Series 2006-AB1

    


    Deutsche
      Alt-A Securities, Inc.

    60
      Wall
      Street

    New
      York,
      New York 10005

    Attention:             
      Deutsche
      Alt-B Securities 

    Mortgage
      Loan Trust, Series 2006-AB1

    


    


    Re:          
      Deutsche
      Alt-B Securities Mortgage Loan Trust, Series 

    2006-AB1
      Mortgage Pass-through Certificates, (the “Trust”)

    Class
      CE, P, and R Certificates (the “Purchased Certificates”) 

    


    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
      Trust.

    


    3. The
      Purchaser either (a) is not an employee benefit plan subject to the Employee
      Retirement Income Security Act of 1974, as amended (“ERISA”) or a “plan”
described in Section 4975 of the Internal Revenue Code of 1986, as amended
      (the
“Code”) or any entity deemed to hold plan assets of any of the foregoing by
      reason of a plan's investment in such entity (a “Plan”) or (b) has provided the
      opinion of counsel required by Section 5.3(d) of the 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:

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      H

    


    FORM
      OF
ADDITION
      NOTICE

    


    [Date]

     

    
      	
              HSBC
                Bank USA, National Association 

              452
                Fifth Avenue

              New
                York, New York 10018

              Attention:
                Deutsche Alt-B Securities  Mortgage

              Loan
                Trust, Series 2006-AB1

            	 
	 	 
	
              Wells
                Fargo Bank, N.A.

              9062
                Old Annapolis Road

              Columbia,
                Maryland 21045

            	 


    

    


     

    
      	 	
              Re:
                

            	
              Pooling
                and Servicing Agreement dated as of January 1, 2006 among Deutsche
                Alt-A
                Securities, Inc. as Depositor, Wells Fargo Bank, N.A. as Master Servicer
                and Securities Administrator and HSBC Bank USA, National Association
                as
                Trustee

            


    

     

    Ladies
      and Gentlemen:

     

    Pursuant
      to Section 2.6 of the referenced Pooling and Servicing Agreement, Deutsche
      Alt-A
      Securities, Inc. has designated Subsequent Loans to be sold to the Trust Fund
      on
      __________, 2006, with an aggregate principal balance of $                        
      as
      of the
      Subsequent Cut-Off Date. Capitalized terms not otherwise defined herein have
      the
      meaning set forth in the Pooling and Servicing Agreement.

     

    


    Please
      acknowledge your receipt of this notice by countersigning the enclosed copy
      in
      the space indicated below and returning it to the attention of the
      undersigned.

     

    


     

    
      	 	
              Very
                truly yours,

               

               

            
	 	
              DEUTSCHE
                ALT-A SECURITIES, INC.,

              as
                Depositor

            
	 	 	 
	 	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 
	 	 	 
	 	 	 
	 	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 


    

    


     

    


    


    Acknowledged
      and Agreed:

     

    HSBC
      BANK
      USA, NATIONAL ASSOCIATION, as Trustee

     

    
      	
              By:

            	 	 
	
              Name:

            	 	 
	
              Title:

            	 	 


    

    


     

    

      

      
        1 Transferee
          must own and/or invest on a discretionary basis at least $100,000,000 in
          securities unless Transferee is a dealer, and, in that case, Transferee
          must own
          and/or invest on a discretionary basis at least $10,000,000 in
          securities.

      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    EXHIBIT
      I

    


    FORM
      OF
SUBSEQUENT
      TRANSFER INSTRUMENT

    


    Pursuant
      to this Subsequent Transfer Instrument, dated ________, 2006 (the “Instrument”),
      between Deutsche Alt-A Securities, Inc. as seller (the “Depositor”), and HSBC
      Bank USA, National Association as trustee of the Deutsche Alt-B Securities
      Mortgage Loan Trust, Series 2006-AB1, Mortgage Pass-Through Certificates, as
      purchaser (the “Trustee”), and pursuant to the Pooling and Servicing Agreement,
      dated as of January 1, 2006 (the “Pooling and Servicing Agreement”), among the
      Depositor, Wells Fargo Bank, N.A. as Master Servicer and Securities
      Administrator and the Trustee, the Depositor and the Trustee agree to the sale
      by the Depositor and the purchase by the Trustee in trust, on behalf of the
      Trust Fund, of the Loans listed on the attached Schedule of Subsequent Loans
      (the “Subsequent Loans”).

     

    Capitalized
      terms used but not otherwise defined herein shall have the meanings set forth
      in
      the Pooling and Servicing Agreement.

     

    Section
      1. Conveyance
      of Subsequent Loans.

     

    (a) The
      Depositor does hereby sell, transfer, assign, set over and convey to the Trustee
      in trust, on behalf of the Trust Fund, without recourse, all of its right,
      title
      and interest in and to the Subsequent Loans, and including all amounts due
      on
      the Subsequent Loans after the related Subsequent Cut-Off Date, and all items
      with respect to the Subsequent Loans to be delivered pursuant to Section 2.1
      of
      the Pooling and Servicing Agreement; provided, however that the Depositor
      reserves and retains all right, title and interest in and to amounts due on
      the
      Subsequent Loans on or prior to the related Subsequent Cut-Off Date. The
      Depositor, contemporaneously with the delivery of this Agreement, has delivered
      or caused to be delivered to the Trustee each item set forth in Section 2.1
      of
      the Pooling and Servicing Agreement. The transfer to the Trustee by the
      Depositor of the Subsequent Loans identified on the Loan Schedule shall be
      absolute and is intended by the Depositor, the Trustee and the
      Certificateholders to constitute and to be treated as a sale by the Depositor
      to
      the Trust Fund.

     

    (b) The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey to the Trustee without recourse
      for the benefit of the Certificateholders all the right, title and interest
      of
      the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement,
      dated the date hereof, between the Depositor as purchaser and the Mortgage
      Loan
      Seller as seller, to the extent of the Subsequent Loans.

     

    (c) Additional
      terms of the sale are set forth on Attachment A hereto.

     

    Section
      2. Representations
      and Warranties; Conditions Precedent.

     

    (a) The
      Depositor hereby confirms that each of the conditions and the representations
      and warranties set forth in Section 2.6 of the Pooling and Servicing Agreement
      are satisfied as of the date hereof.

     

    (b) All
      terms
      and conditions of the Pooling and Servicing Agreement are hereby ratified and
      confirmed; provided, however, that in the event of any conflict, the provisions
      of this Instrument shall control over the conflicting provisions of the Pooling
      and Servicing Agreement.

     

    Section
      3. Recordation
      of Instrument.

     

    To
      the
      extent permitted by applicable law, this Instrument, or a memorandum thereof
      if
      permitted under applicable law, is subject to recordation in all appropriate
      public offices for real property records in all of the counties or other
      comparable jurisdictions in which any or all of the properties subject to the
      Mortgages are situated, and in any other appropriate public recording office
      or
      elsewhere, such recordation to be effected by the Depositor at the
      Certificateholders’ expense on direction of the related Certificateholders, but
      only when accompanied by an Opinion of Counsel to the effect that such
      recordation materially and beneficially affects the interests of the
      Certificateholders or is necessary for the administration or servicing of the
      Mortgage Loans.

     

    Section
      4. Governing
      Law.

     

    This
      Instrument shall be construed in accordance with the laws of the State of New
      York and the obligations, rights and remedies of the parties hereunder shall
      be
      determined in accordance with such laws, without giving effect to principles
      of
      conflicts of law (other than Section 5-1401 of the New York General Obligations
      Law).

     

    Section
      5. Counterparts.

     

    This
      Instrument 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 instrument.

     

    Section
      6. Successors
      and Assigns.

     

    This
      Instrument shall inure to the benefit of and be binding upon the Depositor
      and
      the Trustee and their respective successors and assigns.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	 	
              DEUTSCHE
                ALT-A SECURITIES, INC.

            
	 	 	 
	 	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 
	 	 	 
	 	 	 
	 	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 
	 	 	 
	 	 	 
	 	
              HSBC
                BANK USA, NATIONAL ASSOCIATION, as Trustee for Deutsche Alt-B Securities
                Mortgage Loan Trust, Series 2006-AB1, Mortgage Pass-Through
                Certificates

            
	 	 	 
	 	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 


    

    


     

    


     

    Attachments

     

    
      	
              A. 

            	Additional terms of sale.


      	
              B.

            	
              Schedule
                of Subsequent Mortgage Loans.

            


    

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      




    EXHIBIT
      J

     

    MORTGAGE
      LOAN PURCHASE AGREEMENT BETWEEN THE DEPOSITOR AND THE SPONSOR 

     

    
       

      This
        is a
        Mortgage Loan Purchase Agreement (this “Agreement”), dated January 31, 2006,
        between DB Structured Products, Inc. (the “Seller”) and Deutsche Alt-A
        Securities, Inc., a Delaware corporation (the “Purchaser”).

       

      Preliminary
        Statement

       

      The
        Seller intends to sell the Mortgage Loans (as hereinafter identified) to
        the
        Purchaser on the terms and subject to the conditions set forth in this
        Agreement. The Purchaser intends to deposit the Mortgage Loans into a mortgage
        pool comprising the Trust Fund. The Trust Fund will be evidenced by a single
        series of mortgage pass-through certificates designated as Deutsche Alt-B
        Securities Mortgage Loan Trust, Series 2006-AB1 Mortgage Pass-Through
        Certificates (the “Certificates”). The Certificates will consist of 20 classes
        of certificates. The Certificates will be issued pursuant to a Pooling and
        Servicing Agreement, dated as of January 1, 2006 (the “Pooling and Servicing
        Agreement”), among the Purchaser as depositor, Wells Fargo Bank, N.A. as master
        servicer (the “Master Servicer”) and as securities administrator, and HSBC Bank
        USA, National Association as trustee (the “Trustee”). The Purchaser will sell
        the Class
        A-1-A, Class A-1-B, Class A-1-C, Class A-2-A, Class A-2-B, Class A-2-C, Class
        A-2-D, Class A-3, Class A-4, Class A-X-1, Class A-X-2, Class A-X, Class M-1,
        Class M-2, Class M-3, Class M-4 and Class M-5
        Certificates to Deutsche Bank Securities Inc. (“DBSI”), pursuant to the Amended
        and Restated Underwriting Agreement, dated as of August 1, 2003, as amended
        and
        restated to and including January 30, 2006, between the Purchaser and DBSI,
        and
        the Terms Agreement, dated January 30, 2006, between the Purchaser and DBSI.
        Capitalized terms used but not defined herein shall have the meanings set
        forth
        in the Pooling and Servicing Agreement. 

      


      The
        parties hereto agree as follows:

       

      SECTION
        1. Agreement
        to Purchase.
        The
        Seller hereby sells and the Purchaser hereby purchases, on the date hereof
        (the
“Closing Date”), (a) certain one- to four-family, fixed-rate residential
        first lien mortgage loans (the “Mortgage Loans”), having an aggregate principal
        balance as of the close of business on January 1, 2006 (the “Cut-Off Date”) of
        approximately $651,175,203 (the “Closing Balance”), after giving effect to all
        payments due on the Mortgage Loans on or before the Cut-Off Date, whether
        or not
        received, including the rights to any Prepayment Charges payable by the related
        Mortgagors in connection with any Principal Prepayments on the Mortgage
        Loans.

       

      SECTION
        2. Mortgage
        Loan Schedule.
        The
        Purchaser and the Seller have agreed upon which of the mortgage loans owned
        by
        the Seller are to be purchased by the Purchaser pursuant to this Agreement
        and
        the Seller will prepare or cause to be prepared on or prior to the Closing
        Date
        a final schedule (the “Closing Schedule”) that shall describe such Mortgage
        Loans and set forth all of the Mortgage Loans to be purchased under this
        Agreement, including the Prepayment Charges. The Closing Schedule will conform
        to the requirements set forth in this Agreement and to the definition of
“Loan
        Schedule” under the Pooling and Servicing Agreement.

       

      SECTION
        3. Consideration.

       

      (a) In
        consideration for the Mortgage Loans to be purchased hereunder, the Purchaser
        shall, as described in Section 8, pay to or upon the order of the Seller
        in
        immediately available funds an amount (the “Purchase Price”) equal to (i) the
        $___________1 
        and (ii)
        a 100% interest in the Class P, Class CE and Class R Certificates. The Class
        P,
        Class CE and Class R Certificates shall be in the name of “Deutsche Bank
        Securities Inc.”

       

      (b) The
        Purchaser or any assignee, transferee or designee of the Purchaser shall
        be
        entitled to all scheduled payments of principal due after the Cut-Off Date,
        all
        other payments of principal due and collected after the Cut-Off Date, and
        all
        payments of interest on the Mortgage Loans allocable to the period after
        the
        Cut-Off Date. All scheduled payments of principal and interest due on or
        before
        the Cut-Off Date and collected after the Cut-Off Date shall belong to the
        Seller.

       

      (c) Pursuant
        to the Pooling and Servicing Agreement, the Purchaser will assign all of
        its
        right, title and interest in and to the Mortgage Loans, together with its
        rights
        under this Agreement, to the Trustee for the benefit of the
        Certificateholders.

      
        

          

          
            1  Please
              contact the Mortgage Loan Seller for this information.

             

          

        

      

      SECTION
        4. Transfer
        of the Mortgage Loans.

       

      (a) Possession
        of Mortgage Files.
        The
        Seller does hereby sell to the Purchaser, without recourse but subject to
        the
        terms of this Agreement, all of its right, title and interest in, to and
        under
        the Mortgage Loans, including the related Prepayment Charges. The contents
        of
        each Mortgage File not delivered to the Purchaser or to any assignee, transferee
        or designee of the Purchaser on or prior to the Closing Date are and shall
        be
        held in trust by the Seller for the benefit of the Purchaser or any assignee,
        transferee or designee of the Purchaser. Upon the sale of the Mortgage Loans,
        the ownership of each Mortgage Note, the related Mortgage or with respect
        to a
        Cooperative Loan (as defined in Exhibit 3 hereto), the related Security
        Agreement and the other contents of the related Mortgage File is vested in
        the
        Purchaser and the ownership of all records and documents with respect to
        the
        related Mortgage Loan prepared by or that come into the possession of the
        Seller
        on or after the Closing Date shall immediately vest in the Purchaser and
        shall
        be delivered immediately to the Purchaser or as otherwise directed by the
        Purchaser.

       

      (b) Delivery
        of Mortgage Loan Documents.
        The
        Seller will, on or prior to the Closing Date, deliver or cause to be delivered
        to the Purchaser or any assignee, transferee or designee of the Purchaser
        each
        of the following documents for each Mortgage Loan:

       

      (i) with
        respect to each Mortgage Loan that is not a Cooperative Loan (to the extent
        not
        defined herein or in the Pooling and Servicing Agreement, capitalized terms
        used
        in this Section 4(b)(i) shall have the meanings set forth on Exhibit 3 to
        this
        Agreement):

       

      1. the
        original Mortgage Note (including all riders thereto), or certified copies
        thereof, bearing all intervening endorsements necessary to show a complete
        chain
        of endorsements from the original payee, endorsed in blank, via original
        signature, and, if previously endorsed, signed in the name of the last endorsee
        by a duly qualified officer of the last endorsee. If the Mortgage Loan was
        acquired by the last endorsee in a merger, the endorsement must be by “[name of
        last endorsee], successor by merger to [name of predecessor]”. If the Mortgage
        Loan was acquired or originated by the last endorsee while doing business
        under
        another name, the endorsement must be by “[name of last endorsee], formerly
        known as [previous name]”;

       

      2. an
        original Assignment of Mortgage executed in blank;

       

      3. the
        original of any guarantee executed in connection with the Mortgage Note,
        if
        any;

       

      4. the
        original Mortgage (including all riders thereto) with evidence of recording
        thereon and the original recorded power of attorney, if the Mortgage was
        executed pursuant to a power of attorney, with evidence of recording thereon,
        and in the case of each MOM Loan, the original Mortgage, noting the presence
        of
        the MIN of the Mortgage Loan and either language indicating that the Mortgage
        Loan is a MOM Loan or if the Mortgage Loan was not a MOM Loan at origination,
        the original Mortgage and the assignment thereof to MERS®, with evidence of
        recording indicated thereon; or, if the original Mortgage with evidence of
        recording thereon has not been returned by the public recording office where
        such Mortgage has been delivered for recordation or such Mortgage has been
        lost
        or such public recording office retains the original recorded Mortgage, a
        photocopy of such Mortgage, together with (i) in the case of a delay caused
        by
        the public recording office, an officer’s certificate of the title insurer
        insuring the Mortgage, the escrow agent, the Seller or the related Servicer
        stating that such Mortgage has been delivered to the appropriate public
        recording office for recordation and that the original recorded Mortgage
        or a
        copy of such Mortgage certified by such public recording office to be a true
        and
        complete copy of the original recorded Mortgage will be promptly delivered
        to
        the Purchaser’s designee upon receipt thereof by the party delivering the
        officer’s certificate or by the related Servicer; or (ii) in the case of a
        Mortgage where a public recording office retains the original recorded Mortgage
        or in the case where a Mortgage is lost after recordation in a public recording
        office, a copy of such Mortgage with the recording information thereon certified
        by such public recording office to be a true and complete copy of the original
        recorded Mortgage;

       

      5. the
        originals of all assumption, modification, consolidation or extension
        agreements, with evidence of recording thereon, if any;

       

      6. the
        originals of any intervening assignments of mortgage with evidence of recording
        thereon evidencing a complete chain of ownership from the originator of the
        Mortgage Loan to the last assignee, or if any such intervening assignment
        of
        mortgage has not been returned from the applicable public recording office
        or
        has been lost or if such public recording office retains the original recorded
        intervening assignments of mortgage, a photocopy of such intervening assignment
        of mortgage, together with (i) in the case of a delay caused by the public
        recording office, an officer’s certificate of the title insurer insuring the
        Mortgage, the escrow agent, the seller or the related Servicer stating that
        such
        intervening assignment of mortgage has been delivered to the appropriate
        public
        recording office for recordation and that such original recorded intervening
        assignment of mortgage or a copy of such intervening assignment of mortgage
        certified by the appropriate public recording office to be a true and complete
        copy of the original recorded intervening assignment of mortgage will be
        promptly delivered to the Purchaser’s designee upon receipt thereof by the party
        delivering the officer’s certificate or by the related Servicer; or (ii) in the
        case of an intervening assignment of mortgage where a public recording office
        retains the original recorded intervening assignment of mortgage or in the
        case
        where an intervening assignment of mortgage is lost after recordation in
        a
        public recording office, a copy of such intervening assignment of mortgage
        with
        recording information thereon certified by such public recording office to
        be a
        true and complete copy of the original recorded intervening assignment of
        mortgage;

       

      7. if
        the
        Mortgage Note, the Mortgage, any Assignment of Mortgage, or any other related
        document has been signed by a Person on behalf of the Mortgagor, the original
        power of attorney or other instrument that authorized and empowered such
        Person
        to sign;

       

      8. the
        original lender’s title insurance policy in the form of an ALTA mortgage title
        insurance policy or, if the original lender’s title insurance policy has not
        been issued, the irrevocable commitment to issue the same; provided, that
        the
        Seller shall deliver such original title insurance policy to the Purchaser
        or
        any assignee, transferee or designee of the Purchaser promptly upon receipt
        by
        the Seller, if any; and

       

      9. the
        original of any security agreement, chattel mortgage or equivalent document
        executed in connection with the Mortgage, if any.

       

      The
        Seller shall promptly (within sixty (60) Business Days following the later
        of
        the Closing Date and the date of receipt by the Seller from the Depositor
        or the
        originator of the recording information for a Mortgage, but in no event later
        than ninety days following the Closing Date) submit or cause to be submitted
        for
        recording, at the expense of the Seller, in the appropriate public office
        for
        real property records, each Assignment of Mortgage referred to in Section
        4(b)(i)(2) above in the following form: “HSBC Bank USA, National Association as
        Trustee, in trust for the registered holders of Deutsche Alt-B Securities
        Mortgage Loan Trust, Series 2006-AB1, Mortgage Pass-Through Certificates” and
        each assignment referred to in Section 4(b)(i)(6) above. In the event that
        any
        such Assignment is lost or returned unrecorded because of a defect therein,
        the
        Seller shall promptly prepare or cause to be prepared a substitute assignment
        or
        cure or cause to be cured such defect, as the case may be, and thereafter
        cause
        each such assignment to be duly recorded.

       

      (ii) with
        respect to each Cooperative Loan, as applicable, (to the extent not defined
        herein or in the Pooling and Servicing Agreement, capitalized terms used
        in this
        Section 4(b)(ii) shall have the meanings set forth on Exhibit 3 to this
        Agreement):

       

      1. the
        original Mortgage Note (including all riders thereto) bearing all intervening
        endorsements necessary to show a complete chain of endorsements from the
        original payee, endorsed in blank, via original signature, and, if previously
        endorsed, signed in the name of the last endorsee by a duly qualified officer
        of
        the last endorsee. If the Mortgage Loan was acquired by the last endorsee
        in a
        merger, the endorsement must be by “[name of last endorsee], successor by merger
        to [name of predecessor]”. If the Mortgage Loan was acquired or originated by
        the last endorsee while doing business under another name, the endorsement
        must
        be by “[name of last endorsee], formerly known as [previous name]”;

       

      2. the
        Cooperative Shares, together with the Stock Power in blank;

       

      3. the
        executed Security Agreement;

       

      4. the
        executed Proprietary Lease and the Assignment of Proprietary Lease to the
        originator of the Cooperative Loan;

       

      5. the
        executed Recognition Agreement;

       

      6. copies
        of
        the original UCC Financing Statement, and any continuation statements, filed
        by
        the originator of such Cooperative Loan as secured party, each with evidence
        of
        recording thereof, evidencing the interest of the originator under the Security
        Agreement and the Assignment of Proprietary Lease;

       

      7. copies
        of
        the filed UCC assignments or amendments of the security interest referenced
        in
        clause (6) above showing an unbroken chain of title from the originator to
        the
        Trust, each with evidence of recording thereof, evidencing the interest of
        the
        assignee under the Security Agreement and the Assignment of Proprietary
        Lease;

       

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

       

      9. for
        any
        Cooperative Loan that has been modified or amended, the original instrument
        or
        instruments effecting such modification or amendment.

       

      Notwithstanding
        anything to the contrary contained in this Section 4, with respect to a maximum
        of approximately 1.0% of the Mortgage Loans, by aggregate principal balance
        of
        the Mortgage Loans as of the Cut-Off Date, if any original Mortgage Note
        referred to in Sections 4(b)(i)(1) or 4(b)(ii)(1) above cannot be located,
        the
        obligations of the Seller to deliver such documents shall be deemed to be
        satisfied upon delivery to the Purchaser or any assignee, transferee or designee
        of the Purchaser of a photocopy of such Mortgage Note, if available, with
        a lost
        note affidavit substantially in the form of Exhibit
        1
        attached
        hereto. If any of the original Mortgage Notes for which a lost note affidavit
        was delivered to the Purchaser or any assignee, transferee or designee of
        the
        Purchaser is subsequently located, such original Mortgage Note shall be
        delivered to the Purchaser or any assignee, transferee or designee of the
        Purchaser within three (3) Business Days.

       

      In
        the
        event that the original lender’s title insurance policy has not yet been issued,
        the Seller shall deliver to the Purchaser or any assignee, transferee or
        designee of the Purchaser a written commitment or interim binder or preliminary
        report of title issued by the title insurance or escrow company. The Seller
        shall deliver such original title insurance policy to the Purchaser or any
        assignee, transferee or designee of the Purchaser promptly upon receipt by
        the
        Seller, if any.

       

      Each
        original document relating to a Mortgage Loan which is not delivered to the
        Purchaser or its assignee, transferee or designee, if held by the Seller,
        shall
        be so held for the benefit of the Purchaser, its assignee, transferee or
        designee.

       

      (c) Acceptance
        of Mortgage Loans.
        The
        documents delivered pursuant to Section 4(b) hereof shall be reviewed by
        the
        Purchaser or any assignee, transferee or designee of the Purchaser at any
        time
        before or after the Closing Date (and with respect to each document permitted
        to
        be delivered after the Closing Date, within seven (7) days of its delivery)
        to
        ascertain that all required documents have been executed and received and
        that
        such documents relate to the Mortgage Loans identified on the Closing
        Schedule.

       

      (d) Transfer
        of Interest in Agreements.
        The
        Purchaser has the right to assign its interest under this Agreement, in whole
        or
        in part, to the Trustee, as may be required to effect the purposes of the
        Pooling and Servicing Agreement, without the consent of the Seller, and the
        assignee shall succeed to the rights and obligations hereunder of the Purchaser.
        Any expense reasonably incurred by or on behalf of the Purchaser or the Trustee
        in connection with enforcing any obligations of the Seller under this Agreement
        will be promptly reimbursed by the Seller.

       

      (e) Examination
        of Mortgage Files.
        Prior
        to the Closing Date, the Seller shall either (i) deliver in escrow to the
        Purchaser or to any assignee, transferee or designee of the Purchaser for
        examination the Mortgage File pertaining to each Mortgage Loan or (ii) make
        such
        Mortgage Files available to the Purchaser or to any assignee, transferee
        or
        designee of the Purchaser for examination. Such examination may be made by
        the
        Purchaser or the Trustee, and their respective designees, upon reasonable
        notice
        to the Seller during normal business hours before the Closing Date and within
        sixty (60) days after the Closing Date. If any such person makes such
        examination prior to the Closing Date and identifies any Mortgage Loans that
        do
        not conform to the requirements of the Purchaser as described in this Agreement,
        such Mortgage Loans shall be deleted from the Closing Schedule. The Purchaser
        may, at its option and without notice to the Seller, purchase all or part
        of the
        Mortgage Loans without conducting any partial or complete examination. The
        fact
        that the Purchaser or any person has conducted or has failed to conduct any
        partial or complete examination of the Mortgage Files shall not affect the
        rights of the Purchaser or any assignee, transferee or designee of the Purchaser
        to demand repurchase or other relief as provided herein or under the Pooling
        and
        Servicing Agreement.

       

      SECTION
        5. Representations,
        Warranties and Covenants of the Seller.

       

      The
        Seller hereby represents and warrants to the Purchaser, as of the date hereof
        and as of the Closing Date, and covenants, that:

       

      (i) The
        Seller is a corporation organized under the laws of the state of Delaware
        with
        full corporate power and authority to conduct its business as presently
        conducted by it to the extent material to the consummation of the transactions
        contemplated herein. The Agreement has been duly authorized, executed and
        delivered by the Seller. The Seller had the full corporate power and authority
        to own the Mortgage Loans and to transfer and convey the Mortgage Loans to
        the
        Purchaser and has the full corporate power and authority to execute and deliver
        and engage in the transactions contemplated by, and perform and observe the
        terms and conditions of, this Agreement;

       

      (ii) The
        Seller has duly authorized the execution, delivery and performance of this
        Agreement, has duly executed and delivered this Agreement, and this Agreement,
        assuming due authorization, execution and delivery by the Purchaser, constitutes
        a legal, valid and binding obligation of the Seller, enforceable against
        it in
        accordance with its terms except as the enforceability thereof may be limited
        by
        bankruptcy, insolvency or reorganization or by general principles of
        equity;

       

      (iii) The
        execution, delivery and performance of this Agreement by the Seller (x) does
        not
        conflict and will not conflict with, does not breach and will not result
        in a
        breach of and does not constitute and will not constitute a default (or an
        event, which with notice or lapse of time or both, would constitute a default)
        under (A) any terms or provisions of the articles of incorporation or by-laws
        of
        the Seller, (B) any term or provision of any material agreement, contract,
        instrument or indenture, to which the Seller is a party or by which the Seller
        or any of its property is bound, or (C) any law, rule, regulation, order,
        judgment, writ, injunction or decree of any court or governmental authority
        having jurisdiction over the Seller or any of its property and (y) does not
        create or impose and will not result in the creation or imposition of any
        lien,
        charge or encumbrance which would have a material adverse effect upon the
        Mortgage Loans or any documents or instruments evidencing or securing the
        Mortgage Loans;

       

      (iv) No
        consent, approval, authorization or order of, registration or filing with,
        or
        notice on behalf of the Seller to any governmental authority or court is
        required, under federal laws or the laws of the State of New York, for the
        execution, delivery and performance by the Seller of, or compliance by the
        Seller with, this Agreement or the consummation by the Seller of any other
        transaction contemplated hereby and by the Pooling and Servicing Agreement;
        provided, however, that the Seller makes no representation or warranty regarding
        federal or state securities laws in connection with the sale or distribution
        of
        the Certificates;

       

      (v) The
        Seller is not in violation of, and the execution and delivery of this Agreement
        by the Seller and its performance and compliance with the terms of this
        Agreement will not constitute a violation with respect to, any order or decree
        of any court or any order or regulation of any federal, state, municipal
        or
        governmental agency having jurisdiction over the Seller or its assets, which
        violation might have consequences that would materially and adversely affect
        the
        condition (financial or otherwise) or the operation of the Seller or its
        assets
        or might have consequences that would materially and adversely affect the
        performance of its obligations and duties hereunder;

       

      (vi) Immediately
        prior to the sale of the Mortgage Loans to the Purchaser as herein contemplated,
        the Seller was the owner of the related Mortgage and the indebtedness evidenced
        by the related Mortgage Note, and, upon the payment to the Seller of the
        Purchase Price, in the event that the Seller retains or has retained record
        title, the Seller shall retain such record title to each Mortgage, each related
        Mortgage Note and the related Mortgage Files with respect thereto in trust
        for
        the Purchaser as the owner thereof from and after the date hereof;

       

      (vii) There
        are
        no actions or proceedings against, or investigations known to it of, the
        Seller
        before any court, administrative or other tribunal (A) that might prohibit
        its
        entering into this Agreement, (B) seeking to prevent the sale of the Mortgage
        Loans by the Seller or the consummation of the transactions contemplated
        by this
        Agreement or (C) that might prohibit or materially and adversely affect the
        performance by the Seller of its obligations under, or validity or
        enforceability of, this Agreement;

       

      (viii) The
        consummation of the transactions contemplated by this Agreement are in the
        ordinary course of business of the Seller, and the transfer, assignment and
        conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant
        to
        this Agreement are not subject to the bulk transfer or any similar statutory
        provisions in effect in any relevant jurisdiction, except any as may have
        been
        complied with;

       

      (ix) There
        is
        no litigation currently pending or, to the best of the Seller’s knowledge
        without independent investigation, threatened against the Seller that would
        reasonably be expected to adversely affect the transfer of the Mortgage Loans,
        the issuance of the Certificates or the execution, delivery, performance
        or
        enforceability of this Agreement; and

       

      (x) The
        information set forth in the applicable part of the Closing Schedule relating
        to
        the existence of a Prepayment Charge is complete, true and correct in all
        material respects at the date or dates respecting which such information
        is
        furnished and each Prepayment Charge is permissible and enforceable in
        accordance with its terms upon
        the
        mortgagor’s full and voluntary principal prepayment under applicable law, except
        to the extent that: (1) the enforceability thereof may be limited by bankruptcy,
        insolvency, moratorium, receivership and other similar laws relating to
        creditors’ rights; (2) the collectability thereof may be limited due to
        acceleration in connection with a foreclosure or other involuntary prepayment;
        or (3) subsequent changes in applicable law may limit or prohibit enforceability
        thereof under applicable law.

       

      SECTION
        6. Representations
        and Warranties of the Seller Relating to the Mortgage
        Loans.

       

      The
        Seller hereby represents and warrants to the Purchaser that as to each Mortgage
        Loan as of the Closing Date (unless otherwise set forth herein):

       

      (i) The
        information set forth in the Closing Schedule is true and correct in all
        material respects as of the Cut-Off Date;

       

      (ii) No
        Monthly Payment required to be made under any Mortgage Loan has been
        contractually delinquent by one month or more at any time;

       

      (iii) To
        the
        best of the Seller’s knowledge, there
        are
        no delinquent taxes, assessment liens or insurance premiums affecting the
        related Mortgaged Property;

       

      (iv) The
        buildings and improvements on the Mortgaged Property are insured against
        loss by
        fire and hazards of extended coverage (excluding earthquake insurance) in
        an
        amount which is at least equal to the lesser of (i) the amount necessary
        to
        compensate for any damage or loss to the improvements which are a part of
        such
        property on a replacement cost basis or (ii) the outstanding principal balance
        of the Mortgage Loan. To the best of the Seller’s knowledge, if the Mortgaged
        Property is in an area identified on a flood hazard map or flood insurance
        rate
        map issued by the Federal Emergency Management Agency as having special flood
        hazards (and such flood insurance has been made available), a flood insurance
        policy meeting the requirements of the current guidelines of the Federal
        Insurance Administration is in effect. All such insurance policies contain
        a
        standard mortgagee clause naming the originator of the Mortgage Loan, its
        successors and assigns as mortgagee and the Seller has not engaged in any
        act or
        omission which would impair the coverage of any such insurance policies.
        Except
        as may be limited by applicable law, the Mortgage obligates the Mortgagor
        thereunder to maintain all such insurance at the Mortgagor's cost and expense,
        and on the Mortgagor's failure to do so, authorizes the holder of the Mortgage
        to maintain such insurance at Mortgagor's cost and expense and to seek
        reimbursement therefor from the Mortgagor;

       

      (v) Each
        Mortgage Loan and the related Prepayment Charge complied in all material
        respects with any and all requirements of any federal, state or local law
        including, without limitation, usury, truth in lending, real estate settlement
        procedures, consumer credit protection, equal credit opportunity, predatory
        and
        abusive lending, fair housing, or disclosure laws applicable to the origination
        and servicing of Mortgage Loans of a type similar to the Mortgage Loans and
        the
        consummation of the transactions contemplated hereby will not involve the
        violation of any such laws;

       

      (vi) Except
        as
        the Mortgage File may reflect, the Mortgage has not been satisfied, cancelled,
        subordinated or rescinded in whole or in part, and the Mortgaged Property
        has
        not been released from the lien of the Mortgage, in whole or in part, nor
        has
        any instrument been executed that would effect any such satisfaction,
        cancellation, subordination, rescission or release;

       

      (vii) The
        Mortgage was recorded or was submitted for recording in accordance with all
        applicable laws and is a valid, existing and enforceable first lien on the
        Mortgaged Property including all improvements on the Mortgaged
        Property;

       

      (viii) The
        Mortgage Note and the related Mortgage are genuine and each is the legal,
        valid
        and binding obligation of the maker thereof, insured under the related title
        policy, and enforceable in accordance with its terms, except to the extent
        that
        the enforceability thereof may be limited by a bankruptcy, insolvency or
        reorganization;

       

      (ix) The
        Seller is the sole legal, beneficial and equitable owner of the Mortgage
        Note
        and the Mortgage and has the full right to convey, transfer and sell the
        Mortgage Loan to the Purchaser free and clear of any encumbrance, equity,
        lien,
        pledge, charge, claim or security interest and immediately upon the sale,
        assignment and endorsement of the Mortgage Loans from the Seller to the
        Purchaser, the Purchaser shall have good and indefeasible title to and be
        the
        sole legal owner of the Mortgage Loans subject only to any encumbrance, equity,
        lien, pledge, charge, claim or security interest arising out of the Purchaser’s
        actions;

       

      (x) Each
        Mortgage Loan is covered by either (a) an attorney’s opinion of title and
        abstract of title the form and substance of which is acceptable to mortgage
        lending institutions making mortgage loans in the area where the Mortgaged
        Property is located or (b) a valid and binding American Land Title Association
        lender's title insurance policy issued by a title insurer qualified to do
        business in the jurisdiction where the Mortgaged Property is located. No
        claims
        have been filed under such lender's title insurance policy, and the Seller
        has
        not done, by act or omission, anything that would impair the coverage of
        the
        lender's title insurance policy;

       

      (xi) To
        the
        best of the Seller’s knowledge, there is no material default, breach, violation
        event or event of acceleration existing under the Mortgage or the Mortgage
        Note
        and no event which, with the passage of time or with notice and the expiration
        of any grace or cure period, would constitute a material default, breach,
        violation or event of acceleration, and the Seller has not, nor has its
        predecessors, waived any material default, breach, violation or event of
        acceleration;

       

      (xii) To
        the
        best of the Seller’s knowledge, no Mortgage Loan permits negative amortization
        or the deferral of accrual interest;

       

      (xiii) As
        of the
        date the Mortgage Loan was purchased by the Seller, to the best of the Seller’s
        knowledge, there was no proceeding pending for the total or partial condemnation
        of the Mortgaged Property;

       

      (xiv) To
        the
        best of the Seller’s knowledge, the Mortgage Loan is not subject to any valid
        right of rescission, set-off, counterclaim or defense, including without
        limitation the defense of usury, nor will the operation of any of the terms
        of
        the Mortgage Note or the Mortgage, or the exercise of any right thereunder,
        render either the Mortgage Note or the Mortgage unenforceable, in whole or
        in
        part, or subject to any such right of rescission, set-off, counterclaim or
        defense, including without limitation the defense of usury, and no such right
        of
        rescission, set-off, counterclaim or defense has been asserted with respect
        thereto;

       

      (xv) To
        the
        best of the Seller’s knowledge, each Mortgage Loan was originated on forms
        acceptable to FNMA or FHLMC;

       

      (xvi) The
        Mortgaged Property is free of material damage and in good repair, excepting
        therefrom any Mortgage Loan subject to an escrow withhold as shown on the
        Closing Schedule and only to the extent of that escrow withhold;

       

      (xvii) All
        parties to the Mortgage Note had the legal capacity to execute the Mortgage
        Note
        and the Mortgage, and the Mortgage Note and the Mortgage have been duly executed
        by such parties;

       

      (xviii) To
        the
        best of the Seller’s knowledge, at the time of origination of the Mortgage Loan,
        no appraised improvement located on or being part of the Mortgaged Property
        was
        in violation of any applicable zoning law or regulation and to the best of
        the
        Seller’s knowledge, all inspections, licenses and certificates required in
        connection with the origination of any Mortgage Loan with respect to the
        occupancy of the Mortgaged Property, have been made or obtained from the
        appropriate authorities;

       

      (xix) The
        Mortgage File contains an appraisal of the related Mortgaged Property which
        satisfied the standards of FNMA and FHLMC and was made prior to the origination
        of the Mortgage Loan by a qualified appraiser, duly appointed by the related
        originator and was made in accordance with the relevant provisions of the
        Financial Institutions Reform, Recovery, and Enforcement Act of
        1989;

       

      (xx) Each
        Mortgage Loan is an obligation which is principally secured by an interest
        in
        real property within the meaning of Treasury Regulation section 1.860G
        2(a);

       

      (xxi) Each
        Mortgage Loan is directly secured by a first lien on, and consists of a single
        parcel of, real property with a detached one-to-four family residence erected
        thereon, a townhouse or an individual condominium unit in a condominium project,
        or an individual unit in a planned unit development or stock in a cooperative
        housing corporation;

       

      (xxii) With
        respect to any Mortgage Loan with an original Loan-to-Value Ratio greater
        than
        80%, the Mortgage Loan will be insured by a primary mortgage guaranty insurance
        policy, issued by an insurer which meets the requirements of FNMA and FHLMC,
        which insures that portion of the Mortgage Loan in excess of the portion
        of the
        appraised value of the Mortgaged Property required by FNMA. All provisions
        of
        such primary mortgage guaranty insurance policy have been and are being complied
        with, such policy is in full force and effect, and all premiums due thereunder
        have been paid. Any Mortgage subject to any such primary mortgage guaranty
        insurance policy obligates the Mortgagor thereunder to maintain such insurance
        and to pay all premiums and charges in connection therewith. The Mortgage
        Interest Rate for the Mortgage Loan does not include any such insurance premium;
        

       

      (xxiii) Each
        Mortgage Loan was originated by a savings and loan association, savings bank,
        commercial bank, credit union, insurance company, or similar institution
        which
        is supervised and examined by a federal or state authority, or by a mortgagee
        approved by the Secretary of Housing and Urban Development or any successor
        thereto;

       

      (xxiv) No
        Mortgage Loan is (a) subject to, covered by or in violation of the provisions
        of
        the Homeownership and Equity Protection Act of 1994, as amended, (b) a “high
        cost”, “covered”, “abusive”, “predatory”, or “high risk” mortgage loan (or a
        similarly designated loan using different terminology) under any federal,
        state
        or local law, including without limitation, the provisions of the Georgia
        Fair
        Lending Act, New York Banking Law, Section 6-1, the Arkansas Home Loan
        Protection Act, effective as of June 14, 2003, Kentucky State Statute KRS
        360.100, effective as of June 25, 2003 or any other statute or regulation
        providing assignee liability to holders of such mortgage loans, (c) subject
        to
        or in violation of any such or comparable federal, state or local statutes
        or
        regulations;

       

      (xxv) [Reserved];

       

      (xxvi) No
        Mortgage Loan is a “High-Cost Home Loan” or a refinanced “Covered Home Loan,” in
        each case, as defined in the New Jersey Home Ownership Act effective November
        27, 2003 (N.J.S.A. 46;10B-22 et seq.);

       

      (xxvii) No
        Mortgage Loan is a subsection 10 mortgage under the Oklahoma Home Ownership
        and
        Equity protection Act;

       

      (xxviii) No
        Mortgage Loan is a “High-Cost Home Loan” as defined in the New Mexico Home Loan
        Protection Act effective January 1, 2004 (N.M. Stat. Ann. §§ 58-21A-1 et
        seq.);

       

      (xxix) No
        Mortgage Loan is a “High-Risk Home Loan” as defined in the Illinois High-Risk
        Home Loan Act effective January 1, 2004 (815 Ill. Comp. Stat. 137/1 et
        seq.);

       

      (xxx) There
        is
        no Mortgage Loan that was originated or modified on or after October 1, 2002
        and
        before March 7, 2003, which is secured by property located in the State of
        Georgia. There is no such Mortgage Loan underlying the Certificate that was
        originated on or after March 7, 2003, which is a “high cost home loan” as
        defined under the Georgia Fair Lending Act;

       

      (xxxi) No
        Mortgage Loan is a “High-Cost Home Loan” as defined in the Massachusetts
        Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Ann.
        Laws
        Ch. 183C);

       

      (xxxii) No
        Mortgage Loan is a “High-Cost Home Loan” as defined in the Indiana Home Loan
        Practices Act, effective January 1, 2005 (Ind. Code Ann. Sections 24-9-1
        through
        24-9-9);

       

      (xxxiii) Information
        provided to the Rating Agencies, including the loan level detail, is true
        and
        correct according to the Rating Agency requirements;

       

      (xxxiv) The
        Mortgage Loans were underwritten in accordance with the related originator’s
        underwriting guidelines in effect at the time the Mortgage Loans were originated
        (the “Applicable Underwriting Guidelines”), except with respect to certain of
        those Mortgage Loans which had compensating factors permitting a deviation
        from
        the Applicable Underwriting Guidelines;

       

      (xxxv) There
        are
        no mechanics’ or similar liens or claims which have been filed for work, labor
        or material provided to the related Mortgaged Property prior to the origination
        of the Mortgage Loan which are or may be liens prior to, or equal or coordinate
        with, the lien of the related Mortgage, except as may be insured against
        by the
        related title policy;

       

      (xxxvi) The
        servicing practices used in connection with the servicing of the Mortgage
        Loans
        have been in all respects reasonable and customary in the mortgage servicing
        industry of like mortgage loan servicers, servicing similar mortgage loans
        originated in the same jurisdiction as the Mortgaged Property;

       

      (xxxvii) The
        terms
        of the Mortgage Note and the Mortgage have not been materially impaired,
        waived,
        altered or modified in any respect, except by written instruments, recorded
        in
        the applicable public recording office if necessary to maintain the lien
        priority of the Mortgage. The substance of any such waiver, alteration or
        modification has been approved by the title insurer, to the extent required
        by
        the related policy. No Mortgagor has been released, in whole or in part,
        except
        in connection with an assumption agreement (approved by the title insurer
        to the
        extent required by the policy) and which assumption agreement has been delivered
        to the Trustee;

       

      (xxxviii) No
        selection procedures were used by the Seller that identified the Mortgage
        Loans
        as being less desirable or valuable than other comparable mortgage loans
        in the
        Seller’s portfolio;

       

      (xxxix) No
        Mortgage Loan is secured in whole or in part by the interest of the Mortgagor
        as
        a lessee under a ground lease of the related Mortgaged Property;

       

      (xl) No
        Mortgage Loan is a High Cost Loan or Covered Loan, as applicable (as such
        terms
        are defined in the then current Standard & Poor’s LEVELS®
        Glossary
        which is now Version 5.6(c) Revised, Appendix E (attached hereto as Exhibit
        2))
        and no Mortgage Loan originated on or after October 1, 2002 through March
        6,
        2003 is governed by the Georgia Fair Lending Act; 

       

      (xli) The
        Mortgage Note, with respect to a Cooperative Loan, is not and has not been
        secured by any collateral except the lien of the Cooperative Shares and the
        Proprietary Lease (each as defined in Exhibit 3 hereto); and 

       

      (xlii) To
        the
        best of Seller’s knowledge no fraud with respect to a Mortgage Loan has taken
        place on the part of any person, including without limitation the Mortgagor,
        any
        appraiser, any builder or developer, or any other party involved in the
        origination of the Mortgage Loan or in the application of any insurance in
        relation to such Mortgage Loan;.

       

      SECTION
        7. Repurchase
        Obligation for Defective Documentation and for Breach
        of Representation and Warranty.

       

      (a) The
        representations and warranties contained in Section 6 shall not be impaired
        by
        any review and examination of the Mortgage Files or other documents evidencing
        or relating to the Mortgage Loans or any failure on the part of the Seller
        or
        the Purchaser to review or examine such documents and shall inure to the
        benefit
        of any assignee, transferee or designee of the Purchaser, including the Trustee
        for the benefit of the Certificateholders. With respect to the representations
        and warranties contained herein as to which the Seller has no knowledge,
        if it
        is discovered that the substance of any such representation and warranty
        was
        inaccurate as of the date such representation and warranty was made or deemed
        to
        be made, and such inaccuracy materially and adversely affects the value of
        the
        related Mortgage Loan or the interest therein of the Purchaser or the
        Purchaser’s assignee, transferee or designee, then notwithstanding the lack of
        knowledge by the Seller with respect to the substance of such representation
        and
        warranty being inaccurate at the time the representation and warranty was
        made,
        the Seller shall take such action described in the following paragraph in
        respect of such Mortgage Loan.

       

      Upon
        discovery by the Seller, the Purchaser or any assignee, transferee or designee
        of the Purchaser of any materially defective document in, or that any material
        document was not transferred by the Seller (as listed on a Custodian’s
        preliminary exception report, as described in the Custodial Agreement) as
        part
        of any Mortgage File or of a breach of any of the representations and warranties
        contained in Section 6 that materially and adversely affects the value of
        any
        Mortgage Loan or the interest therein of the Purchaser or the Purchaser’s
        assignee, transferee or designee, the party discovering such breach shall
        give
        prompt written notice to the Seller. Within sixty (60) days of its discovery
        or
        its receipt of notice of any such missing documentation that was not transferred
        by the Seller as described above, or of materially defective documentation,
        or
        within sixty (60) days of any such breach of a representation and warranty,
        the
        Seller promptly shall deliver such missing document or cure such defect or
        breach in all material respects or, in the event the Seller cannot deliver
        such
        missing document or cannot cure such defect or breach, the Seller shall,
        within
        ninety (90) days of its discovery or receipt of notice of any such missing
        or
        materially defective documentation or within ninety (90) days of any such
        breach
        of a representation and warranty, either (i) repurchase the affected Mortgage
        Loan at the Purchase Price (as such term is defined in the Pooling and Servicing
        Agreement) or (ii) pursuant to the provisions of the Pooling and Servicing
        Agreement, cause the removal of such Mortgage Loan from the Trust Fund and
        substitute one or more Substitute Loans. The Seller shall amend the Closing
        Schedule to reflect the withdrawal of such Mortgage Loan from the terms of
        this
        Agreement and the Pooling and Servicing Agreement. Notwithstanding the
        foregoing, if the representation made by the Seller in Section 6(xxiv) of
        this
        Agreement is breached, the Trustee shall, in accordance with the terms of
        the
        Pooling and Servicing Agreement, enforce the obligation of the Seller to
        repurchase such Mortgage Loan at the Purchase Price, or to provide a Substitute
        Loan (plus any costs and damages incurred by the Trust Fund in connection
        with
        any violation by any such Mortgage Loan of any predatory or abusive lending
        law)
        within ninety (90) days after the date on which the Seller was notified of
        such
        breach. The Seller shall deliver to the Purchaser such amended Closing Schedule
        and shall deliver such other documents as are required by this Agreement
        or the
        Pooling and Servicing Agreement within five (5) days of any such amendment.
        Any
        repurchase pursuant to this Section 7(a) shall be accomplished by transfer
        to an
        account designated by the Purchaser of the amount of the Purchase Price in
        accordance with Section 2.3 of the Pooling and Servicing Agreement. Any
        repurchase required by this Section shall be made in a manner consistent
        with
        Section 2.3 of the Pooling and Servicing Agreement.

       

      (b) If
        the
        representation made by the Seller in Section 5(x) is breached, the Seller
        shall
        not have the right or obligation to cure, substitute or repurchase the affected
        Mortgage Loan but shall remit to the Master Servicer for deposit in the
        Distribution Account, prior to the next succeeding Distribution Date, the
        amount
        of the Prepayment Charge indicated on the applicable part of the Closing
        Schedule to be due from the Mortgagor in the circumstances less any amount
        collected and remitted to the Master Servicer for deposit into the Distribution
        Account.

       

      (c) It
        is
        understood and agreed that the obligations of the Seller set forth in this
        Section 7 to cure or repurchase a defective Mortgage Loan (and to make payments
        pursuant to Section 7(b)) constitute the sole remedies of the Purchaser
        against the Seller respecting a missing document or a breach of the
        representations and warranties contained in Section 6.

       

      SECTION
        8. Closing;
        Payment for the Mortgage Loans.
        The
        closing of the purchase and sale of the Mortgage Loans shall be held at the
        New
        York City office of Thacher Proffitt & Wood LLP at 10:00 a.m. New York City
        time on the Closing Date.

       

      The
        closing shall be subject to each of the following conditions:

       

      
        	 	
                (a)

              	
                All
                  of the representations and warranties of the Seller under this
                  Agreement
                  shall be true and correct in all material respects as of the date
                  as of
                  which they are made and no event shall have occurred which, with
                  notice or
                  the passage of time, would constitute a default under this
                  Agreement;

              


      

       

      
        	 	
                (b)

              	
                The
                  Purchaser shall have received, or the attorneys of the Purchaser
                  shall
                  have received in escrow (to be released from escrow at the time
                  of
                  closing), all Closing Documents as specified in Section 9 of this
                  Agreement, in such forms as are agreed upon and acceptable to the
                  Purchaser, duly executed by all signatories other than the Purchaser
                  as
                  required pursuant to the respective terms
                  thereof;

              


      

       

      
        	 	
                (c)

              	
                The
                  Seller shall have delivered or caused to be delivered and released
                  to the
                  Purchaser or to its designee, all documents (including without
                  limitation,
                  the Mortgage Loans) required to be so delivered by the Purchaser
                  pursuant
                  to Section 2.1 of the Pooling and Servicing Agreement;
                  and

              


      

       

      
        	 	
                (d)

              	
                All
                  other terms and conditions of this Agreement and the Pooling and
                  Servicing
                  Agreement shall have been complied
                  with.

              


      

       

      Subject
        to the foregoing conditions, the Purchaser shall deliver or cause to be
        delivered to the Seller on the Closing Date, against delivery and release
        by the
        Seller to the Trustee of all documents required pursuant to the Pooling and
        Servicing Agreement, the consideration for the Mortgage Loans as specified
        in
        Section 3 of this Agreement.

       

      SECTION
        9. Closing
        Documents.
        Without
        limiting the generality of Section 8 hereof, the closing shall be subject
        to
        delivery of each of the following documents:

       

      
        	 	
                (a)

              	
                An
                  Officer’s Certificate of the Seller, dated the Closing Date, upon which
                  the Purchaser and DBSI may rely with respect to certain facts regarding
                  the sale of the Mortgage Loans by the Seller to the
                  Purchaser;

              


      

       

      
        	 	
                (b)

              	
                An
                  Opinion of Counsel of the Seller, dated the Closing Date and addressed
                  to
                  the Purchaser and DBSI;

              


      

       

      
        	 	
                (c)

              	
                Such
                  opinions of counsel as the Rating Agencies or the Trustee may request
                  in
                  connection with the sale of the Mortgage Loans by the Seller to
                  the
                  Purchaser or the Seller’s execution and delivery of, or performance under,
                  this Agreement; and

              


      

       

      
        	 	
                (d)

              	
                Such
                  further information, certificates, opinions and documents as the
                  Purchaser
                  or DBSI may reasonably request.

              


      

       

      SECTION
        10. Costs.
        The
        Seller shall pay (or shall reimburse the Purchaser or any other Person to
        the
        extent that the Purchaser or such other Person shall pay) all costs and expenses
        incurred in connection with the transfer and delivery of the Mortgage Loans,
        including without limitation, fees for title policy endorsements and
        continuations, the fees and expenses of the Seller’s accountants and attorneys,
        the costs and expenses incurred in connection with producing any Servicer’s loan
        loss, foreclosure and delinquency experience, and the costs and expenses
        incurred in connection with obtaining the documents referred to in Sections
        9(a), 9(b) and 9(c), the costs and expenses of printing (or otherwise
        reproducing) and delivering this Agreement, the Pooling and Servicing Agreement,
        the Certificates, the prospectus and prospectus supplement, and any private
        placement memorandum relating to the Certificates and other related documents,
        the initial fees, costs and expenses of the Trustee, the fees and expenses
        of
        the Purchaser’s counsel in connection with the preparation of all documents
        relating to the securitization of the Mortgage Loans, the filing fee charged
        by
        the Securities and Exchange Commission for registration of the Certificates
        and
        the fees charged by any rating agency to rate the Certificates. All other
        costs
        and expenses in connection with the transactions contemplated hereunder shall
        be
        borne by the party incurring such expense.

       

      SECTION
        11. Servicing.
        The
        Mortgage Loans will be master serviced by the Master Servicer under the Pooling
        and Servicing Agreement and serviced by GMAC Mortgage Corporation (“GMAC”),
        GreenPoint Mortgage Funding, Inc. (“GreenPoint”), Wells Fargo Bank, N.A.
        (“Wells”) and PHH Mortgage Corporation f/k/a Cendant Mortgage Corporation
        (“PHH”), as applicable, on behalf of the Trust, pursuant to separate servicing
        agreements identified in the Pooling and Servicing Agreement and assigned
        to the
        Purchaser on the Closing Date and the Seller has represented to the Purchaser
        that such Mortgage Loans are not subject to any other servicing agreements
        with
        third parties (other than the servicing agreements with GMAC, GreenPoint,
        Wells
        and PHH). It is understood and agreed between the Seller and the Purchaser
        that
        the Mortgage Loans are to be delivered free and clear of any servicing
        agreements (other than the servicing agreements with GMAC, GreenPoint, Wells
        and
        PHH). Neither the Purchaser nor any affiliate of the Purchaser is servicing
        the
        Mortgage Loans under any such servicing agreement and, accordingly, neither
        the
        Purchaser nor any affiliate of the Purchaser is entitled to receive any fee
        for
        releasing the Mortgage Loans from any such servicing agreement. For so long
        as
        the Master Servicer master services the Mortgage Loans and the applicable
        Servicer services the Mortgage Loans, the Master Servicer shall be entitled
        to
        the Master Servicing Fee and the applicable Servicer shall be entitled to
        the
        related Servicing Fee and such other payments as provided for under the terms
        of
        the Pooling and Servicing Agreement or the related servicing agreement, as
        applicable.

       

      SECTION
        12. Mandatory
        Delivery; Grant of Security Interest.
        The
        sale and delivery on the Closing Date of the Mortgage Loans described on
        the
        Closing Schedule in accordance with the terms and conditions of this Agreement
        is mandatory. It is specifically understood and agreed that each Mortgage
        Loan
        is unique and identifiable on the date hereof and that an award of money
        damages
        would be insufficient to compensate the Purchaser for the losses and damages
        incurred by the Purchaser in the event of the Seller’s failure to deliver the
        Mortgage Loans on or before the Closing Date. The Seller hereby grants to
        the
        Purchaser a lien on and a continuing security interest in the Seller’s interest
        in each Mortgage Loan and each document and instrument evidencing each such
        Mortgage Loan to secure the performance by the Seller of its obligation
        hereunder, and the Seller agrees that it holds such Mortgage Loans in custody
        for the Purchaser, subject to the Purchaser’s (i) right, prior to the Closing
        Date, to reject any Mortgage Loan to the extent permitted by this Agreement
        and
        (ii) obligation to deliver or cause to be delivered the consideration for
        the
        Mortgage Loans pursuant to Section 8 hereof. Any Mortgage Loans rejected
        by the
        Purchaser shall concurrently therewith be released from the security interest
        created hereby. All rights and remedies of the Purchaser under this Agreement
        are distinct from, and cumulative with, any other rights or remedies under
        this
        Agreement or afforded by law or equity and all such rights and remedies may
        be
        exercised concurrently, independently or successively.

       

      Notwithstanding
        the foregoing, if on the Closing Date, each of the conditions set forth in
        Section 8 hereof shall have been satisfied and the Purchaser shall not have
        paid
        or caused to be paid the Purchase Price, or any such condition shall not
        have
        been satisfied and satisfaction of such condition shall not have been waived
        and
        the Purchaser determines not to pay or cause to be paid the Purchase Price,
        the
        Purchaser shall immediately effect the redelivery of the Mortgage Loans,
        if
        delivery to the Purchaser has occurred, and the security interest created
        by
        this Section 12 shall be deemed to have been released.

       

      SECTION
        13. Notices.
        All
        demands, notices and communications hereunder shall be in writing and shall
        be
        deemed to have been duly given if personally delivered to or mailed by
        registered mail, postage prepaid, or transmitted by fax and, receipt of which
        is
        confirmed by telephone, if to the Purchaser, addressed to the Purchaser at
        60
        Wall Street, New York, New York 10005, fax: (212) 250-2500, Attention: Susan
        Valenti, or such other address as may hereafter be furnished to the Seller
        in
        writing by the Purchaser; and if to the Seller, addressed to the Seller at
        60
        Wall Street, New York, New York 10005, fax: (212) 250-2500, Attention: Susan
        Valenti, or to such other address as the Seller may designate in writing
        to the
        Purchaser.

       

      SECTION
        14. Severability
        of Provisions.
        Any
        part, provision, representation or warranty of this Agreement that is prohibited
        or that is held to be void or unenforceable shall be ineffective to the extent
        of such prohibition or unenforceability without invalidating the remaining
        provisions hereof. Any part, provision, representation or warranty of this
        Agreement that is prohibited or unenforceable or is held to be void or
        unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
        to the extent of such prohibition or unenforceability without invalidating
        the
        remaining provisions hereof, and any such prohibition or unenforceability
        in any
        jurisdiction as to any Mortgage Loan shall not invalidate or render
        unenforceable such provision in any other jurisdiction. To the extent permitted
        by applicable law, the parties hereto waive any provision of law which prohibits
        or renders void or unenforceable any provision hereof.

       

      SECTION
        15. Agreement
        of Parties.
        The
        Seller and the Purchaser each agree to execute and deliver such instruments
        and
        take such actions as either of the others may, from time to time, reasonably
        request in order to effectuate the purpose and to carry out the terms of
        this
        Agreement and the Pooling and Servicing Agreement.

       

      SECTION
        16. Survival.
        The
        Seller agrees that the representations, warranties and agreements made by
        it
        herein and in any certificate or other instrument delivered pursuant hereto
        shall be deemed to be relied upon by the Purchaser, notwithstanding any
        investigation heretofore or hereafter made by the Purchaser or on its behalf,
        and that the representations, warranties and agreements made by the Seller
        herein or in any such certificate or other instrument shall survive the delivery
        of and payment for the Mortgage Loans and shall continue in full force and
        effect, notwithstanding any restrictive or qualified endorsement on the Mortgage
        Notes and notwithstanding subsequent termination of this Agreement, the Pooling
        and Servicing Agreement or the Trust Fund.

       

      SECTION
        17. GOVERNING
        LAW.
        THIS
        AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS AND RESPONSIBILITIES OF THE
        PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
        LAWS
        (EXCLUDING THE CHOICE OF LAW PROVISIONS) AND DECISIONS OF THE STATE OF NEW
        YORK.
        THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW
        YORK
        GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.

       

      SECTION
        18. Miscellaneous.
        This
        Agreement may be executed in two or more counterparts, each of which when
        so
        executed and delivered shall be an original, but all of which together shall
        constitute one and the same instrument. This Agreement shall inure to the
        benefit of and be binding upon the parties hereto and their respective
        successors and assigns. This Agreement supersedes all prior agreements and
        understandings relating to the subject matter hereof. Neither this Agreement
        nor
        any term hereof may be changed, waived, discharged or terminated orally,
        but
        only by an instrument in writing signed by the party against whom enforcement
        of
        the change, waiver, discharge or termination is sought. The headings in this
        Agreement are for purposes of reference only and shall not limit or otherwise
        affect the meaning hereof.

       

      It
        is the
        express intent of the parties hereto that the conveyance of the Mortgage
        Loans
        by the Seller to the Purchaser as provided in Section 4 hereof be, and be
        construed as, a sale of the Mortgage Loans by the Seller to the Purchaser
        and
        not as a pledge of the Mortgage Loans by the Seller to the Purchaser to secure
        a
        debt or other obligation of the Seller. However, in the event that,
        notwithstanding the aforementioned intent of the parties, the Mortgage Loans
        are
        held to be property of the Seller, then (a) it is the express intent of the
        parties that such conveyance be deemed a pledge of the Mortgage Loans by
        the
        Seller to the Purchaser to secure a debt or other obligation of the Seller
        and
        (b)(1) this Agreement shall also be deemed to be a security agreement within
        the
        meaning of Articles 8 and 9 of the New York Uniform Commercial Code, (2)
        the
        conveyance provided for in Section 4 hereof shall be deemed to be a grant
        by the
        Seller to the Purchaser of a security interest in all of the Seller’s right,
        title and interest in and to the Mortgage Loans and all amounts payable to
        the
        holders of the Mortgage Loans in accordance with the terms thereof and all
        proceeds of the conversion, voluntary or involuntary, of the foregoing into
        cash, instruments, securities or other property, including without limitation
        all amounts, other than investment earnings, from time to time held or invested
        in the Protected Accounts established by the Servicers of the related Mortgage
        Loans for the benefit of the owner thereof, whether in the form of cash,
        instruments, securities or other property, (3) the possession by the Purchaser
        or its agent of Mortgage Notes, the related Mortgages and such other items
        of
        property that constitute instruments, money, negotiable documents or chattel
        paper shall be deemed to be “possession by the secured party” for purposes of
        perfecting the security interest pursuant to Section 9-305 of the New York
        Uniform Commercial Code, and (4) notifications to persons holding such property
        and acknowledgments, receipts or confirmations from persons holding such
        property shall be deemed notifications to, or acknowledgments, receipts or
        confirmations from, financial intermediaries, bailees or agents (as applicable)
        of the Purchaser for the purpose of perfecting such security interest under
        applicable law. Any assignment of the interest of the Purchaser pursuant
        to
        Section 4(d) hereof shall also be deemed to be an assignment of any security
        interest created hereby. The Seller and the Purchaser shall, to the extent
        consistent with this Agreement, take such actions as may be necessary to
        ensure
        that, if this Agreement were deemed to create a security interest in the
        Mortgage Loans, such security interest would be deemed to be a perfected
        security interest of first priority under applicable law and will be maintained
        as such throughout the term of this Agreement and the Pooling and Servicing
        Agreement.

       

      SECTION
        19. Third
        Party Beneficiary.
        The
        parties hereto acknowledge and agree that DBSI and each of its respective
        successors and assigns shall have all the rights of a third-party beneficiary
        in
        respect of Section 12 of this Agreement and shall be entitled to rely upon
        and
        directly enforce the provisions of Section 12 of this Agreement.

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      IN
        WITNESS WHEREOF, the Purchaser and the Seller have caused their names to
        be
        signed by their respective officers thereunto duly authorized as of the date
        first above written.

       

      

        
          	 	
                  
                    DB
                      STRUCTURED PRODUCTS, INC.

                  

                
	 	 	 
	 	
                  By:

                	 
	 	
                  Name:

                	 
	 	
                  Title:

                	 


        

      

       

      
        

          
            	 	 	 
	 	
                    By:

                  	 
	 	
                    Name:

                  	 
	 	
                    Title:

                  	 


          

        

         

        
          

            
              	 	
                      
                        
                          DEUTSCHE
                            ALT-A SECURITIES, INC.

                        

                      

                    
	 	 	 
	 	
                      By:

                    	 
	 	
                      Name:

                    	 
	 	
                      Title:

                    	 


            

          

           

          
            

              
                	 	 	 
	 	
                        By:

                      	 
	 	
                        Name:

                      	 
	 	
                        Title:

                      	 


              

            

             

          

        

      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      


      EXHIBIT
        1

       

      Loan
        #:
        _____

       

      Borrower:
        _____

       

      LOST
        NOTE AFFIDAVIT

       

      I,
        as
        _____________________ of ____________________, a _______________ am authorized
        to make this Affidavit on behalf of __________________ (the “Seller”). In
        connection with the administration of the Mortgage Loans held by
        ______________________, a _______________ [corporation] as Seller on behalf
        of
        ____________________ (the “Purchaser”), _______________________ (the
“Deponent”), being duly sworn, deposes and says that:

       

      1. The
        Seller’s address is:

       

      ____________________________

      ____________________________

      ____________________________

       

      2. The
        Seller previously delivered to the Purchaser a signed initial certification
        with
        respect to such Mortgage and/or Assignment;

       

      3. Such
        Mortgage Note and/or Assignment was assigned or sold to the Purchaser by
        __________________, a _________________ pursuant to the terms and provisions
        of
        a Mortgage Loan Purchase Agreement dated as of January 31, 2006;

       

      4. Such
        Mortgage Note and/or Assignment is not outstanding pursuant to a request
        for
        release of Documents;

       

      5. Aforesaid
        Mortgage Note and/or Assignment (the “Original”) has been lost;

       

      6. Deponent
        has made or caused to be made a diligent search for the Original and has
        been
        unable to find or recover same;

       

      7. The
        Seller was the Seller of the Original at the time of the loss; and

       

      8. Deponent
        agrees that, if said Original should ever come into Seller’s possession, custody
        or power, Seller will immediately and without consideration surrender the
        Original to the Purchaser.

       

      9. Attached
        hereto is a true and correct copy of (i) the Note, endorsed in blank by the
        Mortgagee and (ii) the Mortgage or deed of trust (strike one) which secures
        the
        Note, which Mortgage or deed of trust is recorded in the county where the
        property is located.

       

      10. Deponent
        hereby agrees that the Seller (a) shall indemnify and hold harmless the
        Purchaser, its successors and assigns, against any loss, liability or damage,
        including reasonable attorney’s fees, resulting from the unavailability of any
        Notes, including but not limited to any loss, liability or damage arising
        from
        (i) any false statement contained in this Affidavit, (ii) any claim of any
        party
        that purchased a mortgage loan evidenced by the Lost Note or any interest
        in
        such mortgage loan, (iii) any claim of any borrower with respect to the
        existence of terms of a mortgage loan evidenced by the Lost Note on the related
        property to the fact that the mortgage loan is not evidenced by an original
        note
        and (iv) the issuance of a new instrument in lieu thereof (items (i) through
        (iv) above hereinafter referred to as the “Losses”) and (b) if required by any
        Rating Agency in connection with placing such Lost Note into a Pass-Through
        Transfer, shall obtain a surety from an insurer acceptable to the applicable
        Rating Agency to cover any Losses with respect to such Lost Note.

       

      11. This
        Affidavit is intended to be relied upon by the Purchaser, its successors
        and
        assigns. [Seller] represents and warrants that is has the authority to perform
        its obligations under this Affidavit of Lost Note.

       

      Executed
        this _ day of _______, 200_.

       

      


      By:
        ______________________________________

      Name:

      Title:

       

      On
        this
        __ day of ______, 200_, before me appeared ______________________ to me
        personally known, who being duly sworn did say that he is the
        _______________________ of ____________________, a ______________________
        and
        that said Affidavit of Lost Note was signed and sealed on behalf of such
        corporation and said acknowledged this instrument to be the free act and
        deed of
        said entity.

       

      Signature:

       

      [Seal]

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      EXHIBIT
        2

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      EXHIBIT
        3

      


      Definitions
        with respect to terms used in Sections 2(b)(i) and 2(b)(ii) of this Agreement
        and not otherwise defined in this Agreement or the Pooling and Servicing
        Agreement:

      


      Assignment
        of Proprietary Lease:
        With
        respect to a Cooperative Loan, the assignment or mortgage of the related
        Proprietary Lease from the Mortgagor to the originator of the Cooperative
        Loan.

       

      Cooperative
        Corporation:
        With
        respect to any Cooperative Loan, the cooperative apartment corporation that
        holds legal title to the related Cooperative Property and grants occupancy
        rights to units therein to stockholders through Proprietary Leases or similar
        arrangements.

       

      Cooperative
        Lien Search:
        A
        search for (a) federal tax liens, mechanics’ liens, lis pendens, judgments of
        record or otherwise against (i) the Cooperative Corporation and (ii) the
        seller
        of the Cooperative Unit, (b) filings of Financing Statements and (c) the
        deed of
        the Cooperative Property into the Cooperative Corporation.

       

      Cooperative
        Loan:
        A
        Mortgage Loan that is secured by a first lien on and a perfected security
        interest in Cooperative Shares and the related Proprietary Lease granting
        exclusive rights to occupy the related Cooperative Unit in the building owned
        by
        the related Cooperative Corporation.

       

      Cooperative
        Property:
        With
        respect to any Cooperative Loan, all real property and improvements thereto
        and
        rights therein and thereto owned by a Cooperative Corporation including without
        limitation the land, separate dwelling units and all common
        elements.

       

      Cooperative
        Shares:
        With
        respect to any Cooperative Loan, the shares of stock issued by a Cooperative
        Corporation and allocated to a Cooperative Unit and represented by stock
        certificates.

       

      Cooperative
        Unit:
        With
        respect to any Cooperative Loan, a specific unit in a Cooperative
        Property.

       

      Financing
        Statement:
        A
        financing statement in the form of a UCC-1 or UCC-3, as applicable, filed
        pursuant to the Uniform Commercial Code to perfect a security interest in
        the
        Cooperative Shares and Pledge Instruments.

       

      MERS:
        Mortgage Electronic Registration Systems, Inc., a corporation organized and
        existing under the laws of the State of Delaware, or any successor
        thereto.

       

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

       

      MIN:
        The
        Mortgage Identification Number for Mortgage Loans registered with MERS on
        the
        MERS® System.

       

      MOM
        Loan:
        With
        respect to any Mortgage Loan, MERS acting as the mortgagee of such Mortgage
        Loan, solely as nominee for the originator of such Mortgage Loan and its
        successors and assigns, at the origination thereof.

       

      Pledge
        Instruments:
        With
        respect to each Cooperative Loan, the Stock Power, the Assignment of Proprietary
        Lease and the Security Agreement.

       

      Proprietary
        Lease:
        The
        lease on a Cooperative Unit evidencing the possessory interest of the owner
        of
        the Cooperative Shares in such Cooperative Unit.

       

      Recognition
        Agreement:
        An
        agreement among a Cooperative Corporation, a lender and a Mortgagor with
        respect
        to a Cooperative Loan whereby such parties (i) acknowledge that such lender
        may
        make, or intends to make, such Cooperative Loan and (ii) make certain agreements
        with respect to such Cooperative Loan.

       

      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 Shares.

       

      Stock
        Power:
        With
        respect to a Cooperative Loan, an assignment of the stock certificate or
        an
        assignment of the Cooperative Shares issued by the Cooperative
        Corporation.

       

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        




    

    EXHIBIT
      K

    


    FORM
      10-D, FORM 8-K AND FORM 10-K

    REPORTING
      RESPONSIBILITY

    


    As
      to
      each item described below, the entity indicated as the Responsible Party shall
      be primarily responsible for reporting the information to the party identified
      as responsible for preparing the Securities Exchange Act Reports pursuant to
      Section 3.29. 

    


    Under
      Item 1 of Form 10-D: a) items marked “5.02 statement” are required to be
      included in the periodic Distribution Date statement under Section 5.02,
      provided by the Securities Administrator based on information received from
      the
      Master Servicer; and b) items marked “Form 10-D report” are required to be in
      the Form 10-D report but not the 5.02 statement, provided by the party
      indicated. Information under all other Items of Form 10-D is to be included
      in
      the Form 10-D report.

    


    
      	
              Form

            	
              Item

            	
              Description

            	
              Servicers

            	
              Master
                Servicer

            	
              Securities
                Administrator

            	
              Custodian

            	
              Trustee

            	
              Depositor

            	
              Sponsor

            
	
              10-D

            	
              Must
                be filed within 15 days of the distribution date for the asset-backed
                securities.

            	 	 	 	 
	
              1

            	
              Distribution
                and Pool Performance Information

            	 	 	 	 	 	 	 
	
              Item
                1121(a) - Distribution and Pool Performance
                Information

            	 	 	 	 	 	 	 
	
              (1)
                Any applicable record dates, accrual dates, determination dates for
                calculating distributions and actual distribution dates for the
                distribution period.

            	 	 	
              X

               

              (5.02
                Statement)

            	 	 	 	 
	
              (2)
                Cash flows received and the sources thereof for distributions, fees
                and
                expenses.

            	 	 	
              X

               

              (5.02
                Statement)

            	 	 	 	 
	
              (3)
                Calculated amounts and distribution of the flow of funds for the
                period
                itemized by type and priority of payment, including:

            	 	 	
              X

               

              (5.02
                Statement)

            	 	 	 	 
	
              (i)
                Fees or expenses accrued and paid, with an identification of the
                general
                purpose of such fees and the party receiving such fees or
                expenses.

            	 	 	
              X

               

              (5.02
                Statement)

            	 	 	 	 
	
              (ii)
                Payments accrued or paid with respect to enhancement or other support
                identified in Item 1114 of Regulation AB (such as insurance premiums
                or
                other enhancement maintenance fees), with an identification of the
                general
                purpose of such payments and the party receiving such
                payments.

            	 	 	
              X

               

              (5.02
                Statement)

            	 	 	 	 
	
              (iii)
                Principal, interest and other distributions accrued and paid on the
                asset-backed securities by type and by class or series and any principal
                or interest shortfalls or carryovers.

            	 	 	
              X

               

              (5.02
                Statement)

            	 	 	 	 
	
              (iv)
                The amount of excess cash flow or excess spread and the disposition
                of
                excess cash flow.

            	 	 	
              X

               

              (5.02
                Statement)

            	 	 	 	 
	
              (4)
                Beginning and ending principal balances of the asset-backed
                securities.

            	 	 	
              X

               

              (5.02
                Statement)

            	 	 	 	 
	
              (5)
                Interest rates applicable to the pool assets and the asset-backed
                securities, as applicable. Consider providing interest rate information
                for pool assets in appropriate distributional groups or incremental
                ranges.

            	 	 	
              X

               

              (5.02
                Statement)

            	 	 	 	 
	
              (6)
                Beginning and ending balances of transaction accounts, such as reserve
                accounts, and material account activity during the period.

            	 	 	
              X

               

              (5.02
                Statement)

            	 	 	 	 
	
              (7)
                Any amounts drawn on any credit enhancement or other support identified
                in
                Item 1114 of Regulation AB, as applicable, and the amount of coverage
                remaining under any such enhancement, if known and
                applicable.

            	 	 	
              X

               

              (5.02
                Statement)

            	 	 	 	 
	
              (8)
                Number and amount of pool assets at the beginning and ending of each
                period, and updated pool composition information, such as weighted
                average
                coupon, weighted average life, weighted average remaining term, pool
                factors and prepayment amounts.

            	 	 	
              X

               

              (5.02
                Statement)

            	 	 	
              Updated
                pool composition information fields to be as specified by Depositor
                from
                time to time

            	 
	
              (9)
                Delinquency and loss information for the period.

            	
              X

            	
              X

            	
              X

               

              (5.02
                Statement)

            	 	 	 	 
	
              In
                addition, describe any material changes to the information specified
                in
                Item 1100(b)(5) of Regulation AB regarding the pool assets.
                (methodology)

            	
              X

            	
              X

            	 	 	 	 	 
	
              (10)
                Information on the amount, terms and general purpose of any advances
                made
                or reimbursed during the period, including the general use of funds
                advanced and the general source of funds for
                reimbursements.

            	
              X

            	
              X

            	
              X

               

              (5.02
                Statement)

            	 	 	 	 
	
              (11)
                Any material modifications, extensions or waivers to pool asset terms,
                fees, penalties or payments during the distribution period or that
                have
                cumulatively become material over time.

            	
              X

            	
              X

            	
              X

               

              (5.02
                Statement)

            	 	 	 	 
	
              (12)
                Material breaches of pool asset representations or warranties or
                transaction covenants.

            	
              X

            	
              X

            	 	 	 	
              X

            	 
	
              (13)
                Information on ratio, coverage or other tests used for determining
                any
                early amortization, liquidation or other performance trigger and
                whether
                the trigger was met.

            	 	 	
              X

               

              (5.02
                Statement)

            	 	 	 	 
	
              (14)
                Information regarding any new issuance of asset-backed securities
                backed
                by the same asset pool, 

            	 	 	 	 	 	
              X

            	 
	
              any
                pool asset changes (other than in connection with a pool asset converting
                into cash in accordance with its terms), such as additions or removals
                in
                connection with a prefunding or revolving period and pool asset
                substitutions and repurchases (and purchase rates, if applicable),
                and
                cash flows available for future purchases, such as the balances of
                any
                prefunding or revolving accounts, if applicable.

            	
              X

            	
              X

            	
              X

            	 	 	
              X

            	 
	
              Disclose
                any material changes in the solicitation, credit-granting, underwriting,
                origination, acquisition or pool selection criteria or procedures,
                as
                applicable, used to originate, acquire or select the new pool
                assets.

            	 	 	 	 	 	
              X

            	
              X

            
	
              Item
                1121(b) - Pre-Funding or Revolving Period Information

               

              Updated
                pool information as required under Item 1121(b).

            	 	 	 	 	 	
              X

            	 
	
              2

            	
              Legal
                Proceedings

            	 	 	 	 	 	 	 
	
              Item
                1117 - Legal proceedings pending against the following entities,
                or their
                respective property, that is material to Certificateholders, including
                proceedings known to be contemplated by governmental
                authorities:

            	 	 	 	 	 	 	 
	
              Sponsor
                (Seller)

            	 	 	 	 	 	 	
              X

            
	
              Depositor

            	 	 	 	 	 	
              X

            	 
	
              Trustee

            	 	 	 	 	
              X

            	 	 
	
              Issuing
                entity

            	 	 	 	 	 	
              X

            	 
	
              Master
                Servicer, affiliated Servicer, other Servicer servicing 20% or more
                of
                pool assets at time of report, other material servicers

            	
              X

            	
              X

            	 	 	 	 	 
	
              Securities
                Administrator

            	 	 	
              X

            	 	 	 	 
	
              Originator
                of 20% or more of pool assets as of the Cut-off Date

            	 	 	 	 	 	
              X

            	 
	
              Custodian

            	 	 	 	
              X

            	 	 	 
	
              3

            	
              Sales
                of Securities and Use of Proceeds

            	 	 	 	 	 	 	 
	
              Information
                from Item 2(a) of Part II of Form 10-Q:

               

              With
                respect to any sale of securities by the sponsor, depositor or issuing
                entity, that are backed by the same asset pool or are otherwise issued
                by
                the issuing entity, whether or not registered, provide the sales
                and use
                of proceeds information in Item 701 of Regulation S-K. Pricing information
                can be omitted if securities were not registered.

            	 	 	 	 	 	
              X

            	 
	
              4

            	
              Defaults
                Upon Senior Securities

            	 	 	 	 	 	 	 
	
              Information
                from Item 3 of Part II of Form 10-Q:

               

              Report
                the occurrence of any Event of Default (after expiration of any grace
                period and provision of any required notice)

            	 	 	
              X

            	 	
              X

            	 	 
	
              5

            	
              Submission
                of Matters to a Vote of Security Holders

            	 	 	 	 	 	 	 
	
              Information
                from Item 4 of Part II of Form 10-Q

            	 	 	
              X

            	 	
              X

            	 	 
	
              6

            	
              Significant
                Obligors of Pool Assets

            	 	 	 	 	 	 	 
	
              Item
                1112(b) - Significant
                Obligor Financial Information*

            	 	 	 	 	 	
              X

            	
              X

            
	
              *This
                information need only be reported on the Form 10-D for the distribution
                period in which updated information is required pursuant to the
                Item.

            	 	 	 	 	 	 	 
	
              7

            	
              Significant
                Enhancement Provider Information

            	 	 	 	 	 	 	 
	
              Item
                1114(b)(2) - Credit Enhancement Provider Financial
                Information*

            	 	 	 	 	 	 	 
	
              Determining
                applicable disclosure threshold

            	 	 	
              X

            	 	 	 	 
	
              Requesting
                required financial information or effecting incorporation by
                reference

            	 	 	
              X

            	 	 	 	 
	
              Item
                1115(b) - Derivative Counterparty Financial
                Information*

            	 	 	 	 	 	 	 
	
              Determining
                current maximum probable exposure

            	 	 	 	 	 	
              X

            	 
	
              Determining
                current significance percentage

            	 	 	
              X

            	 	 	 	 
	
              Requesting
                required financial information or effecting incorporation by
                reference

            	 	 	
              X

            	 	 	 	 
	
              *This
                information need only be reported on the Form 10-D for the distribution
                period in which updated information is required pursuant to the
                Items.

            	 	 	 	 	 	 	 
	
              8

            	
              Other
                Information

            	 	 	 	 	 	 	 
	
              Disclose
                any information required to be reported on Form 8-K during the period
                covered by the Form 10-D but not reported

            	
              The
                Responsible Party for the applicable Form 8-K item as indicated
                below.

            
	
              9

            	
              Exhibits

            	 	 	 	 	 	 	 
	
              Distribution
                report

            	 	 	
              X

            	 	 	 	 
	
              Exhibits
                required by Item 601 of Regulation S-K, such as material
                agreements

            	 	 	 	 	 	
              X

            	 
	
              8-K

            	
              Must
                be filed within four business days of an event reportable on Form
                8-K.

            	 	 	 	 
	
              1.01

            	
              Entry
                into a Material Definitive Agreement

            	 	 	 	 	 	 	 
	
              Disclosure
                is required regarding entry into or amendment of any definitive agreement
                that is material to the securitization, even if depositor is not
                a party.
                

               

              Examples:
                servicing agreement, custodial agreement.

               

              Note:
                disclosure not required as to definitive agreements that are fully
                disclosed in the prospectus

            	
              X

            	
              X

            	
              X
                (if Master Servicer is not a party)

            	 	
              X
                (if Master Servicer is not a party)

            	
              X
                (if Master Servicer is not a party)

            	
              X
                (if Master Servicer is not a party)

            
	
              1.02

            	
              Termination
                of a Material Definitive Agreement

            	
              X

            	
              X

            	
              X
                (if Master Servicer is not a party)

            	 	
              X
                (if Master Servicer is not a party)

            	
              X
                (if Master Servicer is not a party)

            	
              X
                (if Master Servicer is not a party)

            
	
              Disclosure
                is required regarding termination of any definitive agreement that
                is
                material to the securitization (other than expiration in accordance
                with
                its terms), even if depositor is not a party. 

               

               

              Examples:
                servicing agreement, custodial agreement.

            	 	 	 	 	 	 	 
	
              1.03

            	
              Bankruptcy
                or Receivership

            	 	 	 	 	 	 	 
	
              Disclosure
                is required regarding the bankruptcy or receivership, if known to
                the
                Master Servicer, with respect to any of the following: 

               

              Sponsor
                (Seller), Depositor, Master Servicer, affiliated Servicer, other
                Servicer
                servicing 20% or more of pool assets at time of report, other material
                servicers, Certificate Administrator, Trustee, significant obligor,
                credit
                enhancer (10% or more), derivatives counterparty,
                Custodian

            	
              X

            	
              X

            	
              X

            	
              X

            	
              X

            	
              X

            	
              X

            
	
              2.04

            	
              Triggering
                Events that Accelerate or Increase a Direct Financial Obligation
                or an
                Obligation under an Off-Balance Sheet Arrangement

            	 	 	 	 	 	 	 
	
              Includes
                an early amortization, performance trigger or other event, including
                event
                of default, that would materially alter the payment priority/distribution
                of cash flows/amortization schedule.

               

              Disclosure
                will be made of events other than waterfall triggers which are disclosed
                in the 5.02 statement

            	 	
              X

            	
              X

            	 	 	 	 
	
              3.03

            	
              Material
                Modification to Rights of Security Holders

            	 	 	 	 	 	 	 
	
              Disclosure
                is required of any material modification to documents defining the
                rights
                of Certificateholders, including the Pooling and Servicing
                Agreement

            	 	
              X

            	
              X

            	 	
              X

            	
              X

            	 
	
              5.03

            	
              Amendments
                to Articles of Incorporation or Bylaws; Change in Fiscal
                Year

            	 	 	 	 	 	 	 
	
              Disclosure
                is required of any amendment “to the governing documents of the issuing
                entity”

            	 	 	 	 	
              X

            	
              X

            	 
	
              5.06

            	
              Change
                in Shell Company Status

            	 	 	 	 	 	 	 
	
              [Not
                applicable to ABS issuers]

            	 	 	 	 	 	
              X

            	 
	
              6.01

            	
              ABS
                Informational and Computational Material

            	 	 	 	 	 	 	 
	
              [Not
                included in reports to be filed under Section 3.18]

            	 	 	 	 	 	
              X

            	 
	
              6.02

            	
              Change
                of Servicer or Trustee

            	 	 	 	 	 	 	 
	
              Requires
                disclosure of any removal, replacement, substitution or addition
                of any
                master servicer, affiliated servicer, other servicer servicing 10%
                or more
                of pool assets at time of report, other material servicers, certificate
                administrator or trustee. 

            	
              X

            	
              X

            	
              X

            	 	
              X

            	
              X

            	 
	 	
              Reg
                AB disclosure about any new servicer (from entity appointing new
                servicer)
                or trustee (from Depositor) is also required.

            	 	 	 	 	
              X

            	
              X

            	 
	
              6.03

            	
              Change
                in Credit Enhancement or Other External Support

            	 	 	 	 	 	 	 
	
              Covers
                termination of any enhancement in manner other than by its terms,
                the
                addition of an enhancement, or a material change in the enhancement
                provided. Applies to external credit enhancements as well as derivatives.
                

            	 	 	
              X

            	 	
              X

            	
              X

            	 
	 	
              Reg
                AB disclosure about any new enhancement provider is also
                required.

            	 	 	 	 	 	
              X

            	 
	
              6.04

            	
              Failure
                to Make a Required Distribution

            	 	 	
              X

            	 	
              X

            	 	 
	
              6.05

            	
              Securities
                Act Updating Disclosure

            	 	 	 	 	 	 	 
	
              If
                any material pool characteristic differs by 5% or more at the time
                of
                issuance of the securities from the description in the final prospectus,
                provide updated Reg AB disclosure about the actual asset
                pool.

            	 	 	 	 	 	
              X

            	 
	
              If
                there are any new servicers or originators required to be disclosed
                under
                Regulation AB as a result of the foregoing, provide the information
                called
                for in Items 1108 and 1110 respectively.

            	 	 	 	 	 	
              X

            	 
	
              7.01

            	
              Regulation
                FD Disclosure

            	
              X

            	
              X

            	
              X

            	 	
              X

            	
              X

            	
              X

            
	
              8.01

            	
              Other
                Events

            	 	 	 	 	 	 	 
	
              Any
                event, with respect to which information is not otherwise called
                for in
                Form 8-K, that the registrant deems of importance to security
                holders.

            	 	 	 	 	 	
              X

            	 
	
              9.01

            	
              Financial
                Statements and Exhibits

            	
              The
                Responsible Party applicable to reportable event.

            
	
              10-K

            	
              Must
                be filed within 90 days of the fiscal year end for the
                registrant.

            	 	 	 	 
	
              9B

            	
              Other
                Information

            	 	 	 	 	 	 	 
	 	 	
              Disclose
                any information required to be reported on Form 8-K during the fourth
                quarter covered by the Form 10-K but not reported

            	
              The
                Responsible Party for the applicable Form 8-K as indicated
                above.

            
	 	
              15

            	
              Exhibits
                and Financial Statement Schedules

            	 	 	 	 	 	 	 
	
              Item
                1112(b) - Significant
                Obligor Financial Information

            	 	 	 	 	 	
              X

            	
              X

            
	
              Item
                1114(b)(2) - Credit Enhancement Provider Financial
                Information

            	 	 	 	 	 	 	 
	
              Determining
                applicable disclosure threshold

            	 	 	
              X

            	 	 	 	 
	
              Requesting
                required financial information or effecting incorporation by
                reference

            	 	 	
              X

            	 	 	 	 
	
              Item
                1115(b) - Derivative Counterparty Financial
                Information

            	 	 	 	 	 	 	 
	
              Determining
                current maximum probable exposure

            	 	 	 	 	 	
              X

            	 
	 	 	
              Determining
                current significance percentage

            	 	 	
              X

            	 	 	 	 
	
              Requesting
                required financial information or effecting incorporation by
                reference

            	 	 	
              X

            	 	 	 	 
	
              Item
                1117 - Legal proceedings pending against the following entities,
                or their
                respective property, that is material to Certificateholders, including
                proceedings known to be contemplated by governmental
                authorities:

            	 	 	 	 	 	 	 
	
              Sponsor
                (Seller)

            	 	 	 	 	 	 	
              X

            
	
              Depositor

            	 	 	 	 	 	
              X

            	 
	
              Trustee

            	 	 	 	 	
              X

            	 	 
	
              Issuing
                entity

            	 	 	 	 	 	
              X

            	 
	
              Master
                Servicer, affiliated Servicer, other Servicer servicing 20% or more
                of
                pool assets at time of report, other material servicers

            	
              X

            	
              X

            	 	 	 	 	 
	
              Securities
                Administrator

            	 	 	
              X

            	 	 	 	 
	
              Originator
                of 20% or more of pool assets as of the Cut-off Date

            	 	 	 	 	 	
              X

            	
              X

            
	
              Custodian

            	 	 	 	
              X

            	 	 	 
	
              Item
                1119 - Affiliations and relationships between the following entities,
                or
                their respective affiliates, that are material to
                Certificateholders:

            	 	 	 	 	 	 	 
	
              Sponsor
                (Seller)

            	 	 	 	 	 	 	
              X

            
	
              Depositor

            	 	 	 	 	 	
              X

            	 
	
              Trustee

            	 	 	 	 	
              X

            	 	 
	
              Master
                Servicer, affiliated Servicer, other Servicer servicing 20% or more
                of
                pool assets at time of report, other material servicers

            	
              X

            	
              X

            	 	 	 	 	 
	
              Securities
                Administrator

            	 	 	
              X

            	 	 	 	 
	
              Originator

            	 	 	 	 	 	
              X

            	
              X

            
	
              Custodian

            	 	 	 	
              X (with
                respect to affiliations only)

            	 	 	 
	
              Credit
                Enhancer/Support Provider

            	 	 	 	 	 	
              X

            	
              X

            
	
              Significant
                Obligor

            	 	 	 	 	 	
              X

            	
              X

            
	
              Item
                1122 - Assessment of Compliance with Servicing
                Criteria

            	
              X

            	
              X

            	
              X

            	
              X

            	 	 	 
	
              Item
                1123 - Servicer Compliance Statement

            	
              X

            	
              X

            	 	 	 	 	 


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    EXHIBIT
      L

    


    BACK-UP
      CERTIFICATION

    


    Re: __________
      (the “Trust”)

     

    Mortgage
      Pass-Through Certificates, Series 2006-AB1

     

    I,
      [identify the certifying individual], certify to Deutsche Alt-A Securities,
      Inc.
      (the “Depositor”), HSBC Bank USA, National Association (the “Trustee”) and Wells
      Fargo Bank, National Association (the “Master Servicer”), and their respective
      officers, directors and affiliates, and with the knowledge and intent that
      they
      will rely upon this certification, that:

     

    
      	
              (1)

            	 	
              I
                have reviewed the servicer compliance statement of the Servicer provided
                in accordance with Item 1123 of Regulation AB (the “Compliance
                Statement”), the report on assessment of the Servicer’s compliance with
                the servicing criteria set forth in Item 1122(d) of Regulation AB
                (the
                “Servicing Criteria”), provided in accordance with Rules 13a-18 and 15d-18
                under Securities Exchange Act of 1934, as amended (the “Exchange Act”) and
                Item 1122 of Regulation AB (the “Servicing Assessment”), the registered
                public accounting firm’s attestation report provided in accordance with
                Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b)
                of
                Regulation AB (the “Attestation Report”), and all servicing reports,
                officer’s certificates and other information relating to the servicing of
                the Mortgage Loans by the Servicer during 200[ ] that were delivered
                by
                the Servicer to the Master Servicer pursuant to the Agreement
                (collectively, the “Servicer Servicing
                Information”);

            


    

     

    
      	
              (2)

            	 	
              Based
                on my knowledge, the Servicer Servicing Information, taken as a whole,
                does not contain any untrue statement of a material fact or omit
                to state
                a material fact necessary to make the statements made, in the light
                of the
                circumstances under which such statements were made, not misleading
                with
                respect to the period of time covered by the Servicer Servicing
                Information;

            


    

     

    
      	
              (3)

            	 	
              Based
                on my knowledge, all of the Servicer Servicing Information required
                to be
                provided by the Servicer under the Agreement has been provided to
                the
                Master Servicer;

            


    

     

    
      	
              (4)

            	 	
              I
                am responsible for reviewing the activities performed by the Servicer
                as
                servicer under the Agreement, and based on my knowledge and the compliance
                review conducted in preparing the Compliance Statement and except
                as
                disclosed in the Compliance Statement, the Servicing Assessment or
                the
                Attestation Report, the Servicer has fulfilled its obligations under
                the
                Agreement in all material respects;
                and

            


    

     

    
      	
              (5)

            	 	
              The
                Compliance Statement required to be delivered by the Servicer pursuant
                to
                the Agreement, and the Servicing Assessment and Attestation Report
                required to be provided by the Servicer and by any Subservicer or
                Subcontractor pursuant to the Agreement, have been provided to the
                Master
                Servicer. Any material instances of noncompliance described in such
                reports have been disclosed to the Master Servicer. Any material
                instance
                of noncompliance with the Servicing Criteria has been disclosed in
                such
                reports.

            


    

     

    Capitalized
      terms used and not otherwise defined herein have the meanings assigned thereto
      in the Pooling and Servicing Agreement (the “Agreement”), dated as of January 1,
      2006, among ACE Securities Corp., Wells Fargo Bank, National Association and
      HSBC Bank USA, National Association.

     

    


     

    


     

    
      	
              Date:

            	 	 
	 	 
	 	 
	
              [Signature]

            	 
	 	 
	
              [Title]

            	 


    

    


     

    


     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    EXHIBIT
      M

    


    SERVICING
      CRITERIA

    


     

    SERVICING
      CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

     

    The
      assessment of compliance to be delivered by [the Servicer] [the Master Servicer]
      [Name of Subservicer] shall address, at a minimum, the criteria identified
      as
      below as “Relevant Servicing Criteria”:

    


    
      	
              SERVICING
                CRITERIA 

            	
              RELEVANT
                SERVICING CRITERIA

            
	
              Reference

            	
              Criteria

            	
               

            
	
               

            	
              General
                Servicing Considerations

            	
               

            
	
              1122(d)(1)(i)

            	
              Policies
                and procedures are instituted to monitor any performance or other
                triggers
                and events of default in accordance with the transaction
                agreements.

            	
              X

            
	
              1122(d)(1)(ii)

            	
              If
                any material servicing activities are outsourced to third parties,
                policies and procedures are instituted to monitor the third party’s
                performance and compliance with such servicing activities.

            	
              X

            
	
              1122(d)(1)(iii)

            	
              Any
                requirements in the transaction agreements to maintain a back-up
                servicer
                for the mortgage loans are maintained.

            	 
	
              1122(d)(1)(iv)

            	
              A
                fidelity bond and errors and omissions policy is in effect on the
                party
                participating in the servicing function throughout the reporting
                period in
                the amount of coverage required by and otherwise in accordance with
                the
                terms of the transaction agreements.

            	
              X

            
	
               

            	
              Cash
                Collection and Administration

            	
              X

            
	
              1122(d)(2)(i)

            	
              Payments
                on mortgage loans are deposited into the appropriate custodial bank
                accounts and related bank clearing accounts no more than two business
                days
                following receipt, or such other number of days specified in the
                transaction agreements.

            	
              X

            
	
              1122(d)(2)(ii)

            	
              Disbursements
                made via wire transfer on behalf of an obligor or to an investor
                are made
                only by authorized personnel.

            	
              X

            
	
              1122(d)(2)(iii)

            	
              Advances
                of funds or guarantees regarding collections, cash flows or distributions,
                and any interest or other fees charged for such advances, are made,
                reviewed and approved as specified in the transaction
                agreements.

            	
              X

            
	
              1122(d)(2)(iv)

            	
              The
                related accounts for the transaction, such as cash reserve accounts
                or
                accounts established as a form of overcollateralization, are separately
                maintained (e.g., with respect to commingling of cash) as set forth
                in the
                transaction agreements.

            	
              X

            
	
              1122(d)(2)(v)

            	
              Each
                custodial account is maintained at a federally insured depository
                institution as set forth in the transaction agreements. For purposes
                of
                this criterion, “federally insured depository institution” with respect to
                a foreign financial institution means a foreign financial institution
                that
                meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
                Act.

            	
              X

            
	
              1122(d)(2)(vi)

            	
              Unissued
                checks are safeguarded so as to prevent unauthorized
                access.

            	
              X

            
	
              1122(d)(2)(vii)

            	
              Reconciliations
                are prepared on a monthly basis for all asset-backed securities related
                bank accounts, including custodial accounts and related bank clearing
                accounts. These reconciliations are (A) mathematically accurate;
                (B)
                prepared within 30 calendar days after the bank statement cutoff
                date, or
                such other number of days specified in the transaction agreements;
                (C)
                reviewed and approved by someone other than the person who prepared
                the
                reconciliation; and (D) contain explanations for reconciling items.
                These
                reconciling items are resolved within 90 calendar days of their original
                identification, or such other number of days specified in the transaction
                agreements.

            	
              X

            
	
               

            	
              Investor
                Remittances and Reporting

            	
              X

            
	
              1122(d)(3)(i)

            	
              Reports
                to investors, including those to be filed with the Commission, are
                maintained in accordance with the transaction agreements and applicable
                Commission requirements. Specifically, such reports (A) are prepared
                in
                accordance with timeframes and other terms set forth in the transaction
                agreements; (B) provide information calculated in accordance with
                the
                terms specified in the transaction agreements; (C) are filed with
                the
                Commission as required by its rules and regulations; and (D) agree
                with
                investors’ or the trustee’s records as to the total unpaid principal
                balance and number of mortgage loans serviced by the
                Servicer.

            	
              X

            
	
              1122(d)(3)(ii)

            	
              Amounts
                due to investors are allocated and remitted in accordance with timeframes,
                distribution priority and other terms set forth in the transaction
                agreements.

            	
              X

            
	
              1122(d)(3)(iii)

            	
              Disbursements
                made to an investor are posted within two business days to the Servicer’s
                investor records, or such other number of days specified in the
                transaction agreements.

            	
              X

            
	
              1122(d)(3)(iv)

            	
              Amounts
                remitted to investors per the investor reports agree with cancelled
                checks, or other form of payment, or custodial bank
                statements.

            	
              X

            
	
               

            	
              Pool
                Asset Administration

            	
              X

            
	
              1122(d)(4)(i)

            	
              Collateral
                or security on mortgage loans is maintained as required by the transaction
                agreements or related mortgage loan documents.

            	
              X

            
	
              1122(d)(4)(ii)

            	
              Mortgage
                loan and related documents are safeguarded as required by the transaction
                agreements

            	
              X

            
	
              1122(d)(4)(iii)

            	
              Any
                additions, removals or substitutions to the asset pool are made,
                reviewed
                and approved in accordance with any conditions or requirements in
                the
                transaction agreements.

            	
              X

            
	
              1122(d)(4)(iv)

            	
              Payments
                on mortgage loans, including any payoffs, made in accordance with
                the
                related mortgage loan documents are posted to the Servicer’s obligor
                records maintained no more than two business days after receipt,
                or such
                other number of days specified in the transaction agreements, and
                allocated to principal, interest or other items (e.g., escrow) in
                accordance with the related mortgage loan documents.

            	
              X

            
	
              1122(d)(4)(v)

            	
              The
                Servicer’s records regarding the mortgage loans agree with the Servicer’s
                records with respect to an obligor’s unpaid principal
                balance.

            	
              X

            
	
              1122(d)(4)(vi)

            	
              Changes
                with respect to the terms or status of an obligor's mortgage loans
                (e.g.,
                loan modifications or re-agings) are made, reviewed and approved
                by
                authorized personnel in accordance with the transaction agreements
                and
                related pool asset documents.

            	
              X

            
	
              1122(d)(4)(vii)

            	
              Loss
                mitigation or recovery actions (e.g., forbearance plans, modifications
                and
                deeds in lieu of foreclosure, foreclosures and repossessions, as
                applicable) are initiated, conducted and concluded in accordance
                with the
                timeframes or other requirements established by the transaction
                agreements.

            	
              X

            
	
              1122(d)(4)(viii)

            	
              Records
                documenting collection efforts are maintained during the period a
                mortgage
                loan is delinquent in accordance with the transaction agreements.
                Such
                records are maintained on at least a monthly basis, or such other
                period
                specified in the transaction agreements, and describe the entity’s
                activities in monitoring delinquent mortgage loans including, for
                example,
                phone calls, letters and payment rescheduling plans in cases where
                delinquency is deemed temporary (e.g., illness or
                unemployment).

            	
              X

            
	
              1122(d)(4)(ix)

            	
              Adjustments
                to interest rates or rates of return for mortgage loans with variable
                rates are computed based on the related mortgage loan
                documents.

            	
              X

            
	
              1122(d)(4)(x)

            	
              Regarding
                any funds held in trust for an obligor (such as escrow accounts):
                (A) such
                funds are analyzed, in accordance with the obligor’s mortgage loan
                documents, on at least an annual basis, or such other period specified
                in
                the transaction agreements; (B) interest on such funds is paid, or
                credited, to obligors in accordance with applicable mortgage loan
                documents and state laws; and (C) such funds are returned to the
                obligor
                within 30 calendar days of full repayment of the related mortgage
                loans,
                or such other number of days specified in the transaction
                agreements.

            	
              X

            
	
              1122(d)(4)(xi)

            	
              Payments
                made on behalf of an obligor (such as tax or insurance payments)
                are made
                on or before the related penalty or expiration dates, as indicated
                on the
                appropriate bills or notices for such payments, provided that such
                support
                has been received by the servicer at least 30 calendar days prior
                to these
                dates, or such other number of days specified in the transaction
                agreements.

            	
              X

            
	
              1122(d)(4)(xii)

            	
              Any
                late payment penalties in connection with any payment to be made
                on behalf
                of an obligor are paid from the servicer’s funds and not charged to the
                obligor, unless the late payment was due to the obligor’s error or
                omission.

            	
              X

            
	
              1122(d)(4)(xiii)

            	
              Disbursements
                made on behalf of an obligor are posted within two business days
                to the
                obligor’s records maintained by the servicer, or such other number of days
                specified in the transaction agreements.

            	
              X

            
	
              1122(d)(4)(xiv)

            	
              Delinquencies,
                charge-offs and uncollectible accounts are recognized and recorded
                in
                accordance with the transaction agreements.

            	
              X

            
	
              1122(d)(4)(xv)

            	
              Any
                external enhancement or other support, identified in Item 1114(a)(1)
                through (3) or Item 1115 of Regulation AB, is maintained as set forth
                in
                the transaction agreements.

            	
              X

            


    

    


     

    [NAME
      OF
      SERVICER] [MASTER SERVICER] [NAME OF SUBSERVICER]

     

    Date: _________________________

     

    


    By:

    Name:
       ________________________________
      

    Title:
       ________________________________

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    Schedule
      1122 (Pooling and Servicing Agreement)

     

    Assessments
      of Compliance and Attestation Reports Servicing Criteria2 

    


    
      	
              Reg.
                AB Item 1122(d) Servicing Criteria

            	
              Depositor

            	
              Seller

            	
              Servicer

            	
              Trustee

            	
              Custodian

            	
              Paying
                Agent

            	
              Master
                Servicer

            	
              Securities
                Administrator

            
	
              (1) General
                Servicing Considerations

            	 	 	 	 	 	 	 	 
	
              (i) monitoring
                performance or other triggers and events of default

            	 	 	
              X

            	 	 	 	
              X

            	
              X

            
	
              (ii) monitoring
                performance of vendors of activities outsourced

            	 	 	
              X

            	 	 	 	 	 
	
              (iii) maintenance
                of back-up servicer for pool assets

            	 	 	 	 	 	 	 	 
	
              (iv) fidelity
                bond and E&O policies in effect

            	 	 	
              X

            	 	 	 	
              X

            	 
	
              (2) Cash
                Collection and Administration

            	 	 	 	 	 	 	 	 
	
              (i) timing
                of deposits to custodial account

            	 	 	
              X

            	 	 	
              X

            	
              X

            	
              X

            
	
              (ii) wire
                transfers to investors by authorized personnel

            	 	 	
              X

            	 	 	
              X

            	 	
              X

            
	
              (iii) advances
                or guarantees made, reviewed and approved as required

            	 	 	
              X

            	 	 	 	
              X

            	 
	
              (iv) accounts
                maintained as required

            	 	 	
              X

            	 	 	
              X

            	 	
              X

            
	
              (v) accounts
                at federally insured depository institutions

            	 	 	
              X

            	 	 	
              X

            	 	
              X

            
	
              (vi) unissued
                checks safeguarded

            	 	 	
              X

            	 	 	
              X

            	 	
              X

            
	
              (vii) monthly
                reconciliations of accounts

            	 	 	
              X

            	 	 	
              X

            	
              X

            	
              X

            
	
              (3) Investor
                Remittances and Reporting

            	 	 	 	 	 	 	 	 
	
              (i) investor
                reports

            	 	 	 	 	 	 	
              X

            	
              X

            
	
              (ii) remittances

            	 	 	
              X

            	 	 	
              X

            	 	
              X

            
	
              (iii) proper
                posting of distributions

            	 	 	
              X

            	 	 	
              X

            	 	
              X

            
	
              (iv) reconciliation
                of remittances and payment statements

            	 	 	 	 	 	
              X

            	
              X

            	
              X

            
	
              (4) Pool
                Asset Administration

            	 	 	 	 	 	 	 	 
	
              (i) maintenance
                of pool collateral

            	 	 	
              X

            	 	
              X

            	 	 	 
	
              (ii) safeguarding
                of pool assets/documents

            	 	 	
              X

            	 	
              X

            	 	 	 
	
              (iii) additions,
                removals and substitutions of pool assets

            	 	 	
              X

            	 	 	 	 	 
	
              (iv) posting
                and allocation of pool asset payments to pool assets

            	 	 	
              X

            	 	 	 	 	 
	
              (v) reconciliation
                of servicer records

            	 	 	
              X

            	 	 	 	 	 
	
              (vi) modifications
                or other changes to terms of pool assets

            	 	 	
              X

            	 	 	 	 	 
	
              (vii) loss
                mitigation and recovery actions

            	 	 	
              X

            	 	 	 	 	 
	
              (viii)records
                regarding collection efforts

            	 	 	
              X

            	 	 	 	 	 
	
              (ix) adjustments
                to variable interest rates on pool assets

            	 	 	
              X

            	 	 	 	 	 
	
              (x) matters
                relating to funds held in trust for obligors

            	 	 	
              X

            	 	 	 	 	 
	
              (xi) payments
                made on behalf of obligors (such as for taxes or
                insurance)

            	 	 	
              X

            	 	 	 	 	 
	
              (xii) late
                payment penalties with respect to payments made on behalf of obligors
                

            	 	 	
              X

            	 	 	 	 	 
	
              (xiii)records
                with respect to payments made on behalf of obligors

            	 	 	
              X

            	 	 	 	 	 
	
              (xiv) recognition
                and recording of delinquencies, charge-offs and uncollectible
                accounts

            	 	 	
              X

            	 	 	 	 	 
	
              (xv) maintenance
                of external credit enhancement or other support

            	 	 	 	 	 	 	
              X

            	 


    

    


    


    

      

      
        *
          The
          descriptions of the Item 1122(d) servicing criteria use key words and phrases
          and are not verbatim recitations of the servicing criteria. Refer to Regulation
          AB, Item 1122 for a full description of servicing
          criteria.

      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    EXHIBIT
      N

    


    ADDITIONAL
      DISCLOSURE NOTIFICATION

    


    **SEND
      VIA FAX TO [XXX-XXX-XXXX] AND VIA EMAIL TO [_______________] AND VIA OVERNIGHT
      MAIL TO THE ADDRESS IMMEDIATELY BELOW

    


    Wells
      Fargo Bank, N.A. as [Securities Administrator] 

    Old
      Annapolis Road

    Columbia,
      Maryland 21045

    Fax:
      (410) 715-2380

    E-mail:
      cts.sec.notifications@wellsfargo.com

     

    Attn:
      Corporate Trust Services - DBALT 2006-AB1 - SEC REPORT PROCESSING

    


    RE:
      **Additional Form [10-D][10-K][8-K] Disclosure** Required

    


    Ladies
      and Gentlemen:

    


    In
      accordance with Section [__] of the Pooling and Servicing Agreement,
dated
      as
      of January 1, 2006 (the “Pooling and Servicing Agreement”), among Deutsche Alt-A
      Securities, Inc., as depositor, Wells Fargo, National Association, as master
      servicer and as securities administrator, and HSBC Bank USA, National
      Association, as trustee, the undersigned, as [_____________________] hereby
      notifies you that certain events have come to our attention that [will][may]
      need to be disclosed on Form [10-D][10-K][8-K].

    


    Description
      of Additional Form [10-D][10-K][8-K] Disclosure:

    


    


    


    List
      of any Attachments hereto to be included in the Additional Form
      [10-D][10-K][8-K] Disclosure:

    


    


    Any
      inquiries related to this notification should be directed to [______________],
      phone number [__________]; email address [_______________].

    


    


    


    [NAME
      OF
      PARTY]

    As
      [role]

    


    By:________________________    

    Name:

    Title:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      1

    


    LOAN
      SCHEDULE

     

    [PROVIDED
      UPON REQUEST]

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    SCHEDULE
      2

     

    PREPAYMENT
      CHARGE SCHEDULE

     

    [FILED
      BY
      PAPER]

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    SCHEDULE
      3

     

    IDENTIFIED
      SUBSEQUENT LOANS

     

    [PROVIDED
      UPON REQUEST]