Unassociated Document


     

    Exhibit
      4.1


    
 

    
      

      

    

     

    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-AR1

     

    
      

      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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
                Interests and Residual Interests.

            
	
              Section
                2.5

            	
              Representations
                and Warranties of the Master Servicer

            
	
              Section
                2.6

            	
              Reserved.

            
	
              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

            	
              Annual
                Statement as to Compliance.

            
	
              Section
                3.17

            	
              Assessments
                of Compliance.

            
	
              Section
                3.18

            	
              Attestation
                Reports.

            
	
              Section
                3.19

            	
              Annual
                Certification

            
	
              Section
                3.20

            	
              Intention
                of the Parties and Interpretation

            
	
              Section
                3.21

            	
              Obligation
                of the Master Servicer in Respect of Compensating
                Interest

            
	
              Section
                3.22

            	
              Protected
                Accounts.

            
	
              Section
                3.23

            	
              Distribution
                Accounts.

            
	
              Section
                3.24

            	
              Permitted
                Withdrawals and Transfers from the Distribution
                Accounts.

            
	
              Section
                3.25

            	
              Group
                I Reserve Fund.

            
	
              Section
                3.26

            	
              Reserved.

            
	
              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

            	
              Reduction
                of Certificate Principal Balances on the Certificates.

            
	
              Section
                4.4

            	
              Compliance
                with Withholding Requirements.

            
	
              Section
                4.5

            	
              Distributions
                on the REMIC Regular Interests.

            
	
              Section
                4.6

            	
              Statements
                to Certificateholders.

            
	
              Section
                4.7

            	
              Advances.

            
	
              Section
                4.8

            	
              Supplemental
                Interest Trust.

            
	
              Section
                4.9

            	
              Tax
                Treatment of Group I Swap Payments and Group I Swap Termination
                Payments.

            
	 	 
	
              ARTICLE
                V

            	
              THE
                CERTIFICATES

            
	 	 
	
              Section
                5.1

            	
              The
                Certificates.

            
	
              Section
                5.2

            	
              Registration
                of Transfer and Exchange of Certificates.

            
	
              Section
                5.3

            	
              Mutilated,
                Destroyed, Lost or Stolen Certificates.

            
	
              Section
                5.4

            	
              Persons
                Deemed Owners.

            
	
              Section
                5.5

            	
              Certain
                Available Information.

            
	 	 
	
              ARTICLE
                VI

            	
              THE
                DEPOSITOR AND THE MASTER SERVICER

            
	 	 
	
              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

            	
              Transfer
                of Servicing by Sponsor of the Loans Serviced by GMAC; Special
                Servicer.

            
	 	 
	
              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 the 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.

            


    

    


    EXHIBITS

     

    
      	
              Exhibit
                A-1

            	
              -

            	
              Form
                of Class I-A-[1][2][3][4] Certificates

            
	
              Exhibit
                A-2

            	
              -

            	
              Form
                of Class [II][III][IV][V]-A-[1][2] Certificates

            
	
              Exhibit
                A-3

            	
              -

            	
              Form
                of Class I-M-[1][2][3][4][5][6][7][8] Certificates

            
	
              Exhibit
                A-4

            	
              -

            	
              Form
                of Class M Certificate

            
	
              Exhibit
                A-5

            	
              -

            	
              Form
                of Class B-[1][2] Certificates

            
	
              Exhibit
                A-6

            	
              -

            	
              Form
                of Class B-[3][4][5] Certificates

            
	
              Exhibit
                A-7

            	
              -

            	
              Form
                of Class [I-R][A-R] Certificates

            
	
              Exhibit
                A-8

            	
              -

            	
              Form
                of Class I-CE Certificates

            
	
              Exhibit
                A-9

            	
              -

            	
              Form
                of Class [I][II/V]-P[1][2] Certificates

            
	
              Exhibit
                B-1

            	
              -

            	
              Form
                of Rule 144A Investment Letter

            
	
              Exhibit
                B-2

            	
              -

            	
              Form
                of Investment Letter (Non-Rule 144A)

            
	
              Exhibit
                B-3

            	
              -

            	
              Form
                of Regulation S Transfer Certificate

            
	
              Exhibit
                B-4

            	
              -

            	
              Form
                of Clearing System Certificate

            
	
              Exhibit
                C

            	
              -

            	
              Form
                of Transfer Affidavit

            
	
              Exhibit
                D

            	
              -

            	
              Mortgage
                Loan Purchase Agreement between the Depositor and the Sponsor
                

            
	
              Exhibit
                E

            	
              -

            	
              Servicing
                Criteria 

            
	
              Exhibit
                F

            	
              -

            	
              Form
                of Back-up Certification

            
	
              Exhibit
                G

            	
              -

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

            
	
              Exhibit
                H

            	
              -

            	
              Form
                of Additional Disclosure Notification

            
	
              Exhibit
                I

            	
              -

            	
              Group
                I Swap Agreement

            
	 	 	 
	
              Schedule
                One

            	
              -

            	
              Loan
                Schedule

            
	
              Schedule
                Two

            	
              -

            	
              Prepayment
                Charge Schedule

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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. 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 Junior Subordinate Certificates,
      have been offered for sale pursuant to a Prospectus, dated August 26, 2005
      and a
      Prospectus Supplement, dated January 31, 2006 of the Depositor (together, the
      “Prospectus”). The Junior Subordinate Certificates have been offered for sale
      pursuant to a Private Placement Memorandum, dated January 31, 2006. 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 will make an election to treat the segregated
      pool
      of assets described in the definition of REMIC I (as defined herein), and
      subject to this Agreement, as a real estate mortgage investment conduit (a
      “REMIC”) for federal income tax purposes and such segregated pool of assets will
      be designated as “REMIC I”. The REMIC I Regular Interests will be the “regular
      interests” in REMIC I and Component R-1 of the Class I-R Certificates will
      represent the sole Class of “residual interests” in REMIC I for purposes of the
      REMIC Provisions (as defined herein) under the 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.

     

    

      
        	
                Designation

              	 	 	
                Initial

                Uncertificated
                  Principal Balance

              	 	
                Uncertificated
                  REMIC I

                Pass-Through
                  Rate

              	 	
                Latest
                  Possible

                Maturity
                  Date(1)

              	 
	
                A-I

              	 	
                $

              	
                18,104,932.22

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-1-A

              	 	
                $

              	
                8,786,546.32

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-1-B

              	 	
                $

              	
                8,786,546.32

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-2-A

              	 	
                $

              	
                8,528,364.26

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-2-B

              	 	
                $

              	
                8,528,364.26

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-3-A

              	 	
                $

              	
                8,277,627.81

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-3-B

              	 	
                $

              	
                8,277,627.81

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-4-A

              	 	
                $

              	
                8,034,422.63

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-4-B

              	 	
                $

              	
                8,034,422.63

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-5-A

              	 	
                $

              	
                7,798,533.10

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-5-B

              	 	
                $

              	
                7,798,533.10

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-6-A

              	 	
                $

              	
                7,569,369.59

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-6-B

              	 	
                $

              	
                7,569,369.59

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-7-A

              	 	
                $

              	
                7,346,963.83

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-7-B

              	 	
                $

              	
                7,346,963.83

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-8-A

              	 	
                $

              	
                7,131,051.44

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-8-B

              	 	
                $

              	
                7,131,051.44

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-9-A

              	 	
                $

              	
                6,921,039.12

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-9-B

              	 	
                $

              	
                6,921,039.12

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-10-A

              	 	
                $

              	
                6,717,689.40

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-10-B

              	 	
                $

              	
                6,717,689.40

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-11-A

              	 	
                $

              	
                6,520,270.15

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-11-B

              	 	
                $

              	
                6,520,270.15

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-12-A

              	 	
                $

              	
                6,328,689.47

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-12-B

              	 	
                $

              	
                6,328,689.47

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-13-A

              	 	
                $

              	
                6,142,734.35

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-13-B

              	 	
                $

              	
                6,142,734.35

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-14-A

              	 	
                $

              	
                5,962,239.64

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-14-B

              	 	
                $

              	
                5,962,239.64

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-15-A

              	 	
                $

              	
                5,787,045.13

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-15-B

              	 	
                $

              	
                5,787,045.13

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-16-A

              	 	
                $

              	
                5,617,069.34

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-16-B

              	 	
                $

              	
                5,617,069.34

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-17-A

              	 	
                $

              	
                5,451,624.53

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-17-B

              	 	
                $

              	
                5,451,624.53

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-18-A

              	 	
                $

              	
                5,291,433.66

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-18-B

              	 	
                $

              	
                5,291,433.66

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-19-A

              	 	
                $

              	
                5,135,941.46

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-19-B

              	 	
                $

              	
                5,135,941.46

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-20-A

              	 	
                $

              	
                4,984,818.34

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-20-B

              	 	
                $

              	
                4,984,818.34

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-21-A

              	 	
                $

              	
                4,838,260.12

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-21-B

              	 	
                $

              	
                4,838,260.12

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-22-A

              	 	
                $

              	
                4,696,089.02

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-22-B

              	 	
                $

              	
                4,696,089.02

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-23-A

              	 	
                $

              	
                4,558,092.82

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-23-B

              	 	
                $

              	
                4,558,092.82

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-24-A

              	 	
                $

              	
                4,424,148.98

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-24-B

              	 	
                $

              	
                4,424,148.98

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-25-A

              	 	
                $

              	
                4,294,138.58

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-25-B

              	 	
                $

              	
                4,294,138.58

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-26-A

              	 	
                $

              	
                4,167,946.15

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-26-B

              	 	
                $

              	
                4,167,946.15

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-27-A

              	 	
                $

              	
                4,045,459.65

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-27-B

              	 	
                $

              	
                4,045,459.65

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-28-A

              	 	
                $

              	
                3,926,630.97

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-28-B

              	 	
                $

              	
                3,926,630.97

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-29-A

              	 	
                $

              	
                3,811,229.97

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-29-B

              	 	
                $

              	
                3,811,229.97

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-30-A

              	 	
                $

              	
                3,699,316.76

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-30-B

              	 	
                $

              	
                3,699,316.76

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-31-A

              	 	
                $

              	
                3,590,285.97

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-31-B

              	 	
                $

              	
                3,590,285.97

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-32-A

              	 	
                $

              	
                3,484,697.43

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-32-B

              	 	
                $

              	
                3,484,697.43

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-33-A

              	 	
                $

              	
                3,382,275.28

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-33-B

              	 	
                $

              	
                3,382,275.28

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-34-A

              	 	
                $

              	
                3,286,443.43

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-34-B

              	 	
                $

              	
                3,286,443.43

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-35-A

              	 	
                $

              	
                3,191,075.29

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-35-B

              	 	
                $

              	
                3,191,075.29

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-36-A

              	 	
                $

              	
                3,097,174.42

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-36-B

              	 	
                $

              	
                3,097,174.42

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-37-A

              	 	
                $

              	
                3,006,034.00

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-37-B

              	 	
                $

              	
                3,006,034.00

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-38-A

              	 	
                $

              	
                2,917,572.96

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-38-B

              	 	
                $

              	
                2,917,572.96

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-39-A

              	 	
                $

              	
                2,831,712.56

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-39-B

              	 	
                $

              	
                2,831,712.56

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-40-A

              	 	
                $

              	
                2,748,376.44

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-40-B

              	 	
                $

              	
                2,748,376.44

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-41-A

              	 	
                $

              	
                2,667,490.42

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-41-B

              	 	
                $

              	
                2,667,490.42

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-42-A

              	 	
                $

              	
                2,588,982.52

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-42-B

              	 	
                $

              	
                2,588,982.52

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-43-A

              	 	
                $

              	
                2,512,782.91

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-43-B

              	 	
                $

              	
                2,512,782.91

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-44-A

              	 	
                $

              	
                2,438,823.74

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-44-B

              	 	
                $

              	
                2,438,823.74

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-45-A

              	 	
                $

              	
                2,367,039.21

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-45-B

              	 	
                $

              	
                2,367,039.21

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-46-A

              	 	
                $

              	
                2,297,365.41

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-46-B

              	 	
                $

              	
                2,297,365.41

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-47-A

              	 	
                $

              	
                2,229,740.35

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-47-B

              	 	
                $

              	
                2,229,740.35

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-48-A

              	 	
                $

              	
                2,164,103.83

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-48-B

              	 	
                $

              	
                2,164,103.83

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-49-A

              	 	
                $

              	
                2,100,397.41

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-49-B

              	 	
                $

              	
                2,100,397.41

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-50-A

              	 	
                $

              	
                2,038,799.99

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-50-B

              	 	
                $

              	
                2,038,799.99

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-51-A

              	 	
                $

              	
                1,978,772.89

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-51-B

              	 	
                $

              	
                1,978,772.89

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-52-A

              	 	
                $

              	
                1,921,184.27

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-52-B

              	 	
                $

              	
                1,921,184.27

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-53-A

              	 	
                $

              	
                1,864,624.91

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-53-B

              	 	
                $

              	
                1,864,624.91

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-54-A

              	 	
                $

              	
                1,810,557.70

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-54-B

              	 	
                $

              	
                1,810,557.70

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-55-A

              	 	
                $

              	
                1,757,171.98

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-55-B

              	 	
                $

              	
                1,757,171.98

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-56-A

              	 	
                $

              	
                1,705,998.69

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-56-B

              	 	
                $

              	
                1,705,998.69

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-57-A

              	 	
                $

              	
                1,656,414.29

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-57-B

              	 	
                $

              	
                1,656,414.29

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-58-A

              	 	
                $

              	
                1,608,592.85

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-58-B

              	 	
                $

              	
                1,608,592.85

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-59-A

              	 	
                $

              	
                1,561,684.52

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-59-B

              	 	
                $

              	
                1,561,684.52

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-60-A

              	 	
                $

              	
                1,515,597.47

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-60-B

              	 	
                $

              	
                1,515,597.47

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-61-A

              	 	
                $

              	
                1,470,868.33

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-61-B

              	 	
                $

              	
                1,470,868.33

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-62-A

              	 	
                $

              	
                1,427,457.12

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-62-B

              	 	
                $

              	
                1,427,457.12

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-63-A

              	 	
                $

              	
                1,385,325.07

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-63-B

              	 	
                $

              	
                1,385,325.07

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-64-A

              	 	
                $

              	
                1,344,434.53

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-64-B

              	 	
                $

              	
                1,344,434.53

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-65-A

              	 	
                $

              	
                1,304,748.97

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-65-B

              	 	
                $

              	
                1,304,748.97

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-66-A

              	 	
                $

              	
                1,266,232.92

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-66-B

              	 	
                $

              	
                1,266,232.92

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-67-A

              	 	
                $

              	
                1,228,851.96

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-67-B

              	 	
                $

              	
                1,228,851.96

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-68-A

              	 	
                $

              	
                1,192,572.70

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-68-B

              	 	
                $

              	
                1,192,572.70

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-69-A

              	 	
                $

              	
                39,112,428.18

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-69-B

              	 	
                $

              	
                39,112,428.18

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-P1

              	 	
                $

              	
                100.00

              	 	
                Variable(2)

              	 	
                February
                  25, 2036

              	 
	
                I-P2

              	 	
                $

              	
                100.00

              	 	
                Variable(2)

              	 	
                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
                Mortgage 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 will 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 will be designated as “REMIC II.”
Component R-2 of the Class I-R Certificates will evidence the sole class of
      “residual interests” in REMIC II for purposes of the REMIC Provisions. The
      following table irrevocably sets forth the designation, the Uncertificated
      REMIC
      II Pass-Through Rate, the initial aggregate 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.

     

    


     

    
      	
              Designation

            	
              Initial

              Uncertificated
                Principal Balance

            	
              Uncertificated
                REMIC II

              Pass-Through
                Rate

            	
              Latest
                Possible

              Maturity
                Date (1)

            
	
              AA

            	
              $603,487,813.13

            	
              Variable(2)

            	
              February
                25, 2036

            
	
              I-A-1

            	
              $3,057,710.00

            	
              Variable(2)

            	
              February
                25, 2036

            
	
              I-A-2

            	
              $745,330.00

            	
              Variable(2)

            	
              February
                25, 2036

            
	
              I-A-3

            	
              $1,331,840.00

            	
              Variable(2)

            	
              February
                25, 2036

            
	
              I-A-4

            	
              $570,540.00

            	
              Variable(2)

            	
              February
                25, 2036

            
	
              M-1

            	
              $83,130.00

            	
              Variable(2)

            	
              February
                25, 2036

            
	
              M-2

            	
              $80,050.00

            	
              Variable(2)

            	
              February
                25, 2036

            
	
              M-3

            	
              $46,190.00

            	
              Variable(2)

            	
              February
                25, 2036

            
	
              M-4

            	
              $40,030.00

            	
              Variable(2)

            	
              February
                25, 2036

            
	
              M-5

            	
              $30,790.00

            	
              Variable(2)

            	
              February
                25, 2036

            
	
              M-6

            	
              $30,790.00

            	
              Variable(2)

            	
              February
                25, 2036

            
	
              M-7

            	
              $30,790.00

            	
              Variable(2)

            	
              February
                25, 2036

            
	
              M-8

            	
              $67,740.00

            	
              Variable(2)

            	
              February
                25, 2036

            
	
              ZZ

            	
              $6,201,147.82

            	
              Variable(2)

            	
              February
                25, 2036

            
	
              IO

            	
              N/A(3)

            	
              Variable(2)

            	
              February
                25, 2036

            
	
              I-P1

            	
              $100.00

            	
              Variable(2)

            	
              February
                25, 2036

            
	
              I-P2

            	
              $100.00

            	
              Variable(2)

            	
              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 Mortgage
      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) REMIC
      II
      Regular Interest IO will not have an Uncertificated Principal Balance, but
      will
      accrue interest on its Notional Amount.

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    REMIC
      III

     

    As
      provided herein, the Trustee will make an election 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 will be designated
      as
“REMIC III”. Component R-3 of the Class I-R Certificates 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 Initial Pass-Through Rate and initial aggregate
      Certificate Principal Balance for each Class of Group I Certificates which,
      together with Component R-3, constitute the entire beneficial interests in
      REMIC
      III. Determined for purposes of satisfying Treasury regulation
      Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each
      Class of Group I Certificates shall be the Distribution Date in the month
      following the maturity date for the Group I Mortgage Loan with the latest
      maturity date:

     

    


    
      	
              Class
                Designation

            	 	
              Initial
                aggregate Certificate

              Principal
                Balance or

              Notional
                Amount

            	 	
              Pass-Through
                Rate

            	
              Latest
                Possible

              Maturity
                Date(1)

            	 
	
              I-A-1

            	 	
              $

            	
              305,771,000.00

            	 	
              (2)

            	
              February
                25, 2036

            	 
	
              I-A-2

            	 	
              $

            	
              74,533,000.00

            	 	
              (2)

            	
              February
                25, 2036

            	 
	
              I-A-3

            	 	
              $

            	
              133,184,000.00

            	 	
              (2)

            	
              February
                25, 2036

            	 
	
              I-A-4

            	 	
              $

            	
              57,054,000.00

            	 	
              (2)

            	
              February
                25, 2036

            	 
	
              I-M-1

            	 	
              $

            	
              8,313,000.00

            	 	
              (2)

            	
              February
                25, 2036

            	 
	
              I-M-2

            	 	
              $

            	
              8,005,000.00

            	 	
              (2)

            	
              February
                25, 2036

            	 
	
              I-M-3

            	 	
              $

            	
              4,619,000.00

            	 	
              (2)

            	
              February
                25, 2036

            	 
	
              I-M-4

            	 	
              $

            	
              4,003,000.00

            	 	
              (2)

            	
              February
                25, 2036

            	 
	
              I-M-5

            	 	
              $

            	
              3,079,000.00

            	 	
              (2)

            	
              February
                25, 2036

            	 
	
              I-M-6

            	 	
              $

            	
              3,079,000.00

            	 	
              (2)

            	
              February
                25, 2036

            	 
	
              I-M-7

            	 	
              $

            	
              3,079,000.00

            	 	
              (2)

            	
              February
                25, 2036

            	 
	
              I-M-8

            	 	
              $

            	
              6,774,000.00

            	 	
              (2)

            	
              February
                25, 2036

            	 
	
              Class
                IO Interest

            	 	 	
              (5)

            	 	
              (5)

            	
              February
                25, 2036

            	 
	
              I-R

            	 	
              $

            	
              100.00

            	 	
              (3)

            	
              February
                25, 2036

            	 
	
              I-CE

            	 	
              $

            	
              4,310,890.95

            	 	
              (4)

            	
              February
                25, 2036

            	 
	
              I-P1

            	 	
              $

            	
              100.00

            	 	
              N/A

            	
              February
                25, 2036

            	 
	
              I-P2

            	 	
              $

            	
              100.00

            	 	
              N/A

            	
              February
                25, 2036

            	 


    

    ___________________

    
      	
              (1)

            	
              The
                Distribution Date in the month after the maturity date for the latest
                maturing Loan. 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 Group I Mortgage loan with the latest maturity
                date
                has been designated as the “latest possible maturity date” for each Class
                of Group I Certificates.

            


    

     

    
      	
              (2)

            	
              Calculated
                in accordance with the definition of “Pass-Through Rate” herein. The
                Pass-Through Rate for the Class I-A-1, I-A-2, I-A-3, I-A-4, I-M-1,
                I-M-2,
                I-M-3, I-M-4, I-M-5, I-M-6, I-M-7 and I-M-8 Certificates for the
                first
                Interest Accrual Period is 4.6100%, 4.7600%, 4.8600%, 4.8400%, 5.0100%,
                5.0300%, 5.0900%, 5.2800%, 5.3300%, 5.4300%, 6.5300%, 7.5300%,
                respectively.

            


    

     

    
      	
              (3)

            	
              The
                Class I-R Certificates will accrue interest at a per annum rate equal
                to
                the weighted average of the net mortgage rates of the Group I Loans.
                The
                Pass-Through Rate for the first Interest Accrual Period is 6.1791%.
                

            


    

     

    
      	
              (4)

            	
              The
                Class I-CE Certificates will accrue interest at their variable
                Pass-Through Rate on the Notional Amount of the Class I-CE Certificates
                outstanding from time to time which shall equal the Uncertificated
                Principal Balances of the REMIC II Regular Interests. The Class I-CE
                Certificates will not accrue interest on their Certificate Principal
                Balance.

            


    

     

    
      	
              (5)

            	
              The
                Class IO Interest will not have a Certificate Principal Balance but
                will
                be entitled to 100% of the interest amounts distributable on REMIC
                II
                Regular Interest IO.

            



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    REMIC
      A

     

    As
      provided herein, the Trustee will make an election to treat the segregated
      pool
      of assets consisting of the REMIC A Regular Interests as a REMIC for federal
      income tax purposes and such segregated pool of assets will be designated as
      “REMIC A”. The REMIC A Regular Interests will be the “regular interests” in
      REMIC A and Component R-A of the Class A-R Certificates will represent the
      sole
      Class of “residual interests” in REMIC A for purposes of the REMIC Provisions
      (as defined herein) under the federal income tax law. The following table
      irrevocably sets forth the designation, the Uncertificated REMIC A 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 A Regular Interests. None of the
      REMIC A Regular Interests will be certificated.

     

    
      
        	
                Designation

              	 	
                Initial

                Uncertificated

                Principal
                  Balance

              	 	
                Uncertificated

                REMIC
                  A

                Pass-Through
                  Rate

              	
                Latest
                  Possible

                Maturity
                  Date(1)

              	 
	
                LT-2SUB

              	 	
                $

              	
                4,030.29

              	 	
                (2)

              	
                February
                  25, 2036

              	 
	
                LT-2GRP

              	 	
                $

              	
                70,094.29

              	 	
                (2)

              	
                February
                  25, 2036

              	 
	
                LT-3SUB

              	 	
                $

              	
                11,387.04

              	 	
                (2)

              	
                February
                  25, 2036

              	 
	
                LT-3GRP

              	 	
                $

              	
                198,042.04

              	 	
                (2)

              	
                February
                  25, 2036

              	 
	
                LT-4SUB

              	 	
                $

              	
                5,693.52

              	 	
                (2)

              	
                February
                  25, 2036

              	 
	
                LT-4GRP

              	 	
                $

              	
                99,015.52

              	 	
                (2)

              	
                February
                  25, 2036

              	 
	
                LT-5SUB

              	 	
                $

              	
                2,210.60

              	 	
                (2)

              	
                February
                  25, 2036

              	 
	
                LT-5GRP

              	 	
                $

              	
                38,448.60

              	 	
                (2)

              	
                February
                  25, 2036

              	 
	
                LT-ZZZ

              	 	
                $

              	
                405,171,428.14

              	 	
                (2)

              	
                February
                  25, 2036

              	 
	
                LT-A-R

              	 	
                $

              	
                100.00

              	 	
                (2)

              	
                February
                  25, 2036

              	 
	
                LT-II/V-P1

              	 	
                $

              	
                100.00

              	 	
                0.00%

              	
                February
                  25, 2036

              	 
	
                LT-II/V-P2

              	 	
                $

              	
                100.00

              	 	
                0.00%

              	
                February
                  25, 2036

              	 


      

    

    ________________

    
      	
              (1)

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

            


    

     

    
      	
              (2)

            	
              Calculated
                in accordance with the definition of “Uncertificated REMIC A Pass-Through
                Rate” herein.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    REMIC
      B

     

    As
      provided herein, the Trustee will make an election to treat the segregated
      pool
      of assets consisting of the REMIC A Regular Interests as a REMIC for federal
      income tax purposes, and such segregated pool of assets will be designated
      as
“REMIC B”. Component R-B of the Class A-R Certificates shall represent the sole
      Class of “residual interests” in REMIC B for purposes of the REMIC Provisions
      under federal income tax law. The following table irrevocably sets forth the
      designations, the Initial Pass-Through Rate and initial aggregate Certificate
      Principal Balance for each Class of Group II-V Certificates which, together
      with
      Component R-B, constitute the entire beneficial interests in REMIC B. Determined
      for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii),
      the “latest possible maturity date” for each Class of Group II-V Certificates
      shall be the Distribution Date in the month following the maturity date for
      the
      Group II-V Mortgage Loan with the latest maturity date:

     

    
      	
              Class
                Designation

            	 	
              Initial
                aggregate Certificate

              Principal
                Balance or

              Notional
                Amount

            	 	
              Pass-Through
                Rate

            	
              Latest
                Possible

              Maturity
                Date(1)

            	 
	
              II-A-1

            	 	
              $

            	
              59,458,000.00

            	 	
              (2)

            	
              February
                25, 2036

            	 
	
              II-A-2

            	 	
              $

            	
              6,606,000.00

            	 	
              (2)

            	
              February
                25, 2036

            	 
	
              III-A-1

            	 	
              $

            	
              167,990,000.00

            	 	
              (2)

            	
              February
                25, 2036

            	 
	
              III-A-2

            	 	
              $

            	
              18,665,000.00

            	 	
              (2)

            	
              February
                25, 2036

            	 
	
              IV-A-1

            	 	
              $

            	
              83,990,000.00

            	 	
              (2)

            	
              February
                25, 2036

            	 
	
              IV-A-2

            	 	
              $

            	
              9,332,000.00

            	 	
              (2)

            	
              February
                25, 2036

            	 
	
              V-A-1

            	 	
              $

            	
              32,614,000.00

            	 	
              (2)

            	
              February
                25, 2036

            	 
	
              V-A-2

            	 	
              $

            	
              3,624,000.00

            	 	
              (2)

            	
              February
                25, 2036

            	 
	
              A-R

            	 	
              $

            	
              100.00

            	 	
              (2)

            	
              February
                25, 2036

            	 
	
              M

            	 	
              $

            	
              10,342,000.00

            	 	
              (3)

            	
              February
                25, 2036

            	 
	
              B-1

            	 	
              $

            	
              4,462,000.00

            	 	
              (3)

            	
              February
                25, 2036

            	 
	
              B-2

            	 	
              $

            	
              2,839,000.00

            	 	
              (3)

            	
              February
                25, 2036

            	 
	
              B-3

            	 	
              $

            	
              2,434,000.00

            	 	
              (3)

            	
              February
                25, 2036

            	 
	
              B-4

            	 	
              $

            	
              1,825,000.00

            	 	
              (3)

            	
              February
                25, 2036

            	 
	
              B-5

            	 	
              $

            	
              1,419,350.04

            	 	
              (3)

            	
              February
                25, 2036

            	 
	
              II/V-P1

            	 	
              $

            	
              100.00

            	 	
              N/A

            	
              February
                25, 2036

            	 
	
              II/V-P2

            	 	
              $

            	
              100.00

            	 	
              N/A

            	
              February
                25, 2036

            	 


    

    ___________________

    
      	
              (1)

            	
              The
                Distribution Date in the month after the maturity date for the latest
                maturing Group II-V Mortgage Loan. 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)

            	
              Calculated
                in accordance with the definition of “Pass-Through Rate” herein. The
                Pass-Through Rate on these Classes of Certificates are variable and
                are
                equal to the weighted average of the net mortgage rate of the Loans
                in the
                related Loan Group or Loan Groups.

            


    

     

    
      	
              (3)

            	
              Calculated
                in accordance with the definition of “Pass-Through Rate” herein. The
                subordinate pass-through rate for the first Interest Accrual Period
                is
                5.5263%.

            


    

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    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, 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 and any Protected Account as the context may
      require.

     

    Additional
      Disclosure Notification:
      Has the
      meaning set forth in Section 3.28(a)(ii) of this Agreement.

     

    Additional
      Form 10-D Disclosure:
      Has the
      meaning set forth in Section 3.28(a) of this Agreement.

     

    Additional
      Form 10-K Disclosure:
      Has the
      meaning set forth in Section 3.28(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.

     

    Adjustable
      Rate Certificates:
      The
      Class I-A-1, Class I-A-2, Class I-A-3, Class I-A-4, Class I-M-1, Class I-M-2,
      Class I-M-3, Class I-M-4, Class I-M-5, Class I-M-6, Class I-M-7 and Class I-M-8
      Certificates.

     

    Adjustment
      Date:
      With
      respect to each Loan, the first day of the month in which the Mortgage Rate
      of
      such Loan changes pursuant to the related Mortgage Note. The first Adjustment
      Date following the Cut-off Date as to each Loan is set forth in the Loan
      Schedule.

     

    Administration
      Fee Rate:
      With
      respect to each Group I Loan, an amount equal to the sum of (i) the related
      Servicing Fee Rate and (ii) any premium payable in connection with any lender
      paid mortgage insurance as specified on 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) an advance made by the Master
      Servicer pursuant to Section 4.7.

     

    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.

     

    Aggregate
      Senior Percentage:
      With
      respect to any Distribution Date, the percentage equivalent of a fraction,
      the
      numerator of which is the aggregate Certificate Principal Balance of the Group
      II-V Senior Certificates immediately prior to that Distribution Date, and the
      denominator of which is the sum of the Scheduled Principal Balances of the
      Group
      II-V Loans as of the first day of the related Due Period.

     

    Aggregate
      Subordinate Amount:
      With
      respect to any date of determination, an amount equal the excess of the
      aggregate Scheduled Principal Balances of the Group II-V Loans over the
      aggregate Certificate Principal Balance of the Group II-V Senior Certificates
      then outstanding.

     

    Aggregate
      Subordinate Percentage:
      With
      respect to any Distribution Date, 100% minus the Aggregate Senior Percentage
      for
      that Distribution Date.

     

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

     

    Allocated
      Realized Loss Amount:
      The
      Allocated Realized Loss Amount with respect to any Class of Group I Senior
      Certificates and any Class of Mezzanine Certificates and any Distribution Date
      is an amount equal to the sum of any Realized Loss allocated to that Class
      of
      Certificates on the Distribution Date and any Allocated Realized Loss Amount
      for
      that Class remaining unpaid from the previous Distribution Date.

     

    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.

     

    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 Sponsor, the Depositor and National City, pursuant
      to which the National City Servicing Agreement was assigned to the Depositor,
      (ii) the Assignment, Assumption and Recognition Agreement, dated as of January
      31, 2006, among the Sponsor, the Depositor and Countrywide, pursuant to which
      the Countrywide Servicing Agreement was assigned to the Depositor, (iii) the
      Assignment, Assumption and Recognition Agreement, dated as of January 31, 2006,
      among the Sponsor, 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 Sponsor, 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 Sponsor, the Depositor and GMAC, pursuant to which the GMAC 2005
      Servicing Agreement was assigned to the Depositor, (vi) the Assignment,
      Assumption and Recognition Agreement, dated as of January 31, 2006, among the
      Sponsor, the Depositor and RFC, pursuant to which the RFC Servicing Agreement
      was assigned to the Depositor,
      (vii)
      the Assignment, Assumption and Recognition Agreement, dated as of January 31,
      2006, among the Sponsor, the Depositor and IndyMac, pursuant to which the
      IndyMac Servicing Agreement was assigned to the Depositor, (viii) the
      Assignment, Assumption and Recognition Agreement, dated as of January 31, 2006,
      among the Sponsor, the Depositor and Franklin Bank, pursuant to which the
      Franklin Bank Servicing Agreement was assigned to the Depositor and (ix) the
      Assignment, Assumption and Recognition Agreement, dated as of January 31, 2006,
      among the Sponsor, the Depositor and Wells Fargo, as a Servicer, pursuant to
      which the Wells Fargo Servicing Agreement was assigned to the
      Depositor.

     

    Authorized
      Denomination:
      With
      respect to the Certificates (other than the Class P Certificates and the
      Residual Certificates), a minimum initial Certificate Principal Balance or
      Notional Amount of $25,000 each and integral multiples of $1.00 in excess
      thereof as set forth on the face thereof. With respect to the Class P
      Certificates, a minimum initial Certificate Principal Balance of $20 and
      integral multiples in excess thereof as set forth on the face thereof. With
      respect to the Class R Certificates, one Certificate with a Percentage Interest
      equal to 100% as set forth on the face thereof.

     

    Available
      Distribution Amount:
      Any of
      the Group I Available Distribution Amount, Group II Available Distribution
      Amount, Group III Available Distribution Amount, Group IV Available Distribution
      Amount and Group V Available Distribution Amount, as applicable.

     

    Bankruptcy
      Coverage:
      As of
      the Cut-Off Date, $150,000. Bankruptcy Coverage will be reduced, from time
      to
      time, by the amount of Bankruptcy Losses allocated to the
      Certificates.

     

    Bankruptcy
      Loss:
      Any
      Debt Service Reduction or Deficient Valuation. 

     

    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
      Senior Certificates (other than the Class A-R Certificates), Mezzanine
      Certificates, Class B-1 and Class B-2 Certificates.

     

    Business
      Day:
      Any day
      other than a Saturday, a Sunday, or a day on which banking institutions in
      Maryland, Minnesota or New York or the city in which the Corporate Trust Office
      of the Trustee is located, are authorized or obligated by law or executive
      order
      to be closed.

     

    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
      Owner:
      With
      respect to a Book-Entry Certificate or Global 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.

     

    Certificate
      Principal Balance:
      The
      Certificate Principal Balance with respect to any Senior Certificate and any
      Subordinate 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 in the
      related Loan Group and the other assets in the Trust Fund. The Certificate
      Principal Balance of a Senior Certificate and any Subordinate 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 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;
      provided that, the Certificate Principal Balance of any Class of Group I Senior
      Certificates and Mezzanine Certificates with the highest payment priority to
      which Realized Losses on the Group I Loans have been allocated shall be
      increased by the amount of any Subsequent Recoveries on the Group I Loans
      received by the related Servicer or the Master Servicer, but not by more than
      the amount of Realized Losses previously allocated to reduce the Certificate
      Principal Balance of that certificate and not previously reimbursed to such
      certificate as an Allocated Realized Loss Amount; provided, further that, the
      Certificate Principal Balance of any Group II-V Senior Certificates or
      Subordinate Certificates with the highest payment priority to which Realized
      Losses on the Group II-V Loans have been allocated shall be increased by the
      amount of any Subsequent Recoveries on the Group II-V Loans received by the
      related Servicer or the Master Servicer, but not by more than the amount of
      Realized Losses previously allocated to reduce the Certificate Principal Balance
      of that Certificate and not previously reimbursed to such Certificate as
      provided in this Agreement. The Certificate Principal Balance of the Class
      I-CE
      Certificate as of any date of determination is equal to the excess, if any,
      of
      (i) the then aggregate principal balance of the Group I Loans over (ii) the
      then
      aggregate Certificate Principal Balance of the Group I Senior Certificates
      and
      the Mezzanine Certificates. The initial Certificate Principal Balance of each
      of
      the Class I-P1 Certificates and the Class I-P2 Certificates is equal to $100.
      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 Certificates (such as the Group I Senior Certificates and
      Subordinate 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 5.2.

     

    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 Sponsor 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.

     

    Class:
      All
      Certificates having the same priority and rights to payments from the related
      Available Distribution Amount, designated as a separate Class, 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
      I-M-1 Principal Distribution Amount:
      With
      respect to any Distribution Date (i) prior to the Group I Stepdown Date or
      on or
      after the Group I Stepdown Date if a Group I Trigger Event is in effect for
      that
      Distribution Date, the remaining Group I Principal Distribution Amount for
      that
      Distribution Date after distributions to the Supplemental Interest Trust
      pursuant to Section 4.1(b)(i), distribution of the Group I Senior Principal
      Distribution Amount or (ii) on or after the Group I Stepdown Date if a Group
      I
      Trigger Event is not in effect for that Distribution Date, is an amount equal
      to
      the excess of (x) the sum of (i) the aggregate Certificate Principal Balance
      of
      the Group I Senior Certificates after taking into account the payment of the
      Group I Senior Principal Distribution Amount on the Distribution Date and (ii)
      the Certificate Principal Balance of the Class I-M-1 Certificates immediately
      prior to the Distribution Date over (y) the lesser of (A) the product of (i)
      88.00% and (ii) the aggregate principal balance of the Group I 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 principal balance of the
      Group I 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 Group I Loans as of the Cut-Off
      Date.

     

    Class
      I-M-2 Principal Distribution Amount:
      With
      respect to any Distribution Date (i) prior to the Group I Stepdown Date or
      on or
      after the Group I Stepdown Date if a Group I Trigger Event is in effect for
      that
      Distribution Date, the remaining Group I Principal Distribution Amount for
      that
      Distribution Date after distributions to the Supplemental Interest Trust
      pursuant to Section 4.1(b)(i), distribution of the Group I Senior Principal
      Distribution Amount and the Class I-M-1 Principal Distribution Amount or (ii)
      on
      or after the Group I Stepdown Date if a Group I Trigger Event is not in effect
      for that Distribution Date, is an amount equal to the excess of (x) the sum
      of
      (i) the aggregate Certificate Principal Balance of the Group I Senior
      Certificates after taking into account the payment of the Group I Senior
      Principal Distribution Amount on the Distribution Date, (ii) the Certificate
      Principal Balance of the Class I-M-1 Certificates after taking into account
      the
      payment of the Class I-M-1 Principal Distribution Amount on the Distribution
      Date and (iii) the Certificate Principal Balance of the Class I-M-2 Certificates
      immediately prior to the Distribution Date over (y) the lesser of (A) the
      product of (i) 90.60% and (ii) the aggregate principal balance of the Group
      I
      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
      principal balance of the Group I 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 Group
      I
      Loans as of the Cut-Off Date.

     

    Class
      I-M-3 Principal Distribution Amount:
      With
      respect to any Distribution Date (i) prior to the Group I Stepdown Date or
      on or
      after the Group I Stepdown Date if a Group I Trigger Event is in effect for
      that
      Distribution Date, the remaining Group I Principal Distribution Amount for
      that
      Distribution Date after distributions to the Supplemental Interest Trust
      pursuant to Section 4.1(b)(i), distribution of the Group I Senior Principal
      Distribution Amount, the Class I-M-1 Principal Distribution Amount and the
      Class
      I-M-2 Principal Distribution Amount or (ii) on or after the Group I Stepdown
      Date if a Group I Trigger Event is not in effect for that Distribution Date,
      is
      an amount equal to the excess of (x) the sum of (i) the aggregate Certificate
      Principal Balance of the Group I Senior Certificates after taking into account
      the payment of the Group I Senior Principal Distribution Amount on the
      Distribution Date, (ii) the Certificate Principal Balance of the Class I-M-1
      Certificates after taking into account the payment of the Class I-M-1 Principal
      Distribution Amount on the Distribution Date, (iii) the Certificate Principal
      Balance of the Class I-M-2 Certificates after taking into account the payment
      of
      the Class I-M-2 Principal Distribution Amount on the Distribution Date and
      (iv)
      the Certificate Principal Balance of the Class I-M-3 Certificates immediately
      prior to the Distribution Date over (y) the lesser of (A) the product of (i)
      92.10% and (ii) the aggregate principal balance of the Group I 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 principal balance of the
      Group I 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 Group I Loans as of the Cut-Off
      Date.

     

    Class
      I-M-4 Principal Distribution Amount: With
      respect to any Distribution Date (i) prior to the Group I Stepdown Date or
      on or
      after the Group I Stepdown Date if a Group I Trigger Event is in effect for
      that
      Distribution Date, the remaining Group I Principal Distribution Amount for
      that
      Distribution Date after distributions to the Supplemental Interest Trust
      pursuant to Section 4.1(b)(i), distribution of the Group I Senior Principal
      Distribution Amount, the Class I-M-1 Principal Distribution Amount, the Class
      I-M-2 Principal Distribution Amount and the Class I-M-3 Principal Distribution
      Amount or (ii) on or after the Group I Stepdown Date if a Group I Trigger Event
      is not in effect for that Distribution Date, is an amount equal to the excess
      of
      (x) the sum of (i) the aggregate Certificate Principal Balance of the Group
      I
      Senior Certificates after taking into account the payment of the Group I Senior
      Principal Distribution Amount on the Distribution Date, (ii) the Certificate
      Principal Balance of the Class I-M-1 Certificates after taking into account
      the
      payment of the Class I-M-1 Principal Distribution Amount on the Distribution
      Date, (iii) the Certificate Principal Balance of the Class I-M-2 Certificates
      after taking into account the payment of the Class I-M-2 Principal Distribution
      Amount on the Distribution Date, (iv) the Certificate Principal Balance of
      the
      Class I-M-3 Certificates after taking into account the payment of the Class
      I-M-3 Principal Distribution Amount on the Distribution Date and (v) the
      Certificate Principal Balance of the Class I-M-4 Certificates immediately prior
      to the Distribution Date over (y) the lesser of (A) the product of (i) 93.40%
      and (ii) the aggregate principal balance of the Group I 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 principal balance of the
      Group I 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 Group I Loans as of the Cut-Off
      Date.

     

    Class
      I-M-5 Principal Distribution Amount: With
      respect to any Distribution Date (i) prior to the Group I Stepdown Date or
      on or
      after the Group I Stepdown Date if a Group I Trigger Event is in effect for
      that
      Distribution Date, the remaining Group I Principal Distribution Amount for
      that
      Distribution Date after distributions to the Supplemental Interest Trust
      pursuant to Section 4.1(b)(i), distribution of the Group I Senior Principal
      Distribution Amount, the Class I-M-1 Principal Distribution Amount, the Class
      I-M-2 Principal Distribution Amount, the Class I-M-3 Principal Distribution
      Amount and the Class I-M-4 Principal Distribution Amount or (ii) on or after
      the
      Group I Stepdown Date if a Group I Trigger Event is not in effect for that
      Distribution Date, is an amount equal to the excess of (x) the sum of (i) the
      aggregate Certificate Principal Balance of the Group I Senior Certificates
      after
      taking into account the payment of the Group I Senior Principal Distribution
      Amount on the Distribution Date, (ii) the Certificate Principal Balance of
      the
      Class I-M-1 Certificates after taking into account the payment of the Class
      I-M-1 Principal Distribution Amount on the Distribution Date, (iii) the
      Certificate Principal Balance of the Class I-M-2 Certificates after taking
      into
      account the payment of the Class I-M-2 Principal Distribution Amount on the
      Distribution Date, (iv) the Certificate Principal Balance of the Class I-M-3
      Certificates after taking into account the payment of the Class I-M-3 Principal
      Distribution Amount on the Distribution Date, (v) the Certificate Principal
      Balance of the Class I-M-4 Certificates after taking into account the payment
      of
      the Class I-M-4 Principal Distribution Amount on the Distribution Date and
      (vi)
      the Certificate Principal Balance of the Class I-M-5 Certificates immediately
      prior to the Distribution Date over (y) the lesser of (A) the product of (i)
      94.40% and (ii) the aggregate principal balance of the Group I 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 principal balance of the
      Group I 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 Group I Loans as of the Cut-Off
      Date.

     

    Class
      I-M-6 Principal Distribution Amount:
      With
      respect to any Distribution Date (i) prior to the Group I Stepdown Date or
      on or
      after the Group I Stepdown Date if a Group I Trigger Event is in effect for
      that
      Distribution Date, the remaining Group I Principal Distribution Amount for
      that
      Distribution Date after distributions to the Supplemental Interest Trust
      pursuant to Section 4.1(b)(i), distribution of the Group I Senior Principal
      Distribution Amount, the Class I-M-1 Principal Distribution Amount, the Class
      I-M-2 Principal Distribution Amount, the Class I-M-3 Principal Distribution
      Amount, the Class I-M-4 Principal Distribution Amount and the Class I-M-5
      Principal Distribution Amount or (ii) on or after the Group I Stepdown Date
      if a
      Group I Trigger Event is not in effect for that Distribution Date, is an amount
      equal to the excess of (x) the sum of (i) the aggregate Certificate Principal
      Balance of the Group I Senior Certificates after taking into account the payment
      of the Group I Senior Principal Distribution Amount on the Distribution Date,
      (ii) the Certificate Principal Balance of the Class I-M-1 Certificates after
      taking into account the payment of the Class I-M-1 Principal Distribution Amount
      on the Distribution Date, (iii) the Certificate Principal Balance of the Class
      I-M-2 Certificates after taking into account the payment of the Class I-M-2
      Principal Distribution Amount on the Distribution Date, (iv) the Certificate
      Principal Balance of the Class I-M-3 Certificates after taking into account
      the
      payment of the Class I-M-3 Principal Distribution Amount on the Distribution
      Date, (v) the Certificate Principal Balance of the Class I-M-4 Certificates
      after taking into account the payment of the Class I-M-4 Principal Distribution
      Amount on the Distribution Date, (vi) the Certificate Principal Balance of
      the
      Class I-M-5 Certificates after taking into account the payment of the Class
      I-M-5 Principal Distribution Amount on the Distribution Date and (vii) the
      Certificate Principal Balance of the Class I-M-6 Certificates immediately prior
      to the Distribution Date over (y) the lesser of (A) the product of (i) 95.40%
      and (ii) the aggregate principal balance of the Group I 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 principal balance of the
      Group I 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 Group I Loans as of the Cut-Off
      Date.

     

    Class
      I-M-7 Principal Distribution Amount: With
      respect to any Distribution Date (i) prior to the Group I Stepdown Date or
      on or
      after the Group I Stepdown Date if a Group I Trigger Event is in effect for
      that
      Distribution Date, the remaining Group I Principal Distribution Amount for
      that
      Distribution Date after distributions to the Supplemental Interest Trust
      pursuant to Section 4.1(b)(i), distribution of the Group I Senior Principal
      Distribution Amount, the Class I-M-1 Principal Distribution Amount, the Class
      I-M-2 Principal Distribution Amount, the Class I-M-3 Principal Distribution
      Amount, the Class I-M-4 Principal Distribution Amount, the Class I-M-5 Principal
      Distribution Amount and the Class I-M-6 Principal Distribution Amount or (ii)
      on
      or after the Group I Stepdown Date if a Group I Trigger Event is not in effect
      for that Distribution Date, is an amount equal to the excess of (x) the sum
      of
      (i) the aggregate Certificate Principal Balance of the Group I Senior
      Certificates after taking into account the payment of the Group I Senior
      Principal Distribution Amount on the Distribution Date, (ii) the Certificate
      Principal Balance of the Class I-M-1 Certificates after taking into account
      the
      payment of the Class I-M-1 Principal Distribution Amount on the Distribution
      Date, (iii) the Certificate Principal Balance of the Class I-M-2 Certificates
      after taking into account the payment of the Class I-M-2 Principal Distribution
      Amount on the Distribution Date, (iv) the Certificate Principal Balance of
      the
      Class I-M-3 Certificates after taking into account the payment of the Class
      I-M-3 Principal Distribution Amount on the Distribution Date, (v) the
      Certificate Principal Balance of the Class I-M-4 Certificates after taking
      into
      account the payment of the Class I-M-4 Principal Distribution Amount on the
      Distribution Date, (vi) the Certificate Principal Balance of the Class I-M-5
      Certificates after taking into account the payment of the Class I-M-5 Principal
      Distribution Amount on the Distribution Date, (vii) the Certificate Principal
      Balance of the Class I-M-6 Certificates after taking into account the payment
      of
      the Class I-M-6 Principal Distribution Amount on the Distribution Date and
      (viii) the Certificate Principal Balance of the Class I-M-7 Certificates
      immediately prior to the Distribution Date over (y) the lesser of (A) the
      product of (i) 96.40% and (ii) the aggregate principal balance of the Group
      I
      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
      principal balance of the Group I 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 Group
      I
      Loans as of the Cut-Off Date.

     

    Class
      I-M-8 Principal Distribution Amount:
      With
      respect to any Distribution Date (i) prior to the Group I Stepdown Date or
      on or
      after the Group I Stepdown Date if a Group I Trigger Event is in effect for
      that
      Distribution Date, the remaining Group I Principal Distribution Amount for
      that
      Distribution Date after distributions to the Supplemental Interest Trust
      pursuant to Section 4.1(b)(i), distribution of the Group I Senior Principal
      Distribution Amount, the Class I-M-1 Principal Distribution Amount, the Class
      I-M-2 Principal Distribution Amount, the Class I-M-3 Principal Distribution
      Amount, the Class I-M-4 Principal Distribution Amount, the Class I-M-5 Principal
      Distribution Amount, the Class I-M-6 Principal Distribution Amount and the
      Class
      I-M-7 Principal Distribution Amount or (ii) on or after the Group I Stepdown
      Date if a Group I Trigger Event is not in effect for that Distribution Date,
      is
      an amount equal to the excess of (x) the sum of (i) the aggregate Certificate
      Principal Balance of the Group I Senior Certificates after taking into account
      the payment of the Group I Senior Principal Distribution Amount on the
      Distribution Date, (ii) the Certificate Principal Balance of the Class I-M-1
      Certificates after taking into account the payment of the Class I-M-1 Principal
      Distribution Amount on the Distribution Date, (iii) the Certificate Principal
      Balance of the Class I-M-2 Certificates after taking into account the payment
      of
      the Class I-M-2 Principal Distribution Amount on the Distribution Date, (iv)
      the
      Certificate Principal Balance of the Class I-M-3 Certificates after taking
      into
      account the payment of the Class I-M-3 Principal Distribution Amount on the
      Distribution Date, (v) the Certificate Principal Balance of the Class I-M-4
      Certificates after taking into account the payment of the Class I-M-4 Principal
      Distribution Amount on the Distribution Date, (vi) the Certificate Principal
      Balance of the Class I-M-5 Certificates after taking into account the payment
      of
      the Class I-M-5 Principal Distribution Amount on the Distribution Date, (vii)
      the Certificate Principal Balance of the Class I-M-6 Certificates after taking
      into account the payment of the Class I-M-6 Principal Distribution Amount on
      the
      Distribution Date, (viii) the Certificate Principal Balance of the Class I-M-7
      Certificates after taking into account the payment of the Class I-M-7 Principal
      Distribution Amount on the Distribution Date and (ix) the Certificate Principal
      Balance of the Class I-M-8 Certificates immediately prior to the Distribution
      Date over (y) the lesser of (A) the product of (i) 98.60% and (ii) the aggregate
      principal balance of the Group I 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 principal balance of the Group I 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 Group I Loans as of the Cut-Off Date.

     

    Class
      A-R Certificates:
      represents beneficial ownership of Component R-A and Component R-B, each
      component a residual interest in REMIC A and REMIC B, respectively.

     

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

     

    Class
      I-R Certificates:
      represents beneficial ownership of Component R-1, Component R-2 and Component
      R-3, each component a residual interest in REMIC I, REMIC II and REMIC III,
      respectively.

     

    Class
      P Certificates:
      The
      Class I-P1, Class I-P2, Class II/V-P1 and Class II/V-P2
      Certificates.

     

    Class
      R Certificates:
      The I-R
      Certificates and the Class A-R Certificates.

     

    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.

     

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

     

    Clearstream:
      Clearstream, Luxembourg, socíeté anonyme (formerly known as Cedelbank), a
      corporation organized under the laws of the Duchy of Luxembourg.

     

    Closing
      Date:
      January
      31, 2006.

     

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

     

    Compensating
      Interest:
      For any
      Distribution Date and (i) each Servicer, the amount specified 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-A:
      The
      uncertificated residual interest in REMIC A.

     

    Component
      R-B:
      The
      uncertificated residual interest in REMIC B.

     

    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-AR1 and (B) for all other purposes,
      Wells
      Fargo Bank, National Association, 9062 Old Annapolis Road, Columbia, Maryland
      21045, Attention: DBALT 2006-AR1, 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 II Regular Interest listed below, the corresponding Class
      of Regular Certificates listed below:

     

    
      	
              REMIC
                II Regular Interest

            	
              Class

            
	
              REMIC
                II Regular Interest I-A-1

            	
              I-A-1

            
	
              REMIC
                II Regular Interest I-A-2

            	
              I-A-2

            
	
              REMIC
                II Regular Interest I-A-3

            	
              I-A-3

            
	
              REMIC
                II Regular Interest I-A-4

            	
              I-A-4

            
	
              REMIC
                II Regular Interest I-M-1

            	
              I-M-1

            
	
              REMIC
                II Regular Interest I-M-2

            	
              I-M-2

            
	
              REMIC
                II Regular Interest I-M-3

            	
              I-M-3

            
	
              REMIC
                II Regular Interest I-M-4

            	
              I-M-4

            
	
              REMIC
                II Regular Interest I-M-5

            	
              I-M-5

            
	
              REMIC
                II Regular Interest I-M-6

            	
              I-M-6

            
	
              REMIC
                II Regular Interest I-M-7

            	
              I-M-7

            
	
              REMIC
                II Regular Interest I-M-8

            	
              I-M-8

            
	
              REMIC
                II Regular Interest I-P1

            	
              I-P1

            
	
              REMIC
                II Regular Interest I-P2

            	
              I-P2

            


    

    


    Countrywide:
      Countywide Home Loans Servicing LP, or any successor thereto.

     

    Countrywide
      Servicing Agreement:
      Shall
      mean the Amended and Restated Master Mortgage Loan Purchase and Servicing
      Agreement, dated as of May 1, 2004, as amended and restated to and
      including August 1, 2005, between the Sponsor and Countrywide, as further
      amended by Amendment Reg AB to the Amended and Restated Master Mortgage Loan
      Purchase and Servicing Agreement dated as of January 31, 2006 (as modified
      pursuant to the related Assignment Agreement).

     

    Credit
      Support Depletion Date:
      The
      Distribution Date on which the Certificate Principal Balances of all of the
      Group II-V Subordinate Certificates have been reduced to zero (prior to giving
      effect to distributions of principal and allocations of Realized Losses on
      the
      Group II-V Loans on such Distribution Date).

     

    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 Net Mortgage Rate on such Loan.

     

    Custodial
      Agreement:
      Either
      of the DBNTC Custodial Agreement or the Wells Fargo Custodial Agreement, or
      any
      other custodial agreement entered into after the date hereof with respect to
      any
      Loan subject to this Agreement.

     

    Custodian:
      Wells
      Fargo, DBNTC, any successor to either, 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.

     

    DBNTC:
      Deutsche Bank National Trust Company, a national banking
      association.

     

    DBNTC
      Custodial Agreement:
      The
      Custodial Agreement dated as of January 1, 2006 among the Trustee, DBNTC and
      IndyMac, as may be amended or supplemented from time to time.

     

    Debt
      Service Reduction:
      Any
      reduction of the amount of the monthly payment on a Loan made by a bankruptcy
      court in connection with a personal bankruptcy of a Mortgagor.

     

    Deficient
      Valuation:
      In
      connection with a personal bankruptcy of a Mortgagor, the positive difference,
      if any, resulting from the outstanding principal balance of a Loan less a
      bankruptcy court’s valuation of the related Mortgaged Property.

     

    Definitive
      Certificates:
      As
      defined in Section 5.1.

     

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

     

    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
      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 15th
      day of
      the month or if such day is not a Business Day, the Business Day immediately
      following such fifteenth 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 Residual Certificate and of which
      a
      Disqualified Organization, directly or indirectly, may be a stockholder, partner
      or beneficiary.

     

    Distribution
      Account:
      The
      separate trust account or accounts (which may be a sub-account of a single
      account), created and maintained by the Securities Administrator pursuant to
      Section 3.23, for the benefit of the Group I Certificateholders and
      designated “Wells Fargo Bank, National Association, as Securities Administrator,
      in trust for registered holders of Deutsche Alt-A Securities, Inc. Mortgage
      Loan
      Trust, Series 2006-AR1, Group I Certificates.” The separate trust account or
      accounts (which may be a sub-account of the account referred to above) created
      and maintained by the Securities Administrator pursuant to Section 3.23, for
      the
      benefit of the Group II-V Certificateholders and designated “Wells Fargo Bank,
      National Association, as Securities Administrator, in trust for registered
      holders of Deutsche Alt-A Securities, Inc. Mortgage Loan Trust, Series 2006-AR1,
      Group II-V Certificates.” Funds in the Distribution Accounts shall be held in
      trust for the related Certificateholders for the uses and purposes set forth
      in
      this Agreement. Each Distribution Account must be an Eligible
      Account.

     

    Distribution
      Account Deposit Date:
      With
      respect to each 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
      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 Fitch, and “Aaa”
in the case of Moody’s (the initial rating of the Senior
      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 Senior 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.

     

    Euroclear:
      Euroclear Bank SA/NV, Brussels office, as operator of the Euroclear
      system.

     

    Excess
      Loss:
      A
      Special Hazard Loss incurred on a Group II-V Loan in excess of the related
      Special Hazard Coverage, a Fraud Loss incurred on a Group II-V Loan in excess
      of
      the related Fraud Coverage and a Bankruptcy Loss incurred on a Group II-V Loan
      in excess of the related Bankruptcy Coverage.

     

    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.

     

    Fitch:
      Fitch
      Ratings or any successor thereto.

     

    Form
      8-K Disclosure Information:
      Has the
      meaning set forth in Section 3.28(b) of this Agreement.

     

    Franklin
      Bank:
      Franklin Bank, SSB or any successor thereto. 

     

    Franklin
      Bank Servicing Agreement:
      Shall
      mean the Master
      Mortgage Loan Purchase and Servicing Agreement, dated as of December 1, 2005
      between
      the Sponsor and Franklin Bank (as modified pursuant to the related Assignment
      Agreement).

     

    Fraud
      Coverage: As
      of the
      Cut-Off Date, will be $12,168,013.50. As of any date of determination after
      the
      Cut-Off Date, the Fraud Coverage will generally be equal to:

     

    
      	 	
              (1)

            	
              from
                the first to and including the second anniversary of the Cut-Off
                Date, an
                amount equal to:

            


    

     

    (a) 2.00%
      of
      the Group II-V Loans as of the Cut-Off Date, minus

     

    (b) the
      aggregate amounts allocated to the Group II-V Certificates with respect to
      Fraud
      Losses on the Group II-V Loans up to such date of determination;

     

    
      	 	
              (2)

            	
              from
                the third to and including the fifth anniversary of the Cut-Off Date,
                an
                amount equal to:

            


    

     

    (a) 1.00%
      of
      the aggregate principal balance of the Group II-V Loans as of the Cut-Off Date,
      minus

     

    (b) the
      aggregate amounts allocated to the Group II-V Certificates with respect to
      Fraud
      Losses on the Group II-V Loans up to such date of determination.

     

    
      	 	
              (3)

            	
              after
                the fifth Anniversary, the Fraud Coverage will be
                zero.

            


    

     

    Fraud
      Loss:
      The
      occurrence of a loss on a Group II-V Loan, as reported by the related Servicer,
      arising from any action, event or state of facts with respect to such Loan
      which, because it involved or arose out of any dishonest, fraudulent, criminal,
      negligent or knowingly wrongful act, error or omission by the Mortgagor,
      originator (or assignee thereof) of such Group II-V Loan, or the related
      Servicer, would result in an exclusion from, denial of, or defense to coverage
      which otherwise would be provided by an insurance policy previously issued
      with
      respect to such Group II-V Loan. 

     

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

     

    Global
      Certificate:
      A
      Regulation S Temporary Global Certificate or a Regulation S Permanent Global
      Certificate.

     

    GMAC:
       GMAC
      Mortgage Corporation, a Delaware corporation, or any successor
      thereto.

     

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

     

    GMAC
      2005 Servicing Agreement:
      The
      Servicing Agreement, dated as of August 5, 2005 between the Sponsor and
      GMAC, as amended by Amendment Number One, dated as of December 29, 2005 (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 Sponsor and GreenPoint, as amended
      by Amendment Three, dated as of October 7, 2005 (as modified pursuant to
      the related Assignment Agreement).

     

    Gross
      Margin:
      With
      respect to each Loan, the fixed percentage set forth in the related Mortgage
      Note that is added to the Index on each Adjustment Date in accordance with
      the
      terms of the related Mortgage Note used to determine the Mortgage Rate for
      such
      Loan.

     

    Group
      I Available Distribution Amount:
      With
      respect to a Distribution Date, the sum of the following amounts that are
      related to the Group I Loans:

     

    
      	 	
              (1)

            	
              the
                total amount of all cash received by or on behalf of each Servicer
                with
                respect to the Group I Loans by the Determination Date for such
                Distribution Date and not previously distributed (including Liquidation
                Proceeds, Insurance Proceeds, condemnation proceeds and Subsequent
                Recoveries), except:

            


    

     

    (a) all
      scheduled payments of principal and interest collected on the Group I Loans
      but
      due on a date after the related Due Date;

     

    (b) all
      Curtailments received with respect to the Group I Loans after the related
      Prepayment Period, together with all interest paid by the Mortgagors in
      connection with such Curtailments;

     

    (c) all
      Payoffs received with respect to the Group I Loans after the related Prepayment
      Period, together with all interest paid by the Mortgagors in connection with
      such Payoffs;

     

    (d) Liquidation
      Proceeds, Insurance Proceeds, condemnation proceeds and Subsequent Recoveries
      received on the Group I Loans after the related Prepayment Period;

     

    (e) all
      amounts 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 related Custodian pursuant to the terms of
      this Agreement or the related Custodial Agreement;

     

    (f) reinvestment
      income on the balance of funds, if any, in the related Protected Accounts or
      the
      related Distribution Account;

     

    (g) any
      fees
      payable to the Master Servicer (including any Master Servicing Fees) and the
      Servicers with respect to the Group I Loans, and any premiums payable in
      connection with any lender paid primary mortgage insurance policies maintained
      on the Group I Loans; and

     

    (h) all
      Prepayment Charges received in connection with the Group I Loans;

     

    
      	 	
              (2)

            	
              all
                Advances made by a Servicer and/or the Master Servicer with respect
                to the
                Group I Loans for that Distribution
                Date;

            


    

     

    
      	 	
              (3)

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

            


    

     

    
      	 	
              (4)

            	
              the
                total amount of any cash deposited in the related Distribution Account
                in
                connection with the repurchase of any Group I Loan by the Depositor
                or the
                Sponsor; and

            


    

     

    
      	 	
              (5)

            	
              the
                total amount of any cash related to the Group I Loans deposited in
                the
                related Distribution Account in connection with an optional termination
                of
                the Trust Fund.

            


    

     

    Group
      I Certificateholders: The
      registered holders of the Group I Certificates.

     

    Group
      I Certificates:
      The
      Class I-A-1, Class I-A-2, Class I-A-3, Class I-A-4, Class I-M-1, Class I-M-2,
      Class I-M-3, Class I-M-4, Class I-M-5, Class I-M-6, Class I-M-7, Class I-M-8,
      Class I-CE, Class I-P1, Class I-P2 and Class I-R Certificates. 

     

    Group
      I Credit Enhancement Percentage:
      For any
      Distribution Date and any class of Group I Certificates will be the percentage
      obtained by dividing (x) the sum of (i) the aggregate Certificate Principal
      Balance of the class or classes of Group I Certificates (other than the Class
      I-CE, Class I-P1, Class I-P2 and Class I-R Certificates) subordinate thereto
      and
      (ii) the Overcollateralization Amount by (y) the aggregate principal balance
      of
      the Group I Loans, calculated after taking into account distributions of
      principal on the Group I Loans and distribution of the Group I Principal
      Distribution Amount to the holders of the Group I Certificates then entitled
      to
      distributions of principal on such Distribution Date.

     

    Group
      I Loans:
      Those
      Loans having original terms to maturity not greater than thirty (30) years
      and
      identified on the Loan Schedule as Group I Loans.

     

    Group
      I Net Swap Payment:
      With
      respect to each Distribution Date, the net payment required to be made pursuant
      to the terms of the Group I Swap Agreement by either the Group I Swap Provider
      or the Supplemental Interest Trust, which net payment shall not take into
      account any Group I Swap Termination Payment.

     

    Group
      I Principal Distribution Amount:
      For any
      Distribution Date is the sum of (i) the principal portion of all scheduled
      monthly payments on the Group I Loans due during the related Due Period, whether
      or not received on or prior to the related Determination Date; (ii) the
      principal portion of all proceeds received in respect of the repurchase of
      a
      Group I Loan (or, in the case of a substitution, certain amounts representing
      a
      principal adjustment as required by this Agreement) during the related
      Prepayment Period; (iii) the principal portion of all other unscheduled
      collections on the Group I Loans, including insurance proceeds, condemnation
      proceeds, Liquidation Proceeds, Subsequent Recoveries and all full and partial
      Principal Prepayments received during the related Prepayment Period, to the
      extent applied as recoveries of principal on the Group I Loans, (iv) the amount
      of any Overcollateralization Increase Amount for such Distribution Date
minus
      (v) the
      amount of any Overcollateralization Reduction Amount for such Distribution
      Date.


     

    Group
      I Principal Remittance Amount:
      For any
      Distribution Date and the Group I Loans will be the sum of the amounts described
      in clauses (i) through (iii) of the definition of Group I Principal
      Distribution Amount, net of any amounts payable or reimbursable to the related
      Servicers, the Trustee, the Custodians, the Master Servicer or the Securities
      Administrator (to the extent not paid or reimbursed from the Interest Remittance
      Amount for such Distribution Date).

     

    Group
      I Required Overcollateralization Amount:
      With
      respect to any Distribution Date (a) if such Distribution Date is prior to
      the
      Group I Stepdown Date, 0.70% of the aggregate Scheduled Principal Balance of
      the
      Group I Loans as of the Cut-Off Date, or (b) if such Distribution Date is on
      or
      after the Group I Stepdown Date, the greater of (i) 1.40% of the aggregate
      Scheduled Principal Balance of the Group I 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 Group I Loans incurred
      during the related Prepayment Period) and (ii) 0.50% of the aggregate Scheduled
      Principal Balance of the Group I Loans as of the Cut-Off Date. If a Group I
      Trigger Event is in effect on any Distribution Date, the Group I Required
      Overcollateralization Amount will be the same as the Group I Required
      Overcollateralization Amount for the previous Distribution Date.

     

    Group
      I Reserve Fund:
      A fund
      created pursuant to Section 3.25 which shall be an asset of the Trust Fund,
      but which shall not be an asset of any Trust REMIC.

     

    Group
      I Senior Certificates:
      The
      Class I-A-1, Class I-A-2, Class I-A-3, Class I-A-4 and Class I-R
      Certificates.

     

    Group
      I Senior Principal Distribution Amount: With
      respect to any Distribution Date (i) prior to the Group I Stepdown Date or
      on or
      after the Group I Stepdown Date if a Group I Trigger Event is in effect for
      that
      Distribution Date, the Group I Principal Distribution Amount remaining after
      distributions to the Supplemental Interest Trust pursuant to
      Section 4.1(b)(i) or (ii) on or after the Group I Stepdown Date if a Group
      I Trigger Event is not in effect for that Distribution Date, the lesser of:
      (x)
      the Group I Principal Distribution Amount remaining after distributions to
      the
      Supplemental Interest Trust pursuant to Section 4.1(b)(i) for that
      Distribution Date; and (y) the excess (if any) of (A) the aggregate Certificate
      Principal Balance of the Group I Senior Certificates immediately prior to that
      Distribution Date over (B) the positive difference between (i) the aggregate
      principal balance of the Group I Loans as of the last day of the related Due
      Period (after reduction for Realized Losses on the Group I Loans incurred during
      the related Prepayment Period) and (ii) the product of (x) the aggregate
      principal balance of the Group I Loans as of the last day of the related Due
      Period (after reduction for Realized Losses on the Group I Loans incurred during
      the related Prepayment Period) and (y) the sum of 6.65% and the Required
      Overcollateralization Percentage.

     

    Group
      I Stepdown Date: will
      be
      the earlier to occur of (1) the Distribution Date on which the aggregate
      Certificate Principal Balance of the Group I 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 Group I Credit
      Enhancement Percentage of the Group I Senior Certificates (calculated for this
      purpose only after taking into account distributions of principal on the
      Group I Loans, but prior to any distribution of the Group I Principal
      Distribution Amount to the holders of the Group I Certificates then entitled
      to
      distributions of principal on the Distribution Date) is greater than or equal
      to
      14.70%.

     

    Group
      I Swap Agreement:
      The
      Interest Rate Swap Agreement, dated as of January 31, 2006, between HSBC
      Bank USA, National Association, as trustee on behalf of the Supplemental
      Interest Trust, and the Group I Swap Provider, together with any schedules,
      confirmations or other agreements relating thereto. A copy of the Group I Swap
      Agreement is attached hereto as Exhibit I. 

     

    Group
      I Swap Notional Amount:
      For
      each calculation period as defined in the Group I Swap Agreement, the amount
      set
      forth below:

     

    

      
        	
                Distribution
                  Date

              	 	
                Swap
                  Notional Amount

                ($)

              
	
                March
                  2006

              	 	
                597,698,958.73

              
	
                April
                  2006

              	 	
                580,125,866.08

              
	
                May
                  2006

              	 	
                563,069,137.57

              
	
                June
                  2006

              	 	
                546,513,881.95

              
	
                July
                  2006

              	 	
                530,445,036.70

              
	
                August
                  2006

              	 	
                514,847,970.51

              
	
                September
                  2006

              	 	
                499,709,231.34

              
	
                October
                  2006

              	 	
                485,015,303.68

              
	
                November
                  2006

              	 	
                470,753,200.81

              
	
                December
                  2006

              	 	
                456,911,122.58

              
	
                January
                  2007

              	 	
                443,475,743.78

              
	
                February
                  2007

              	 	
                430,435,203.48

              
	
                March
                  2007

              	 	
                417,777,824.54

              
	
                April
                  2007

              	 	
                405,492,355.85

              
	
                May
                  2007

              	 	
                393,567,876.57

              
	
                June
                  2007

              	 	
                381,993,786.32

              
	
                July
                  2007

              	 	
                370,759,647.64

              
	
                August
                  2007

              	 	
                359,856,398.59

              
	
                September
                  2007

              	 	
                349,273,531.27

              
	
                October
                  2007

              	 	
                339,001,648.35

              
	
                November
                  2007

              	 	
                329,032,011.67

              
	
                December
                  2007

              	 	
                319,355,491.43

              
	
                January
                  2008

              	 	
                309,963,313.40

              
	
                February
                  2008

              	 	
                300,847,127.76

              
	
                March
                  2008

              	 	
                291,998,829.80

              
	
                April
                  2008

              	 	
                283,410,552.65

              
	
                May
                  2008

              	 	
                275,074,660.35

              
	
                June
                  2008

              	 	
                266,983,741.05

              
	
                July
                  2008

              	 	
                259,130,479.12

              
	
                August
                  2008

              	 	
                251,508,019.18

              
	
                September
                  2008

              	 	
                244,109,385.67

              
	
                October
                  2008

              	 	
                236,928,813.73

              
	
                November
                  2008

              	 	
                229,959,418.88

              
	
                December
                  2008

              	 	
                223,194,868.32

              
	
                January
                  2009

              	 	
                216,621,981.47

              
	
                February
                  2009

              	 	
                210,239,830.89

              
	
                March
                  2009

              	 	
                204,045,482.05

              
	
                April
                  2009

              	 	
                198,033,414.05

              
	
                May
                  2009

              	 	
                192,198,268.14

              
	
                June
                  2009

              	 	
                186,534,843.02

              
	
                July
                  2009

              	 	
                181,038,090.15

              
	
                August
                  2009

              	 	
                175,703,109.32

              
	
                September
                  2009

              	 	
                170,525,144.28

              
	
                October
                  2009

              	 	
                165,499,578.47

              
	
                November
                  2009

              	 	
                160,621,931.00

              
	
                December
                  2009

              	 	
                155,887,852.59

              
	
                January
                  2010

              	 	
                151,293,121.77

              
	
                February
                  2010

              	 	
                146,833,641.07

              
	
                March
                  2010

              	 	
                142,505,433.41

              
	
                April
                  2010

              	 	
                138,304,638.58

              
	
                May
                  2010

              	 	
                134,227,038.61

              
	
                June
                  2010

              	 	
                130,269,492.84

              
	
                July
                  2010

              	 	
                126,427,124.31

              
	
                August
                  2010

              	 	
                122,697,874.50

              
	
                September
                  2010

              	 	
                119,076,759.10

              
	
                October
                  2010

              	 	
                115,562,415.14

              
	
                November
                  2010

              	 	
                112,150,417.76

              
	
                December
                  2010

              	 	
                108,837,589.18

              
	
                January
                  2011

              	 	
                105,620,403.49

              
	
                February
                  2011

              	 	
                102,497,034.45

              
	
                March
                  2011

              	 	
                99,465,839.51

              
	
                April
                  2011

              	 	
                96,524,102.86

              
	
                May
                  2011

              	 	
                93,669,188.62

              
	
                June
                  2011

              	 	
                90,898,538.49

              
	
                July
                  2011

              	 	
                88,209,669.44

              
	
                August
                  2011

              	 	
                85,600,171.50

              
	
                September
                  2011

              	 	
                83,067,705.66

              
	
                October
                  2011

              	 	
                80,610,001.74

              
	
                November
                  2011

              	 	
                78,224,856.35

              


      

    

    


    Group
      I Swap Provider:
      The
      swap provider under the Group I Swap Agreement either (a) entitled to receive
      payments from the Supplemental Interest Trust or (b) required to make payments
      to the Supplemental Interest Trust, in either case pursuant to the terms of
      the
      Group I Swap Agreement, and any successor in interest or assign. Initially,
      the
      Swap Provider shall be Deutsche Bank AG New York Branch. 

     

    Group
      I Swap Provider Trigger Event:
      A Group
      I Swap Provider Trigger Event shall have occurred if any of the following has
      occurred: (i) an Event of Default under the Group I Swap Agreement with respect
      to which the Group I Swap Provider is a Defaulting Party (as defined in the
      Group I Swap Agreement), (ii) a Termination Event under the Group I Swap
      Agreement with respect to which the Group I Swap Provider is the sole Affected
      Party (as defined in the Group I Swap Agreement) or (iii) an Additional
      Termination Event under the Group I Swap Agreement with respect to which the
      Group I Swap Provider is the sole Affected Party.

     

    Group
      I Swap Termination Payment:
      Upon
      the designation of an “Early Termination Date” as defined in the Group I Swap
      Agreement, the payment to be made by the Supplemental Interest Trust to the
      Group I Swap Provider, or by the Group I Swap Provider to the Supplemental
      Interest Trust, as applicable, pursuant to the terms of the Group I Swap
      Agreement.

     

    Group
      I Trigger Event: with
      respect to any Distribution Date and the Group I Certificates, a Group I Trigger
      Event is in effect if (x) the percentage obtained by dividing (i) the aggregate
      Scheduled Principal Balance of Group I Loans delinquent 60 days or more
      (including Group I Loans in foreclosure, REO or discharged in bankruptcy) by
      (ii) the aggregate Scheduled Principal Balance of the Group I Loans, in each
      case, as of the last day of the previous calendar month, exceeds 40.00% of
      the
      Group I Credit Enhancement Percentage of the Group I Senior Certificates for
      the
      prior Distribution Date, or (y) the aggregate amount of Realized Losses with
      respect to the Group I Loans incurred since the Cut-Off Date through the last
      day of the related Due Period divided by the aggregate Scheduled Principal
      Balance of the Group I Loans as of the Cut-Off Date exceeds the applicable
      percentages set forth below with respect to such Distribution Date:

     

    
      	
              Distribution
                Date 

            	 	
              Percentage

            
	
              February
                2009 to January 2010

            	 	
              0.75%
                plus 1/12 of 0.55% for each month thereafter

            
	
              February
                2010 to January 2011

            	 	
              1.30%
                plus 1/12 of 0.55% for each month thereafter

            
	
              February
                2011 to January 2012

            	 	
              1.85%
                plus 1/12 of 0.30% for each month thereafter

            
	
              February
                2012 and thereafter

            	 	
              2.15%

            


    

    


    Group
      II-V Available Distribution Amount:
      With
      respect to a Distribution Date, the sum of the following amounts that are
      related to the Group II-V Loans:

     

    
      	 	
              (1)

            	
              the
                total amount of all cash received by or on behalf of each Servicer
                with
                respect to the Group II-V Loans by the Determination Date for such
                Distribution Date and not previously distributed (including Liquidation
                Proceeds, Insurance Proceeds, condemnation proceeds and Subsequent
                Recoveries), except:

            


    

     

    (a) all
      scheduled payments of principal and interest collected on the Group II-V Loans
      but due on a date after the related Due Date;

     

    (b) all
      Curtailments received with respect to the Group II-V Loans after the related
      Prepayment Period, together with all interest paid by the Mortgagors in
      connection with such Curtailments;

     

    (c) all
      Payoffs received with respect to the Group II-V Loans after the related
      Prepayment Period, together with interest paid by the Mortgagors in connection
      with such Payoffs;

     

    (d) Liquidation
      Proceeds, Insurance Proceeds, condemnation proceeds and Subsequent Recoveries
      received on the Group II-V Loans after the related Prepayment
      Period;

     

    (e) all
      amounts 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 related Custodian pursuant to the terms of
      this Agreement or the related Custodial Agreement;

     

    (f) reinvestment
      income on the balance of funds, if any, in the related Protected Accounts and
      the related Distribution Account; and

     

    (g) any
      fees
      payable to the Master Servicer (including any Master Servicing Fees) and the
      Servicers with respect to the Group II-V Loans, and any premiums payable in
      connection with any lender paid primary mortgage insurance policies maintained
      on the Group II-V Loans.

     

    
      	 	
              (2)

            	
              All
                Advances made by a Servicer and/or the Master Servicer with respect
                to the
                Group II-V Loans for that Distribution
                Date;

            


    

     

    
      	 	
              (3)

            	
              Any
                amounts paid as Compensating Interest on the Group II-V Loans by
                a
                Servicer and/or the Master Servicer for that Distribution
                Date;

            


    

     

    
      	 	
              (4)

            	
              The
                total amount of any cash deposited in the related Distribution Account
                in
                connection with the repurchase of any Group II-V Loan by the Depositor
                or
                the Sponsor; and

            


    

     

    
      	 	
              (5)

            	
              the
                total amount of any cash related to the Group II-V Loans deposited
                in the
                related Distribution Account in connection with an optional termination
                of
                the Trust Fund.

            


    

     

    Group
      II-V Certificateholders:
      The
      registered holders of the Group II-V Certificates.

     

    Group
      II-V Certificates:
      Class
      II-A-1, Class II-A-2, Class II-A-1, Class III-A-2, Class IV-A-1, Class IV-A-2,
      Class V-A-1, Class V-A-2, Class M, Class B-1, Class B-2, Class B-3, Class B-4,
      Class B-5 and Class A-R Certificates.

     

    Group
      II-V Loan Group:
      Any Loan
      Group comprised of the Group II Loans, Group III Loans, Group IV Loans or Group
      V Loans.

     

    Group
      II-V Loans:
      Those
      Loans having original terms to maturity not greater than thirty (30) years
      and
      identified on the Loan Schedule as Group II-V Loans.

     

    Group
      II-V Senior Certificates:
      Any of
      the Group II Senior Certificates, Group III Senior Certificates,
      Group IV Senior Certificates or Group V Senior Certificates, as
      applicable.

     

    Group
      II-V Subordinate Certificates:
      The
      Class M, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5
      Certificates.

     

    Group
      II Available Distribution Amount:
      For any
      Distribution Date will equal the sum of the amounts described in the definition
      of Group II-V Available Distribution Amount that are related to the Group II
      Loans.

     

    Group
      II Loans:
      Those
      Loans having original terms to maturity of not greater than thirty (30) years
      and identified on the Loan Schedule as Group II Loans.

     

    Group
      II Senior Certificates:
      The
      Class II-A-1 Certificates and Class II-A-2 Certificates.

     

    Group
      III Available Distribution Amount:
      For any
      Distribution Date will equal the sum of the amounts described in the definition
      of Group II-V Available Distribution Amount that are related to the Group III
      Loans.

     

    Group
      III Loans:
      Those
      Loans having original terms to maturity not greater than thirty (30) years
      and
      identified on the Loan Schedule as Group III Loans.

     

    Group
      III Senior Certificates:
      The
      Class III-A-1 Certificate and Class III-A-2 Certificates.

     

    Group
      IV Available Distribution Amount:
      For any
      Distribution Date will equal the sum of the amounts described in the definition
      of Group II-V Available Distribution Amount that are related to the Group IV
      Loans.

     

    Group
      IV Loans:
      Those
      Loans having original terms to maturity of not greater than thirty (30) years
      and identified on the Loan Schedule as Group IV Loans.

     

    Group
      IV Senior Certificates:
      The
      Class IV-A-1 Certificates and Class IV-A-2 Certificates.

     

    Group
      V Available Distribution Amount:
      For any
      Distribution Date will equal the sum of the amounts described in the definition
      of Group II-V Available Distribution Amount that are related to the Group V
      Loans.

     

    Group
      V Loans:
      Those
      Loans having original terms to maturity of not greater than thirty (30) years
      and identified on the Loan Schedule as Group V Loans.

     

    Group
      V Senior Certificates:
      The
      Class V-A-1 Certificates and Class V-A-2 Certificates.

     

    Independent:
      When
      used with respect to any specified Person, any such Person who (i) is in fact
      independent of the Depositor, any Servicer, the Master Servicer and the
      Securities Administrator, (ii) does not have any direct financial interest
      or
      any material indirect financial interest in the Depositor, any Servicer, the
      Master Servicer or the Securities Administrator or any Affiliate of the
      aforementioned and (iii) is not connected with the Depositor, any Servicer,
      the
      Master Servicer or the Securities Administrator 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.

     

    Index:
      As of
      any Adjustment Date, the index applicable to the determination of the Mortgage
      Rate on each Adjustable Rate Loan will generally be the average of the interbank
      offered rates for six-month United States dollar deposits in the London market
      as published in The Wall Street Journal and as most recently available either
      (a) as of the first Business Day forty-five (45) days prior to such Adjustment
      Date or (b) as of the first Business Day of the month preceding the month of
      such Adjustment Date, as specified in the related Mortgage Note.

     

    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.

     

    IndyMac:
      IndyMac
      Bank FSB or any successor thereto.

     

    IndyMac
      Servicing Agreement:
      Shall
      mean the First Amended and Restated Master Mortgage Loan Purchase and Servicing
      Agreement, dated as of June 1, 2005, as amended and rested to and including
      December 1, 2005, between the Sponsor and IndyMac (as modified pursuant to
      the
      related Assignment Agreement).

     

    Insurance
      Proceeds:
      Proceeds
      of any title policy, hazard 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.

     

    Interest
      Accrual Period:
      The
      Interest Accrual Period for the Group I Certificates shall be (a) as to the
      Distribution Date in February 2006, the period commencing on the Closing Date
      and ending on the day preceding the Distribution Date in February 2006, and
      (b)
      as to any Distribution Date after the Distribution Date in February 2006, 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. The Interest Accrual Period for the Group II-V
      Certificates and each Distribution Date will be the calendar month preceding
      the
      month in which that Distribution Date occurs. Interest on the Group I
      Certificates will be calculated based on a 360-day year and the actual number
      of
      days elapsed in the related Interest Accrual Period. Interest on the Group
      II-V
      Certificates will be calculated based on a 360-day year consisting of twelve
      30-day months.

     

    Interest
      Carry Forward Amount: With
      respect to any class of Group I Certificates and any Distribution Date will
      be
      equal to the amount, if any, by which the related Interest Distribution Amount
      for that Class of Certificates for the immediately preceding Distribution Date
      exceeded the actual amount distributed on such Class in respect of interest
      on
      the immediately preceding Distribution Date, together with any related Interest
      Carry Forward Amount with respect to such Class remaining unpaid from the
      previous Distribution Date, plus interest accrued thereon 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 Group I Certificates (other than the Class
      I-P1, Class I-P2 and Class I-R Certificates), interest accrued during the
      related Interest Accrual Period on the related Certificate Principal Balance
      of
      that Class immediately prior to such Distribution Date at the Pass-Through
      Rate
      for that Class reduced (to an amount not less than zero), in the case of such
      Class, by the allocable share, if any, for that Class of Prepayment Interest
      Shortfalls to the extent not covered by Compensating Interest paid by the Master
      Servicer or the related Servicers, Relief Act Interest Shortfalls and, with
      respect to the Mezzanine Certificates, such class’ allocable share of the
      interest portion of Realized Losses incurred on the Group I Loans.

     

    On
      any
      Distribution Date, for any Class of Group II-V Certificates (other than the
      Class II/V-P1 Certificates and Class II/V-P2 Certificates), the sum of (i)
      interest accrued on the related Certificate which shall be equal to (a) the
      product of (1) 1/12th
      of the
      Pass-Through Rate for such Class and (2) the aggregate Certificate Principal
      Balance for such Class before giving effect to allocations of Realized Losses
      on
      the Group II-V Loans in connection with such Distribution Date or distributions
      to be made on such Distribution Date, reduced by (b) Net Interest Shortfalls
      allocated to such Class pursuant to the definition of “Net Interest Shortfall”,
      including the interest portion of Realized Losses on the Group II-V Loans
      allocated to such Class pursuant to Section 4.2 and (ii) the amount of
      interest accrued but unpaid to such Class from prior Distribution
      Dates.

     

    Interest
      Remittance Amount: For
      any
      Distribution Date and the Group I Loans will be that portion of the Group I
      Available Distribution Amount for such Distribution Date that represents
      interest received or advanced on the Group I Loans net of amounts payable or
      reimbursable to the related Servicers, the Master Servicer, the Securities
      Administrator, the Trustee or the Custodians as provided herein, and the related
      Servicing Agreements and Custodial Agreements.

     

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

     

    Junior
      Subordinate Certificates:
      The
      Class B-3, Class B-4 and Class B-5 Certificates, collectively.

     

    Last
      Scheduled Distribution Date:
      The
      Distribution Date occurring in February 25, 2036, which is the Distribution
      Date occurring one month after the original scheduled maturity date for the
      latest maturing Loan. 

     

    LIBOR:
      For the
      initial Interest Accrual Period, the Securities Administrator will determine
      One-Month LIBOR for such Interest Accrual Period based on information available
      on the second Business Day preceding the Closing Date with respect to the
      Adjustable Rate Certificates, and for any Interest Accrual Period thereafter,
      on
      the second Business Day preceding the related Interest Accrual Period, the
      one
      month rate which appears on the Dow Jones Telerate System, page 3750, as of
      11:00 a.m., London time on the LIBOR Determination Date. If such rate is not
      provided, LIBOR shall mean the rate determined by the Securities Administrator
      (or a calculation agent on its behalf) in accordance with the following
      procedure:

     

    (i)
       The
      Securities Administrator on the LIBOR Determination Date will request the
      principal London offices of each of four major Reference Banks in the London
      interbank market, as selected by the Securities Administrator, to provide the
      Securities Administrator with its offered quotation for deposits in United
      States dollars for the upcoming one-month period, commencing on the second
      LIBOR
      Business Day immediately following such LIBOR Determination Date, to prime
      banks
      in the London interbank market at approximately 11:00 a.m. London time on such
      LIBOR Determination Date and in a principal amount that is representative for
      a
      single transaction in United States dollars in such market at such time. If
      at
      least two such quotations are provided, LIBOR determined on such LIBOR
      Determination Date will be the arithmetic mean of such quotations.

     

    (ii)
       If
      fewer
      than two quotations are provided, LIBOR determined on such LIBOR Determination
      Date will be the arithmetic mean of the rates quoted at approximately 11:00
      a.m.
      in New York City on such LIBOR Determination Date by three major banks in New
      York City selected by the Securities Administrator for one-month United States
      dollar loans to lending European banks, in a principal amount that is
      representative for a single transaction in United States dollars in such market
      at such time; provided, however, that if the banks so selected by the Securities
      Administrator are not quoting as mentioned in this sentence, LIBOR determined
      on
      such LIBOR Determination Date will continue to be LIBOR as then currently in
      effect on such LIBOR Determination Date.

     

    The
      establishment of LIBOR and each Pass-Through Rate for the Group I Certificates
      by the Securities Administrator shall (in the absence of manifest error) be
      final, conclusive and binding upon each Holder of a Adjustable Rate Certificate
      and the Securities Administrator.

     

    LIBOR
      Business Day:
      Any day
      on which dealings in United States dollars are transacted in the London
      interbank market.

     

    LIBOR
      Determination Date:
      With
      respect to each Interest Accrual Period (other than the initial Interest Accrual
      Period) and the Adjustable Rate Certificates, the second LIBOR Business Day
      preceding such Interest Accrual Period on which the Securities Administrator
      will determine One-Month LIBOR for such Interest Accrual Period.

     

    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
      Principal:
      With
      respect to any Distribution Date and any Loan Group, the principal portion
      of
      net Liquidation Proceeds received with respect to each such Loan which became
      a
      Liquidated Loan (but not in excess of the Principal Balance thereof) during
      the
      related Prepayment Period.

     

    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 related
      Servicer, pursuant to the related Servicing Agreement 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, in each case net of any portion thereof
      that represents a recovery of principal or interest for which an Advance was
      made by a Servicer or the Master Servicer.

     

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

     

    Loan
      Group:
      The
      Group I Loans, Group II Loans, Group III Loans, Group IV Loans or Group V Loans,
      as applicable.

     

    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)

            	
              the
                related Loan Group;

            


    

     

    
      	 	
              (xv)

            	
              the
                first Adjustment Date;

            


    

     

    
      	 	
              (xvi)

            	
              the
                Gross Margin;

            


    

     

    
      	 	
              (xvii)

            	
              the
                Maximum Mortgage Rate under the terms of the Mortgage
                Note;

            


    

     

    
      	 	
              (xviii)

            	
              the
                Minimum Mortgage Rate under the terms of the Mortgage
                Note;

            


    

     

    
      	 	
              (xix)

            	
              the
                Periodic Rate Cap;

            


    

     

    
      	 	
              (xx)

            	
              the
                first Adjustment Date immediately following the Cut-off
                Date;

            


    

     

    
      	 	
              (xxi)

            	
              the
                Index; 

            


    

     

    
      	 	
              (xxii)

            	
              the
                applicable Servicer and the applicable Servicing Fee Rate;
                

            


    

     

    
      	 	
              (xxiii)

            	
              the
                applicable Custodian; and

            


    

     

    
      	 	
              (xxiv)

            	
              the
                applicable Loan Group.

            


    

     

    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”. 

     

    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 Class I-CE Certificates and any Distribution Date, a per annum
      rate equal to two (2) times the weighted average of the Uncertificated REMIC
      II
      Pass-Through Rate for each of REMIC II Regular Interest I-A-1, REMIC II Regular
      Interest I-A-2, REMIC II Regular Interest I-A-3, REMIC II Regular Interest
      I-A-4, REMIC II Regular Interest I-M-1, REMIC II Regular Interest I-M-2, REMIC
      II Regular Interest I-M-3, REMIC II Regular Interest I-M-4, REMIC II Regular
      Interest I-M-5, REMIC II Regular Interest I-M-6, REMIC II Regular Interest
      I-M-7, REMIC II Regular Interest I-M-8 and REMIC II Regular Interest ZZ, with
      the rate on each such REMIC II Regular Interest (other than REMIC II Regular
      Interest ZZ) subject to a cap equal to the Pass-Through Rate for the
      Corresponding Certificates for the purpose of this calculation for such
      Distribution Date and with the rate on REMIC II Regular Interest ZZ subject
      to a
      cap of zero for the purpose of this calculation; provided however, each such
      cap
      for each REMIC II Regular Interest shall be multiplied by a fraction the
      numerator of which is the actual number of days in the related Interest Accrual
      Period and the denominator of which is 30.

     

    Master
      Servicer:
      As of
      the Closing Date, Wells Fargo Bank, National Association 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.

     

    Maximum
      ZZ Uncertificated Interest Deferral Amount:
      With
      respect to any Distribution Date, the excess of (i) accrued interest at the
      REMIC II Pass-Through Rate applicable to REMIC II Regular Interest ZZ for such
      Distribution Date on a balance equal to the Uncertificated Principal Balance
      of
      REMIC II Regular Interest ZZ minus the REMIC II Overcollateralization Amount,
      in
      each case for such Distribution Date, over (ii) Uncertificated Accrued Interest
      on REMIC II Regular Interest I-A-1, REMIC II Regular Interest I-A-2, REMIC
      II
      Regular Interest I-A-3, REMIC II Regular Interest I-A-4, REMIC II Regular
      Interest I-M-1, REMIC II Regular Interest I-M-2, REMIC II Regular Interest
      I-M-3, REMIC II Regular Interest I-M-4, REMIC II Regular Interest I-M-5, REMIC
      II Regular Interest I-M-6, REMIC II Regular Interest I-M-7 and REMIC II Regular
      Interest I-M-8, for such Distribution Date, with the rate on each such REMIC
      II
      Regular Interest subject to a cap equal to the Pass-Through Rate for the
      Corresponding Certificate for the purpose of this calculation for such
      Distribution Date; provided however, each such cap for each REMIC II Regular
      Interest shall be multiplied by a fraction the numerator of which is the actual
      number of days in the related Interest Accrual Period and the denominator of
      which is 30.

     

    Mezzanine
      Certificate:
      Any one
      of the Class I-M-1, Class I-M-2, Class I-M-3, Class I-M-4, Class I-M-5, Class
      I-M-6, Class I-M-7 or Class I-M-8 Certificates.

     

    Maximum
      Mortgage Rate:
      With
      respect to each Loan, the percentage set forth in the related Mortgage Note
      as
      the maximum Mortgage Rate thereunder.

     

    Minimum
      Mortgage Rate:
      With
      respect to each Loan, the percentage set forth in the related Mortgage Note
      as
      the minimum Mortgage Rate thereunder.

     

    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 pursuant
      to
      Section 4.7 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 Sponsor, a copy of which is attached hereto as Exhibit
      D
      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.

     

    National
      City:
      National City Mortgage Co., or any successor thereto.

     

    National
      City Servicing Agreement:
      The
      Master Seller’s Warranties and Servicing Agreement, dated as of January 1,
      2005 between the Sponsor and National City, as amended by Amendment Number
      One
      dated January 24, 2006 (as modified pursuant to the related Assignment
      Agreement).

     

    Net
      Interest Shortfall:
      For any
      Distribution Date and the Group II-V Certificates, the sum of (i) any Prepayment
      Interest Shortfall for such Distribution Date, (ii) any Relief Act Interest
      Shortfall for such Distribution Date and (iii) the portion of Realized Losses
      on
      the Group II-V Loans attributable to interest allocated to the Group II-V
      Certificates.

     

    Net
      Monthly Excess Cashflow:
      For any
      Distribution Date and the Group I Loans, the sum of (i) any
      Overcollateralization Reduction Amount and (ii) the excess of (x) the Group
      I
      Available Distribution Amount for such Distribution Date over (y) the sum for
      such Distribution Date of the aggregate of the Senior Interest Distribution
      Amounts payable to the holders of the Group I Senior Certificates, the
      aggregate of the Interest Distribution Amounts payable to the holders of the
      Mezzanine Certificates, the Group I Principal Remittance Amount and any Group
      I
      Net Swap Payment or Group I Swap Termination Payment (not caused by the
      occurrence of a Group I Swap Provider Trigger Event) owed to the Group I Swap
      Provider.

     

    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 related Servicing Fee Rate and the rate
      at
      which any lender paid mortgage insurance is calculated. 

     

    Net
      WAC Pass Through Rate:
      For the
      Group I Certificates and any Distribution Date, is a rate per annum (adjusted
      for the actual number of days elapsed in the related Interest Accrual Period)
      equal to a fraction, expressed as a percentage, the numerator of which is the
      amount of interest which accrued on the Group I Loans in the prior calendar
      month minus the fees payable to the related Servicers with respect to the Group
      I Loans for such Distribution Date and the Group I Net Swap Payment payable
      to
      the Group I Swap Provider or Group I Swap Termination Payment payable to the
      Group I Swap Provider which was not caused by the occurrence of a Group I Swap
      Provider Trigger Event, in each case for such Distribution Date and the
      denominator of which is the aggregate principal balance of the Group I 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
      principal prepayments received during the related Prepayment
      Period.

     

    For
      federal income tax purposes, the economic equivalent of such rate shall be
      expressed as the weighted average of (adjusted for the actual number of days
      elapsed in the related Interest Accrual Period) the REMIC II Pass-Through Rates
      on the REMIC II Regular Interests, weighted on the basis of the Uncertificated
      Principal Balance of each such REMIC II Regular Interest.

     

    Net
      WAC Rate Carryover Amount:
      With
      respect to the Group I Certificates and any Distribution Date on which the
      related Pass-Through Rate is limited to the related Net WAC Pass-Through Rate,
      an amount equal to the sum of (i) the excess of (x) the amount of interest
      such
      certificates would have been entitled to receive on such Distribution Date
      if
      the Net WAC Pass-Through Rate had not been applicable to such Certificates
      on
      such Distribution Date over (y) the amount of interest accrued on such
      Distribution Date at the related 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 applicable
      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 4.7, 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 the Class I-CE Certificates and any Distribution Date, the
      Uncertificated Principal Balance of the REMIC II Regular Interests (other than
      REMIC II Regular Interest I-P1 and REMIC II Regular Interest I-P2) for such
      Distribution Date. 

     

    With
      respect to REMIC II Regular Interest IO and each Distribution Date listed below,
      the aggregate Uncertificated Balance of the REMIC I Regular Interests ending
      with the designation “A” listed below:

     

    
      	
              Distribution
                Date

            	 	
              REMIC
                I Regular Interests

            
	
              1

            	 	
              I-1-A
                through I-69-A 

            
	
              2

            	 	
              I-2-A
                through I-69-A 

            
	
              3

            	 	
              I-3-A
                through I-69-A 

            
	
              4

            	 	
              I-4-A
                through I-69-A 

            
	
              5

            	 	
              I-5-A
                through I-69-A 

            
	
              6

            	 	
              I-6-A
                through I-69-A 

            
	
              7

            	 	
              I-7-A
                through I-69-A 

            
	
              8

            	 	
              I-8-A
                through I-69-A 

            
	
              9

            	 	
              I-9-A
                through I-69-A 

            
	
              10

            	 	
              I-10-A
                through I-69-A 

            
	
              11

            	 	
              I-11-A
                through I-69-A 

            
	
              12

            	 	
              I-12-A
                through I-69-A 

            
	
              13

            	 	
              I-13-A
                through I-69-A 

            
	
              14

            	 	
              I-14-A
                through I-69-A 

            
	
              15

            	 	
              I-15-A
                through I-69-A 

            
	
              16

            	 	
              I-16-A
                through I-69-A 

            
	
              17

            	 	
              I-17-A
                through I-69-A 

            
	
              18

            	 	
              I-18-A
                through I-69-A 

            
	
              19

            	 	
              I-19-A
                through I-69-A 

            
	
              20

            	 	
              I-20-A
                through I-69-A 

            
	
              21

            	 	
              I-21-A
                through I-69-A 

            
	
              22

            	 	
              I-22-A
                through I-69-A 

            
	
              23

            	 	
              I-23-A
                through I-69-A 

            
	
              24

            	 	
              I-24-A
                through I-69-A 

            
	
              25

            	 	
              I-25-A
                through I-69-A 

            
	
              26

            	 	
              I-26-A
                through I-69-A 

            
	
              27

            	 	
              I-27-A
                through I-69-A 

            
	
              28

            	 	
              I-28-A
                through I-69-A 

            
	
              29

            	 	
              I-29-A
                through I-69-A 

            
	
              30

            	 	
              I-30-A
                through I-69-A 

            
	
              31

            	 	
              I-31-A
                through I-69-A 

            
	
              32

            	 	
              I-32-A
                through I-69-A 

            
	
              33

            	 	
              I-33-A
                through I-69-A 

            
	
              34

            	 	
              I-34-A
                through I-69-A 

            
	
              35

            	 	
              I-35-A
                through I-69-A 

            
	
              36

            	 	
              I-36-A
                through I-69-A 

            
	
              37

            	 	
              I-37-A
                through I-69-A 

            
	
              38

            	 	
              I-38-A
                through I-69-A 

            
	
              39

            	 	
              I-39-A
                through I-69-A 

            
	
              40

            	 	
              I-40-A
                through I-69-A 

            
	
              41

            	 	
              I-41-A
                through I-69-A 

            
	
              42

            	 	
              I-42-A
                through I-69-A 

            
	
              43

            	 	
              I-43-A
                through I-69-A 

            
	
              44

            	 	
              I-44-A
                through I-69-A 

            
	
              45

            	 	
              I-45-A
                through I-69-A 

            
	
              46

            	 	
              I-46-A
                through I-69-A 

            
	
              47

            	 	
              I-47-A
                through I-69-A 

            
	
              48

            	 	
              I-48-A
                through I-69-A 

            
	
              49

            	 	
              I-49-A
                through I-69-A 

            
	
              50

            	 	
              I-50-A
                through I-69-A 

            
	
              51

            	 	
              I-51-A
                through I-69-A 

            
	
              52

            	 	
              I-52-A
                through I-69-A 

            
	
              53

            	 	
              I-53-A
                through I-69-A 

            
	
              54

            	 	
              I-54-A
                through I-69-A 

            
	
              55

            	 	
              I-55-A
                through I-69-A 

            
	
              56

            	 	
              I-56-A
                through I-69-A 

            
	
              57

            	 	
              I-57-A
                through I-69-A 

            
	
              58

            	 	
              I-58-A
                through I-69-A 

            
	
              59

            	 	
              I-59-A
                through I-69-A 

            
	
              60

            	 	
              I-60-A
                through I-69-A 

            
	
              61

            	 	
              I-61-A
                through I-69-A 

            
	
              62

            	 	
              I-62-A
                through I-69-A 

            
	
              63

            	 	
              I-63-A
                through I-69-A 

            
	
              64

            	 	
              I-64-A
                through I-69-A 

            
	
              65

            	 	
              I-65-A
                through I-69-A 

            
	
              66

            	 	
              I-66-A
                through I-69-A 

            
	
              67

            	 	
              I-67-A
                through I-69-A 

            
	
              68

            	 	
              I-68-A
                through I-69-A 

            
	
              69

            	 	
              I-69-A

            
	
              thereafter

            	 	
              $0.00

            


    

    


    With
      respect to the Class IO Interest and any Distribution Date, an amount equal
      to
      the Notional Amount of the REMIC II Regular Interest IO.

     

    Offered
      Certificate:
      The
      Group I Senior Certificates, Mezzanine Certificates, Group II-V Senior
      Certificates and the Class M, Class B-1 and Class B-2 Certificates.


     

    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:
      With
      respect to (a) the Group I Loans, the Distribution Date on which the aggregate
      Principal Balance of the Group I Loans (and properties acquired in respect
      thereof) remaining in the Trust Fund is reduced to less than or equal to 5%
      of
      the aggregate Principal Balance of the
      Group I
      Loans as of the Cut-off Date, and (b) the Group II-V Loans, the Distribution
      Date on which the aggregate Principal Balance of the Group II-V Loans (and
      any
      properties in respect thereof) remaining in the Trust Fund is reduced to less
      than or equal to 5% of the aggregate Principal Balance of the Group II-V Loans
      as of the Cut-off Date.

     

    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 outstanding principal balance of the Group I Loans
      immediately following the Distribution Date exceeds the sum of the Certificate
      Principal Balances of the Group I Senior Certificates and the Mezzanine
      Certificates after taking into account the payment of the Group I Principal
      Remittance Amount on such Distribution Date.

     

    Overcollateralization
      Increase Amount:
      With
      respect to any Distribution Date and the Group I Loans will be the amount,
      if
      any of Net Monthly Excess Cashflow actually applied as an accelerated payment
      of
      principal to the Group I Certificates then entitled to distributions of
      principal to the extent the Group I Required Overcollateralization Amount
      exceeds the Overcollateralization Amount.

     

    Overcollateralization
      Reduction Amount:
      For any
      Distribution Date and the Group I Loans is the amount by which the
      Overcollateralization Amount exceeds the Group I Required Overcollateralization
      Amount, but is limited to the Group I Principal Remittance Amount. The
      Overcollateralization Reduction Amount will be zero when a Group I Trigger
      Event
      is in effect.

     

    Overcollateralized
      Group:
      With
      respect to any Distribution Date and a Group II-V Loan Group, any such Loan
      Group which is not an Undercollateralized Group.

     

    Ownership
      Interest:
      With
      respect to any Residual Certificate, any ownership or security interest in
      such
      Residual Certificate, including any interest in a Residual Certificate as the
      Holder thereof and any other interest therein whether direct or indirect, legal
      or beneficial, as owner or as 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:
      With
      respect to the Class I-A-1 Certificates and the Distribution Date in February
      2006, 4.6100% per annum, and with respect to any Distribution Date thereafter
      will be a per annum rate (adjusted for the actual number of days which have
      elapsed in the related Interest Accrual Period) equal to the lesser of (i)
      One
      Month LIBOR plus 0.11% per annum, in the case of each Distribution Date through
      and including Optional Termination Date with respect to the Group I Loans,
      or One-Month LIBOR plus 0.22% per annum, in the case of any Distribution Date
      following the Optional Termination Date with respect to the Group I Loans
      and (ii) the applicable Net WAC Pass-Through Rate for such Distribution Date.
      For federal income tax purposes, the Pass-Through Rate on the Class I-A-1
      Certificates will equal the lesser of (a) One-Month LIBOR plus 0.11% per annum
      in the case of each Distribution Date through and including the Optional
      Termination Date with respect to the Group I Loans and 0.22% per annum in
      the case of each Distribution Date thereafter and (b) the Uncertificated REMIC
      II Pass-Through Rate on REMIC II Regular Interest I-A-1.

     

    With
      respect to the Class I-A-2 Certificates and the Distribution Date in February
      2006, 4.7600% per annum, and with respect to any Distribution Date thereafter
      will be a per annum rate (adjusted for the actual number of days which have
      elapsed in the related Interest Accrual Period) equal to the lesser of (i)
      One
      Month LIBOR plus 0.21% per annum, in the case of each Distribution Date through
      and including Optional Termination Date with respect to the Group I Loans,
      or One-Month LIBOR plus 0.42% per annum, in the case of any Distribution Date
      following the Optional Termination Date with respect to the Group I Loans
      and (ii) the applicable Net WAC Pass-Through Rate for such Distribution Date.
      For federal income tax purposes, the Pass-Through Rate on the Class I-A-2
      Certificates will equal the lesser of (a) One-Month LIBOR plus 0.21% per annum
      in the case of each Distribution Date with respect to the Group I Loans
      through and including the Optional Termination Date and 0.42% per annum in
      the
      case of each Distribution Date thereafter and (b) the Uncertificated REMIC
      II
      Pass-Through Rate on REMIC II Regular Interest I-A-2.

     

    With
      respect to the Class I-A-3 Certificates and the Distribution Date in February
      2006, 4.8600% per annum, and with respect to any Distribution Date thereafter
      will be a per annum rate (adjusted for the actual number of days which have
      elapsed in the related Interest Accrual Period) equal to the lesser of (i)
      One
      Month LIBOR plus 0.33% per annum, in the case of each Distribution Date through
      and including Optional Termination Date with respect to the Group I Loans,
      or
      One-Month LIBOR plus 0.66% per annum, in the case of any Distribution Date
      following the Optional Termination Date with respect to the Group I Loans and
      (ii) the applicable Net WAC Pass-Through Rate for such Distribution Date. For
      federal income tax purposes, the Pass-Through Rate on the Class I-A-3
      Certificates will equal the lesser of (a) One-Month LIBOR plus 0.33% per annum
      in the case of each Distribution Date through and including the Optional
      Termination Date with respect to the Group I Loans and 0.66% per annum in the
      case of each Distribution Date thereafter and (b) the Uncertificated REMIC
      II
      Pass-Through Rate on REMIC II Regular Interest I-A-3.

     

    With
      respect to the Class I-A-4 Certificates and the Distribution Date in February
      2006, 4.8400% per annum, and with respect to any Distribution Date thereafter
      will be a per annum rate (adjusted for the actual number of days which have
      elapsed in the related Interest Accrual Period) equal to the lesser of (i)
      One
      Month LIBOR plus 0.30% per annum, in the case of each Distribution Date through
      and including Optional Termination Date with respect to the Group I Loans,
      or One-Month LIBOR plus 0.60% per annum, in the case of any Distribution Date
      following the Optional Termination Date with respect to the Group I Loans
      and (ii) the applicable Net WAC Pass-Through Rate for such Distribution Date.
      For federal income tax purposes, the Pass-Through Rate on the Class I-A-4
      Certificates will equal the lesser of (a) One-Month LIBOR plus 0.30% per annum
      in the case of each Distribution Date through and including the Optional
      Termination Date with respect to the Group I Loans and 0.60% per annum in
      the case of each Distribution Date thereafter and (b) the Uncertificated REMIC
      II Pass-Through Rate on REMIC II Regular Interest I-A-4.

     

    With
      respect to the Class I-M-1 Certificates and the Distribution Date in February
      2006, 5.0100% per annum, and with respect to any Distribution Date thereafter
      will be a per annum rate (adjusted for the actual number of days which have
      elapsed in the related Interest Accrual Period) equal to the lesser of (i)
      One
      Month LIBOR plus 0.410% per annum, in the case of each Distribution Date through
      and including Optional Termination Date with respect to the Group I Loans,
      or One-Month LIBOR plus 0.615% per annum, in the case of any Distribution Date
      following the Optional Termination Date with respect to the Group I Loans
      and (ii) the applicable Net WAC Pass-Through Rate for such Distribution Date.
      For federal income tax purposes, the Pass-Through Rate on the Class I-M-1
      Certificates will equal the lesser of (a) One-Month LIBOR plus 0.410% per annum
      in the case of each Distribution Date through and including the Optional
      Termination Date with respect to the Group I Loans and 0.615% per annum in
      the case of each Distribution Date thereafter and (b) the Uncertificated REMIC
      II Pass-Through Rate on REMIC II Regular Interest I-M-1.

     

    With
      respect to the Class I-M-2 Certificates and the Distribution Date in February
      2006, 5.0300% per annum, and with respect to any Distribution Date thereafter
      will be a per annum rate (adjusted for the actual number of days which have
      elapsed in the related Interest Accrual Period) equal to the lesser of (i)
      One
      Month LIBOR plus 0.430% per annum, in the case of each Distribution Date through
      and including Optional Termination Date with respect to the Group I Loans,
      or One-Month LIBOR plus 0.645% per annum, in the case of any Distribution Date
      following the Optional Termination Date with respect to the Group I Loans
      and (ii) the applicable Net WAC Pass-Through Rate for such Distribution Date.
      For federal income tax purposes, the Pass-Through Rate on the Class I-M-2
      Certificates will equal the lesser of (a) One-Month LIBOR plus 0.430% per annum
      in the case of each Distribution Date through and including the Optional
      Termination Date with respect to the Group I Loans and 0.645% per annum in
      the case of each Distribution Date thereafter and (b) the Uncertificated REMIC
      II Pass-Through Rate on REMIC II Regular Interest I-M-2.

     

    With
      respect to the Class I-M-3 Certificates and the Distribution Date in February
      2006, 5.0900% per annum, and with respect to any Distribution Date thereafter
      will be a per annum rate (adjusted for the actual number of days which have
      elapsed in the related Interest Accrual Period) equal to the lesser of (i)
      One
      Month LIBOR plus 0.450% per annum, in the case of each Distribution Date through
      and including Optional Termination Date with respect to the Group I Loans,
      or One-Month LIBOR plus 0.675% per annum, in the case of any Distribution Date
      following the Optional Termination Date with respect to the Group I Loans
      and (ii) the applicable Net WAC Pass-Through Rate for such Distribution Date.
      For federal income tax purposes, the Pass-Through Rate on the Class I-M-3
      Certificates will equal the lesser of (a) One-Month LIBOR plus 0.450% per annum
      in the case of each Distribution Date through and including the Optional
      Termination Date with respect to the Group I Loans and 0.675% per annum in
      the case of each Distribution Date thereafter and (b) the Uncertificated REMIC
      II Pass-Through Rate on REMIC II Regular Interest I-M-3.

     

    With
      respect to the Class I-M-4 Certificates and the Distribution Date in February
      2006, 5.2800% per annum, and with respect to any Distribution Date thereafter
      will be a per annum rate (adjusted for the actual number of days which have
      elapsed in the related Interest Accrual Period) equal to the lesser of (i)
      One
      Month LIBOR plus 0.580% per annum, in the case of each Distribution Date through
      and including Optional Termination Date with respect to the Group I Loans,
      or One-Month LIBOR plus 0.870% per annum, in the case of any Distribution Date
      following the Optional Termination Date with respect to the Group I Loans
      and (ii) the applicable Net WAC Pass-Through Rate for such Distribution Date.
      For federal income tax purposes, the Pass-Through Rate on the Class I-M-4
      Certificates will equal the lesser of (a) One-Month LIBOR plus 0.580% per annum
      in the case of each Distribution Date through and including the Optional
      Termination Date with respect to the Group I Loans and 0.870% per annum in
      the case of each Distribution Date thereafter and (b) the Uncertificated REMIC
      II Pass-Through Rate on REMIC II Regular Interest I-M-4.

     

    With
      respect to the Class I-M-5 Certificates and the Distribution Date in February
      2006, 5.3300% per annum, and with respect to any Distribution Date thereafter
      will be a per annum rate (adjusted for the actual number of days which have
      elapsed in the related Interest Accrual Period) equal to the lesser of (i)
      One
      Month LIBOR plus 0.630% per annum, in the case of each Distribution Date through
      and including Optional Termination Date with respect to the Group I Loans,
      or One-Month LIBOR plus 0.945% per annum, in the case of any Distribution Date
      following the Optional Termination Date with respect to the Group I Loans
      and (ii) the applicable Net WAC Pass-Through Rate for such Distribution Date.
      For federal income tax purposes, the Pass-Through Rate on the Class I-M-5
      Certificates will equal the lesser of (a) One-Month LIBOR plus 0.630% per annum
      in the case of each Distribution Date through and including the Optional
      Termination Date with respect to the Group I Loans and 0.945% per annum in
      the case of each Distribution Date thereafter and (b) the Uncertificated REMIC
      II Pass-Through Rate on REMIC II Regular Interest I-M-5.

     

    With
      respect to the Class I-M-6 Certificates and the Distribution Date in February
      2006, 5.4300% per annum, and with respect to any Distribution Date thereafter
      will be a per annum rate (adjusted for the actual number of days which have
      elapsed in the related Interest Accrual Period) equal to the lesser of (i)
      One
      Month LIBOR plus 0.720% per annum, in the case of each Distribution Date through
      and including Optional Termination Date with respect to the Group I Loans,
      or One-Month LIBOR plus 1.080% per annum, in the case of any Distribution Date
      following the Optional Termination Date with respect to the Group I Loans
      and (ii) the applicable Net WAC Pass-Through Rate for such Distribution Date.
      For federal income tax purposes, the Pass-Through Rate on the Class I-M-6
      Certificates will equal the lesser of (a) One-Month LIBOR plus 0.720% per annum
      in the case of each Distribution Date through and including the Optional
      Termination Date with respect to the Group I Loans and 1.080% per annum in
      the case of each Distribution Date thereafter and (b) the Uncertificated REMIC
      II Pass-Through Rate on REMIC II Regular Interest I-M-6.

     

    With
      respect to the Class I-M-7 Certificates and the Distribution Date in February
      2006, 6.5300% per annum, and with respect to any Distribution Date thereafter
      will be a per annum rate (adjusted for the actual number of days which have
      elapsed in the related Interest Accrual Period) equal to the lesser of (i)
      One
      Month LIBOR plus 1.250% per annum, in the case of each Distribution Date through
      and including Optional Termination Date with respect to the Group I Loans,
      or One-Month LIBOR plus 1.875% per annum, in the case of any Distribution Date
      following the Optional Termination Date with respect to the Group I Loans
      and (ii) the applicable Net WAC Pass-Through Rate for such Distribution Date.
      For federal income tax purposes, the Pass-Through Rate on the Class I-M-7
      Certificates will equal the lesser of (a) One-Month LIBOR plus 1.250% per annum
      in the case of each Distribution Date through and including the Optional
      Termination Date with respect to the Group I Loans and 1.875% per annum in
      the case of each Distribution Date thereafter and (b) the Uncertificated REMIC
      II Pass-Through Rate on REMIC II Regular Interest I-M-7.

     

    With
      respect to the Class I-M-8 Certificates and the Distribution Date in February
      2006, 7.5300% per annum, and with respect to any Distribution Date thereafter
      will be a per annum rate (adjusted for the actual number of days which have
      elapsed in the related Interest Accrual Period) equal to the lesser of (i)
      One
      Month LIBOR plus 3.000% per annum, in the case of each Distribution Date through
      and including Optional Termination Date with respect to the Group I Loans,
      or One-Month LIBOR plus 4.500%
      per
      annum, in the case of any Distribution Date following the Optional Termination
      Date with respect to the Group I Loans and (ii) the applicable Net WAC
      Pass-Through Rate for such Distribution Date. For federal income tax purposes,
      the Pass-Through Rate on the Class I-M-8 Certificates will equal the lesser
      of
      (a) One-Month LIBOR plus 3.000% per annum in the case of each Distribution
      Date
      through and including the Optional Termination Date with respect to the
      Group I Loans and 4.500% per annum in the case of each Distribution Date
      thereafter and (b) the Uncertificated REMIC II Pass-Through Rate on REMIC II
      Regular Interest I-M-8.

     

    With
      respect to the Class I-R Certificates and the Distribution Date in February
      2006, 6.1791% per annum, and with respect to any Distribution Date thereafter,
      a
      per annum rate equal to the weighted average Net Mortgage Rate on the Group
      I
      Loans for the related Distribution Date.

     

    With
      respect to the Class II-A-1 Certificates and the Distribution Date in February
      2006, 5.5064% per annum, and with respect to any Distribution Date thereafter,
      a
      per annum rate equal to the weighted average Net Mortgage Rate of the Group
      II
      Loans for the related Distribution Date.

     

    With
      respect to the Class II-A-2 Certificates and the Distribution Date in February
      2006, 5.5064% per annum, and with respect to any Distribution Date thereafter,
      a
      per annum rate equal to the weighted average Net Mortgage Rate of the Group
      II
      Loans for the related Distribution Date.

     

    With
      respect to the Class III-A-1 Certificates and the Distribution Date in February
      2006, 5.5677% per annum, and with respect to any Distribution Date thereafter,
      a
      per annum rate equal to the weighted average Net Mortgage Rate of the Group
      III
      Loans for the related Distribution Date.

     

    With
      respect to the Class III-A-2 Certificates and the Distribution Date in February
      2006, 5.5677% per annum, and with respect to any Distribution Date thereafter,
      a
      per annum rate equal to the weighted average Net Mortgage Rate of the Group
      III
      Loans for the related Distribution Date.

     

    With
      respect to the Class IV-A-1 Certificates and the Distribution Date in February
      2006, 5.3350% per annum, and with respect to any Distribution Date thereafter,
      a
      per annum rate equal to the weighted average Net Mortgage Rate of the Group
      IV
      Loans for the related Distribution Date.

     

    With
      respect to the Class IV-A-2 Certificates and the Distribution Date in February
      2006, 5.3350% per annum, and with respect to any Distribution Date thereafter,
      a
      per annum rate equal to the weighted average Net Mortgage Rate of the Group
      IV
      Loans for the related Distribution Date.

     

    With
      respect to the Class V-A-1 Certificates and the Distribution Date in February
      2006, 5.8420% per annum, and with respect to any Distribution Date thereafter,
      a
      per annum rate equal to the weighted average Net Mortgage Rate of the Group
      V
      Loans for the related Distribution Date.

     

    With
      respect to the Class V-A-2 Certificates and the Distribution Date in February
      2006, 5.8420% per annum, and with respect to any Distribution Date thereafter,
      a
      per annum rate equal to the weighted average Net Mortgage Rate of the Group
      V
      Loans for the related Distribution Date.

     

    With
      respect to the Class A-R Certificates and the Distribution Date in February
      2006, 5.5064% per annum, and with respect to any Distribution Date thereafter,
      a
      per annum rate equal to the weighted average Net Mortgage Rate on the Group
      II
      Loans for the related Distribution Date.

     

    With
      respect to the Group II-V Subordinate Certificates and the Distribution Date
      in
      February 2006, 5.5263% per annum, and with respect to any Distribution Date
      thereafter, a per annum rate equal to (1) the sum of the following for each
      Group II-V Loan Group: the product of (x) the weighted average Net Mortgage
      Rate
      of the related Loans and (y) the Subordinate Amount immediately prior to that
      Distribution Date, divided by (2) the aggregate Certificate Principal Balance
      of
      the Group II-V Subordinate Certificates immediately prior to that Distribution
      Date. For federal income tax purposes, the pass-through rate on the Group II-V
      Subordinate Certificates will equal the weighted average of the Uncertificated
      REMIC A Pass-Through Rates on each REMIC A Regular Interest ending with the
      designation “SUB,” weighted on the basis of the Uncertificated Principal Balance
      of each such REMIC A Regular Interest.

     

    With
      respect to the Class I-CE Certificates and any Distribution Date, a rate per
      annum equal to the percentage equivalent of a fraction, the numerator of which
      is the sum of the amounts calculated pursuant to clauses (i) through (xvi)
      below, and the denominator of which is the aggregate Uncertificated Principal
      Balances of REMIC II Regular Interest AA, REMIC II Regular Interest I-A-1,
      REMIC
      II Regular Interest I-A-2, REMIC II Regular Interest I-A-3, REMIC II Regular
      Interest I-A-4, REMIC II Regular Interest I-M-1, REMIC II Regular Interest
      I-M-2, REMIC II Regular Interest I-M-3, REMIC II Regular Interest I-M-4, REMIC
      II Regular Interest I-M-5, REMIC II Regular Interest I-M-6, REMIC II Regular
      Interest I-M-7, REMIC II Regular Interest I-M-8 and REMIC II Regular Interest
      ZZ. For purposes of calculating the Pass-Through Rate for the Class I-CE
      Certificates, the numerator is equal to the sum of the following
      components:

     

    
      	 	
              (i)

            	
              the
                Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest
                AA
                minus the Marker Rate, applied to an amount equal to the Uncertificated
                Balance of REMIC II Regular Interest
                AA;

            


    

     

    
      	 	
              (ii)

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

            


    

     

    
      	 	
              (iii)

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

            


    

     

    
      	 	
              (iv)

            	
              the
                Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest
                I-A-3 minus the Marker Rate, applied to an amount equal to the
                Uncertificated Principal Balance of REMIC II Regular Interest
                I-A-2;

            


    

     

    
      	 	
              (v)

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

            


    

     

    
      	 	
              (vi)

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

            


    

     

    
      	 	
              (vii)

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

            


    

     

    
      	 	
              (viii)

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

            


    

     

    
      	 	
              (ix)

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

            


    

     

    
      	 	
              (x)

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

            


    

     

    
      	 	
              (xi)

            	
              the
                Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest
                I-M-6 minus the Marker Rate, applied to an amount equal to the
                Uncertificated Principal Balance of REMIC II Regular Interest
                I-M-6;

            


    

     

    
      	 	
              (xii)

            	
              the
                Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest
                I-M-7 minus the Marker Rate, applied to an amount equal to the
                Uncertificated Principal Balance of REMIC II Regular Interest
                I-M-7;

            


    

     

    
      	 	
              (xiii)

            	
              the
                Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest
                I-M-8 minus the Marker Rate, applied to an amount equal to the
                Uncertificated Principal Balance of REMIC II Regular Interest
                I-M-8;

            


    

     

    
      	 	
              (xiv)

            	
              the
                Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest
                ZZ
                minus the Marker Rate, applied to an amount equal to the Uncertificated
                Principal Balance of REMIC II Regular Interest ZZ;
                

            


    

     

    
      	 	
              (xv)

            	
              100%
                of the interest distributable on REMIC II Regular Interest
                I-P1;

            


    

     

    
      	 	
              (xvi)

            	
              100%
                of the interest distributable on REMIC II Regular Interest
                I-P2.

            


    

     

    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.

     

    Periodic
      Rate Cap:
      With
      respect to each Loan and any Adjustment Date therefor, the fixed percentage
      set
      forth in the related Mortgage Note, which is the maximum amount by which the
      Mortgage Rate for such Loan may increase or decrease (without regard to the
      Maximum Mortgage Rate or the Minimum Mortgage Rate) on such Adjustment Date
      from
      the Mortgage Rate in effect immediately prior to such Adjustment
      Date.

     

    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 (which shall not be an expense of the Securities
      Administration or the Trustee) that the transfer of an Ownership Interest in
      a
      Residual Certificate to such Person may cause any REMIC 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.

     

    Plan:
      As
      defined in Section 5.2.

     

    Plan
      Assets:
      As
      defined in Section 5.2.

     

    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
      and
      the Trustee 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
                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:
      For any
      Distribution Date and each Servicer, the period specified 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:
      Principal Distribution Amount for any Distribution Date and a Group II-V Loan
      Group will be the sum of:

     

    (1) Monthly
      Payments on the related Loans due during the related Due Period;

     

    (2) the
      principal portion of repurchase proceeds received with respect to the related
      Loans which were repurchased as permitted or required pursuant to Section 2.3
      of
      this Agreement during the related Prepayment Period; 

     

    (3) any
      other
      unscheduled payments of principal which were received on the related Loans
      during the related Prepayment Period, other than Payoffs, Curtailments or
      Liquidation Principal; plus

     

    (4) Transfer
      Payments Received, plus interest thereon, for such Group II-V Loan Group and
      Distribution Date; minus

     

    (5) Transfer
      Payments Made, plus interest thereon, from such Group II-V Loan Group and
      Distribution Date.

     

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

     

    Principal
      Prepayment Amount:
      On any
      Distribution Date and for any Group II-V Loan Group, the sum of (i) Curtailments
      received during the related Prepayment Period, (ii) Payoffs received during
      the
      related Prepayment Period and (iii) Subsequent Recoveries, Liquidation Proceeds
      and Insurance Proceeds received during the related Prepayment
      Period.

     

    Protected
      Account:
      An
      account or accounts established and maintained for the benefit of the related
      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 Sponsor 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), (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 advanced 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 advanced 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 (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, Moody’s and Fitch; 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:
      With
      respect to any Distribution Date and any Liquidated 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 Nonrecoverable Advances with respect to such Loan
      which
      have been reimbursed from amounts received in respect of the Loans in such
      Loan
      Group other than the related Loan, and (ii) the accrued interest on such Loan
      remaining unpaid and the interest portion of Nonrecoverable Advances with
      respect to such Loan which have been reimbursed from amounts received in respect
      of the Loans in such Loan Group other than the related 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. In addition, to the extent a 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 recoveries are applied
      to reduce the Certificate Principal Balance of any Class of Certificates on
      any
      Distribution Date.

     

    Record
      Date:
      With
      respect to the Group I Certificates (other than the Class I-CE, Class I-P1,
      Class I-P2 and Class I-R Certificates) and any Distribution Date, the Business
      Day preceding such Distribution Date. The Record Date for the Class I-CE, Class
      I-P1, Class I-P2, Class I-R and Group II-V Certificates and any Distribution
      Date is the last business day of the month immediately preceding the month
      in
      which the related Distribution Date occurs.

     

    Reference
      Banks:
      Barclays Bank PLC, The Tokyo Mitsubishi Bank and National Westminster Bank
      PLC
      and their successors in interest; provided, however, that if any of the
      foregoing banks are not suitable to serve as a Reference Bank, then any leading
      banks selected by the Securities Administrator which are engaged in transactions
      in Eurodollar deposits in the International Eurocurrency market (i) with an
      established place of business in London, (ii) not controlling, under the control
      of or under common control with the Depositor or any Affiliate thereof and
      (iii)
      which have been designated as such by the Securities Administrator.

     

    Regular
      Interest Certificates:
      The
      Certificates, other than the Class R 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.

     

    Regulation
      S Permanent Global Certificate:
      As
      defined in Section 5.1.

     

    Regulation
      S Temporary Global Certificate:
      As
      defined in Section 5.1.

     

    Release
      Date: The
      40th
      day
      after the later of (i) commencement of the offering of the Certificates and
      (ii)
      the Closing Date. 

     

    Relevant
      Servicing Criteria:
      Means
      the Servicing Criteria applicable to the various parties, as set forth on
Exhibit
      E
      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 a Servicer, the term “Relevant Servicing Criteria” may refer to a
      portion of the Relevant Servicing Criteria applicable to such
      parties.

     

    Relief
      Act:
      The
      Servicemembers Relief Act of 2003, as amended, or similar state or local
      laws.

     

    Relief
      Act Interest Shortfall:
      With
      respect to any Distribution Date and a Loan, any 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.

     

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

     

    REMIC
      A:
      The
      segregated pool of assets, with respect to which a REMIC election is to be
      made,
      consisting of: (i) the Group II-V 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 such
      Loans (exclusive of any late payment charges 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 and belonging to the Trust Fund; (iii)
      any
      REO Property in respect of a Group II-V Loans; (iv) the primary hazard insurance
      policies, if any, the primary insurance policies, if any, and all other
      insurance policies with respect to the Group II-V Loans; and (v) the Depositor’s
      interest in respect of the representations and warranties made by the Sponsor
      in
      the Mortgage Loan Purchase Agreement as assigned to the Trustee pursuant to
      Section 2.1 hereof. 

     

    REMIC
      A Regular Interests:
       Any
      of
      the separate non-certificated beneficial ownership interests in REMIC A (as
      defined in the Preliminary Statement) issued hereunder and designated as a
      Regular Interest in REMIC A. Each REMIC A Regular Interest shall accrue interest
      at the related Uncertificated REMIC A 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
      A Subordinate Balance Ratio:
      The
      ratio among the Uncertificated Principal Balances of each of the REMIC A Regular
      Interests ending with the designation “SUB,” equal to the ratio
      among:

     

    
      	 	
              (1)

            	
              the
                excess of (x) the aggregate Scheduled Principal Balance of the Group
                II
                Loans over (y) the aggregate Certificate Principal Balance of the
                Group II
                Senior Certificates;

            


    

     

    
      	 	
              (2)

            	
              the
                excess of (x) the aggregate Scheduled Principal Balance of the Group
                III
                Loans over (y) the aggregate Certificate Principal Balance of the
                Group
                III Senior Certificates.

            


    

     

    
      	 	
              (3)

            	
              the
                excess of (x) the aggregate Scheduled Principal Balance of the Group
                IV
                Loans over (y) the aggregate Certificate Principal Balance of the
                Group IV
                Senior Certificates; and

            


    

     

    
      	 	
              (4)

            	
              the
                excess of (x) the aggregate Scheduled Principal Balance of the Group
                V
                Loans over (y) the aggregate Certificate Principal Balance of the
                Group V
                Senior Certificates.

            


    

     

    REMIC
      B:
      The
      pool of assets consisting of the REMIC A 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
      B Certificates:
       Group
      II
      Senior Certificates, Group III Senior Certificates, Group IV Senior
      Certificates, Group V Senior Certificates, Group II-V Subordinate Certificates,
      Class II/V-P1 Certificates, Class II/V-P2 Certificates and the Class A-R
      Certificates.

     

    REMIC
      B Regular Interests:
       Any
      of
      the Group II-V Certificates (other than the Class A-R Certificates), the Class
      II/V-P1 Certificates and the Class II/V-P2 Certificates.

     

    REMIC
      Opinion:
      An
      Opinion of Counsel stating that, under the REMIC Provisions, any contemplated
      action will not 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).

     

    REMIC
      Provisions:
      Provisions of the federal income tax law relating to real estate mortgage
      investment conduits which appear at Section 860A through 860G of Subchapter
      M of Chapter 1 of the Code, and related provisions, and regulations and rulings
      promulgated thereunder, as the foregoing may be in effect from time to
      time.

     

    REMIC
      Regular Interests:
      Any of
      the REMIC I Regular Interests, REMIC II Regular Interests, REMIC III Regular
      Interests, REMIC A Regular Interests or REMIC B Regular Interests.

     

    REMIC
      I:
      The
      segregated pool of assets, with respect to which a REMIC election is to be
      made,
      consisting of: (i) the Group I 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 such
      Loans (exclusive of any late payment charges received on the Group I 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 and belonging to the Trust Fund; (iii)
      any
      REO Property in respect of a Group I Loans; (iv) the primary hazard insurance
      policies, if any, the primary insurance policies, if any, and all other
      insurance policies with respect to the Group I Loans; and (v) the Depositor’s
      interest in respect of the representations and warranties made by the Sponsor
      in
      the Mortgage Loan Purchase Agreement as assigned to the Trustee pursuant to
      Section 2.1 hereof. Notwithstanding the foregoing, however, REMIC I
      specifically excludes the Group I Reserve Fund, the Group I Swap Agreement
      and
      Supplemental Interest Trust and any payments made thereunder.

     

    REMIC
      I Regular Interests:
       Any
      of
      the separate non-certificated beneficial ownership interests in REMIC I (as
      defined in the Preliminary Statement) 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.

     

    REMIC
      II 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 Group I Mortgage Loans and REO
      Properties then outstanding and (ii) the Uncertificated REMIC II Pass-Through
      Rate for REMIC II Regular Interest AA minus the Marker Rate, divided by (b)
      12.

     

    REMIC
      II Overcollateralization Amount:
      With
      respect to any date of determination, (i) 1% of the aggregate Uncertificated
      Principal Balances of the REMIC II Regular Interests minus (ii) the aggregate
      of
      the Uncertificated Principal Balances of REMIC II Regular Interest I-A-1, REMIC
      II Regular Interest I-A-2, REMIC II Regular Interest I-A-3, REMIC II Regular
      Interest I-A-4, REMIC II Regular Interest I-M-1, REMIC II Regular Interest
      I-M-2, REMIC II Regular Interest I-M-3, REMIC II Regular Interest I-M-4, REMIC
      II Regular Interest I-M-5, REMIC II Regular Interest I-M-6, REMIC II Regular
      Interest I-M-7 and REMIC II Regular Interest I-M-8 in each case as of such
      date
      of determination.

     

    REMIC
      II 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 Mortgage 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 II Regular
      Interest I-A-1, REMIC II Regular Interest I-A-2, REMIC II Regular Interest
      I-A-3, REMIC II Regular Interest I-A-4, REMIC II Regular Interest I-M-1, REMIC
      II Regular Interest I-M-2, REMIC II Regular Interest I-M-3, REMIC II Regular
      Interest I-M-4, REMIC II Regular Interest I-M-5, REMIC II Regular Interest
      I-M-6, REMIC II Regular Interest I-M-7 and REMIC II Regular Interest I-M-8
      and
      the denominator of which is the aggregate of the Uncertificated Principal
      Balances of REMIC II Regular Interest I-A-1, REMIC II Regular Interest I-A-2,
      REMIC II Regular Interest I-A-3, REMIC II Regular Interest I-A-4, REMIC II
      Regular Interest I-M-1, REMIC II Regular Interest I-M-2, REMIC II Regular
      Interest I-M-3, REMIC II Regular Interest I-M-4, REMIC II Regular Interest
      I-M-5, REMIC II Regular Interest I-M-6, REMIC II Regular Interest I-M-7, REMIC
      II Regular Interest I-M-8 and REMIC II Regular Interest ZZ.

     

    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 Interests:
       Any
      of
      the separate non-certificated beneficial ownership interests in REMIC II (as
      defined in the Preliminary Statement) 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.

     

    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 Interests:
      Any of
      the Group I Certificates (other than the Class I-R Certificates).

     

    REMIC
      III Certificates: The
      Group
      I Senior Certificates, Mezzanine Certificates, Class I-P1 Certificates, Class
      I-P2 Certificates and the Class I-R Certificates. 

     

    Remittance
      Report:
      A
      report by the Securities Administrator pursuant to
      Section 4.6.

     

    RFC:
      Residential Funding Corporation, or any successor thereto.

     

    RFC
      Servicing Agreement:
      The
      Standard Terms and Provisions of Sale and Servicing Agreement, dated as of
      August 22, 2005 between the Sponsor and RFC, as amended by Regulation AB
      Compliance Addendum to Standard Terms and Provisions of Sale and Servicing
      Agreement dated as of January 1, 2006 (as modified pursuant to the related
      Assignment Agreement).

     

    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 Percentage:
      for any
      Distribution Date and the Group I Loans will be a percentage equal to (a) the
      Group I Required Overcollateralization Amount divided by (b) the aggregate
      outstanding principal balance of the Group I 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 Group I Loans incurred
      during the related Prepayment Period). 

     

    Reportable
      Event:
      Has the
      meaning set forth in Section 3.28(b) of this Agreement.

     

    Residual
      Certificateholder:
      The
      registered Holder of a Class R Certificate (which is comprised of the Class
      I-R
      Certificates and Class A-R Certificates).

     

    Residual
      Certificates:
      The
      Class R Certificates (which is comprised of the Class I-R Certificates and
      Class
      A-R Certificates). Components R-1, R-2 and R-3 of the Class I-R Certificates
      are
      hereby designated as the sole Class of “residual interests” in each of REMIC I,
      REMIC II and REMIC III, respectively. Components R-A and R-B of the Class A-R
      Certificates are hereby designated as the sole Class of “residual interests” in
      each of REMIC A and REMIC B, respectively.

     

    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, 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, National Association 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.

     

    Senior
      Certificates:
      The
      Class I-A-1, Class I-A-2, Class I-A-3, Class I-A-4, Class II-A-1, Class II-A-2,
      Class III-A-1, Class III-A-2, Class IV-A-1, Class IV-A-2, Class V-A-1, Class
      V-A-2 and Class A-R Certificates.

     

    Senior
      Interest Distribution Amount:
      For any
      Distribution Date and the Group I Senior Certificates will be equal to the
      Interest Distribution Amount for such Distribution Date for such Certificates
      and the Interest Carry Forward Amount, if any, for such Distribution Date for
      such Certificates.

     

    Senior
      Interest Shortfall Amount:
      For any
      Distribution Date and the Senior Certificates of a Group II-V Loan Group will
      be
      equal to that amount by which the Interest Distribution Amount payable to the
      related Senior Certificates on such Distribution Date exceeds the related
      Available Distribution Amount for such Distribution Date.

     

    Senior
      Liquidation Amount:
      For any
      Distribution Date and a Group II-V Loan Group, the aggregate with respect to
      each Loan in such Group II-V Loan Group which became a Liquidated Loan during
      the related Prepayment Period, of the lesser of: (i) the related Senior
      Percentage of the Principal Balance of such Loan, and (ii) the related Senior
      Prepayment Percentage of the Liquidation Principal with respect to such
      Loan.

     

    Senior
      Percentage:
      As of
      the Closing Date, 94.25% for each Group II-V Loan Group; thereafter, for any
      Distribution Date, the percentage equivalent of a fraction, the numerator of
      which is the aggregate Certificate Principal Balance of the related Senior
      Certificates, immediately preceding such Distribution Date, and the denominator
      of which is the aggregate Scheduled Principal Balance of the Loans in such
      Group
      II-V Loan Group, in each case as of the first day of the related Due
      Period.

     

    Senior
      Prepayment Percentage:
      For any
      Group II-V Loan Group and any Distribution Date, the percentage indicated in
      the
      following table:

     

    
      	
              Distribution
                Date Occurring In

            	 	
              Senior
                Prepayment Percentage

            
	
              February
                2006 through January 2013

            	 	
              100%

            
	
              February
                2013 through January 2014

            	 	
              Senior
                Percentage + 70% of the Subordinate Percentage

            
	
              February
                2014 through January 2015

            	 	
              Senior
                Percentage + 60% of the Subordinate Percentage

            
	
              February
                2015 through January 2016

            	 	
              Senior
                Percentage + 40% of the Subordinate Percentage

            
	
              February
                2016 through January 2017

            	 	
              Senior
                Percentage + 20% of the Subordinate Percentage

            
	
              February
                2017 and thereafter

            	 	
              Senior
                Percentage (unless on any Distribution Date, the Senior Percentage
                with
                respect to a Group II-V Senior Certificate exceeds the initial Senior
                Percentage of such Group II-V Senior Certificate as of the Closing
                Date,
                in which case such Senior Prepayment Percentage for all Group II-V
                Senior
                Certificates for such Distribution Date will once again equal
                100%)

            


    

    


    Notwithstanding
      the foregoing, the related Senior Prepayment Percentage for any Group II-V
      Loan
      Group will equal 100% unless both of the step down conditions listed below
      are
      satisfied with respect to all of the Group II-V Loans:

     

    ·     
      the
      aggregate principal balance of all of the Group II-V Loans delinquent 60 days
      or
      more (including Group II-V Loans in foreclosure, real estate owned by the Trust
      Fund and Group II-V Loans
      the
      Mortgagors of which are in bankruptcy) (averaged over the preceding six month
      period), as a percentage of (a) if such date is on or prior to a Senior
      Termination Date, the Subordinate Percentage of the aggregate principal balance
      of the Group II-V Loans, or (b) if such date is after a Senior Termination
      Date,
      the aggregate Certificate Principal Balance of the Group II-V Subordinate
      Certificates, is less than 50%, and

     

    ·    
      cumulative
      Realized Losses on the Loans in each Group II-V Loan Group do not
      exceed:

     

    
      	 	
              ·

            	
              for
                the Distribution Date on the seventh anniversary of the first Distribution
                Date, 30% of (i) if such date is on or prior to a Senior Termination
                Date,
                the Subordinate Percentage of the aggregate principal balance of
                the Loans
                in each Group II-V Loan Group as of the Cut-Off Date or (ii) if such
                date
                is after a Senior Termination Date, the aggregate Certificate Principal
                Balance of the Group II-V Subordinate Certificates as of the Closing
                Date
                (in either case, the “Original Subordinate Principal
                Balance”),

            


    

     

    
      	 	
              ·

            	
              for
                the Distribution Date on the eighth anniversary of the first Distribution
                Date, 35% of the Original Subordinate Principal
                Balance,

            


    

     

    
      	 	
              ·

            	
              for
                the Distribution Date on the ninth anniversary of the first Distribution
                Date, 40% of the Original Subordinate Principal
                Balance,

            


    

     

    
      	 	
              ·

            	
              for
                the Distribution Date on the tenth anniversary of the first Distribution
                Date, 45% of the Original Subordinate Principal Balance,
                and

            


    

     

    
      	 	
              ·

            	
              for
                the Distribution Date on the eleventh anniversary of the first
                Distribution Date, 50% of the Original Subordinate Principal Balance.
                

            


    

     

    Notwithstanding
      the preceding paragraphs, if (x) on or before the Distribution Date in January
      2009, the Aggregate Subordinate Percentage is at least 200% of the Aggregate
      Subordinate Percentage as of the Closing Date, the delinquency test set forth
      above is satisfied and cumulative Realized Losses do not exceed 20% of the
      Original Subordinate Principal Balance, the related Senior Prepayment Percentage
      will equal the related Senior Percentage for that Distribution Date plus 50%
      of
      the amount equal to 100% minus the related Senior Percentage for that
      Distribution Date and (y) after the Distribution Date in January 2009, the
      Aggregate Subordinate Percentage is at least 200% of the Aggregate Subordinate
      Percentage as of the Closing Date, the delinquency test set forth above is
      satisfied and cumulative Realized Losses do not exceed 30% of the Original
      Subordinate Principal Balance (the “Two Times Test”), the related Senior
      Prepayment Percentage will equal the Senior Percentage.

     

    Senior
      Principal Distribution Amount:
      With
      respect to any Distribution Date and a Group II-V Loan Group, the sum of the
      following for that Distribution Date:

     

    
      	 	
              (1)

            	
              the
                related Senior Percentage of the related Principal Distribution
                Amount;

            


    

     

    
      	 	
              (2)

            	
              the
                related Senior Prepayment Percentage of the related Principal Prepayment
                Amount; and

            


    

     

    
      	 	
              (3)

            	
              the
                related Senior Liquidation Amount.

            


    

     

    Senior
      Termination Date:
      With
      respect to a Group II-V Loan Group, the date on which the aggregate Certificate
      Principal Balance of the Group II-V Senior Certificates related to such Group
      II-V has been reduced to zero.

     

    Servicer:
      Countrywide, GMAC, GreenPoint, National City, RFC, Franklin Bank, IndyMac and
      Wells Fargo, as applicable, or any successor appointed under the applicable
      Servicing Agreement.

     

    Servicer
      Remittance Date:
      With
      respect to each Distribution Date and each Servicer, the date specified 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
      prior to or on or after the Cut-Off Date by the related Servicer in connection
      with a default, delinquency or other unanticipated event by the related 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
      Agreements:
      The
      Countrywide Servicing Agreement, the GMAC 2004 Servicing Agreement, the GMAC
      2005 Servicing Agreement, the GreenPoint Servicing Agreement, the National
      City
      Servicing Agreement, the RFC Servicing Agreement, the Franklin Bank Servicing
      Agreement, the IndyMac Servicing Agreement and the Wells Fargo Servicing
      Agreement, each as modified by the related Assignment 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:
      As set
      forth in the related Servicing Agreement and the Loan Schedule.

     

    Servicing
      Function Participant:
      Means
      any Sub-Servicer or any other Person, other than each Servicer, the Master
      Servicer, each Custodian, the Trustee and the Securities Administrator, that
      is
“participating in the servicing function” within the meaning of Item 1122 of
      Regulation AB, unless such Person’s activities relate only to 5% or less of the
      Mortgage Loans. 

     

    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
      Hazard Coverage: As
      of the
      Cut-Off Date $4,056,004.50. On each Anniversary, the Special Hazard Coverage
      will be reduced to an amount equal to the lesser of:

     

    
      	 	
              (1)

            	
              the
                greatest of:

            


    

     

    
      	
            	(a)	
              the
                aggregate principal balance of the Group II-V Loans located in the
                California zip code containing the largest aggregate principal balance
                of
                the Group II-V Loans;

            


      	 	 	 


      	 	(b)	 1.0%
              of the aggregate Principal Balance of the Group II-V Loans;
              and


      	 	 	 


      	 	(c) 	
              twice
                the Principal Balance of the largest Group II-V Loan, calculated
                as of the
                Due Date in the immediately preceding month (after giving effect
                to all
                scheduled payments whether or not received);
                and

            


    

     

    
      	 	
              (2)

            	
              the
                Special Hazard Coverage as of the Cut-Off Date as reduced by the
                Special
                Hazard Losses allocated to the Group II-V Certificates since the
                Cut-Off
                Date.

            


    

     

    Special
      Hazard Loss:
      The
      occurrence of any direct physical loss or damage to a Mortgaged Property
      relating to a Liquidated Loan, as reported by the related Servicer, not covered
      by a standard hazard maintenance policy with extended coverage which is caused
      by or results from any cause except: (i) fire, lightning, windstorm, hail,
      explosion, riot, riot attending a strike, civil commotion, vandalism, aircraft,
      vehicles, smoke, sprinkler leakage, except to the extent of that portion of
      the
      loss which was uninsured because of the application of a co-insurance clause
      of
      any insurance policy covering these perils; (ii) normal wear and tear, gradual
      deterioration, inherent vice or inadequate maintenance of all or part thereof;
      (iii) errors in design, faulty workmanship or materials, unless the collapse
      of
      the property or a part thereof ensues and then only for the ensuing loss; (iv)
      nuclear reaction or nuclear radiation or radioactive contamination, all whether
      controlled or uncontrolled and whether such loss be direct or indirect,
      proximate or remote or be in whole or in part caused by, contributed to or
      aggravated by a peril covered by this definition of Special Hazard Loss; (v)
      hostile or warlike action in time of peace or war, including action in
      hindering, combating or defending against an actual, impending or expected
      attack (a) by any government or sovereign power (dejure or defacto), or by
      an
      authority maintaining or using military, naval or air forces, (b) by military,
      naval or air forces, or (c) by an agent of any such government, power, authority
      or forces; (vi) any weapon of war employing atomic fission or radioactive force
      whether in time of peace or war; (vii) insurrection, rebellion, revolution,
      civil war, usurped power or action taken by governmental authority in hindering,
      combating or defending against such occurrence; or (viii) seizure or destruction
      under quarantine or customs regulations, or confiscation by order of any
      government or public authority.

     

    Special
      Servicer: A
      designee of the Sponsor 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 6.7 of this Agreement and (v)
      is
      reasonably acceptable to the Master Servicer.

     

    Special
      Servicer Agreement:
      An
      agreement among the Special Servicer, the Sponsor, 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.

     

    Sponsor:
      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.

     

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

     

    Subordinate
      Amount:
      For any
      Group II-V Loan Group on any date of determination will be the excess of the
      aggregate principal balance of the related Group II-V Loans over the aggregate
      Certificate Principal Balance of the related Group II-V Senior
      Certificates.

     

    Subordinate
      Certificates:
      The
      Mezzanine Certificates, the Group II-V Subordinate Certificates and Class I-CE
      Certificates.

     

    Subordinate
      Liquidation Amount:
      For a
      Distribution Date and a Group II-V Loan Group, the excess, if any, of (i) the
      aggregate Liquidation Principal for all Group II-V Loans in such Loan Group
      which became Liquidated Loans during the related Prepayment Period, over (ii)
      the related Senior Liquidation Amount for such Distribution Date during the
      related Prepayment Period.

     

    Subordinate
      Percentage:
      For any
      Distribution Date and a Group II-V Loan Group, 100% minus the related Senior
      Percentage for such Distribution Date. As of the Closing Date, the Subordinate
      Percentage will be 5.75% for each Group II-V Loan Group.

     

    Subordinate
      Prepayment Percentage:
      For any
      Distribution Date, 100% minus the related Senior Prepayment Percentage for
      such
      Distribution Date. As of the Closing Date, the Subordinate Prepayment Percentage
      will be 0% for all Group II-V Loan Groups.

     

    Subordinate
      Principal Distribution Amount:
      With
      respect to any Distribution Date and a Group II-V Loan Group, an amount equal
      to
      the sum of the following for that Distribution Date:

     

    
      	 	
              (1)

            	
              the
                related Subordinate Percentage of the related Principal Distribution
                Amount;

            


    

     

    
      	 	
              (2)

            	
              the
                related Subordinate Principal Prepayment Amount;
                and

            


    

     

    
      	 	
              (3)

            	
              the
                related Subordinate Liquidation
                Amount.

            


    

     

    provided,
      however, that the Subordinate Principal Distribution Amount shall be reduced
      by
      the amounts described in Section 4.1(q). Any reduction in the Subordinate
      Principal Distribution Amount pursuant to the foregoing proviso shall offset
      the
      amount calculated pursuant to clause (1), clause (3) and clause (2) above,
      in
      that order.

     

    Subordinate
      Principal Prepayment Amount:
      For any
      Distribution Date and a Group II-V Loan Group, the Subordinate Prepayment
      Percentage of the Principal Prepayment Amount for such Distribution
      Date.

     

    Subordination
      Level:
      On any
      specified date and any Class of Group II-V Subordinate Certificates, the
      percentage obtained by dividing: (1) the sum of the aggregate Certificate
      Principal Balances of all Classes of Group II-V Subordinate Certificates which
      are subordinate in right of payment to such Class as of such date, before giving
      effect to distributions of principal or allocations of Realized Losses on the
      Group II-V Loans on such date; by (2) the sum of the aggregate Certificate
      Principal Balances of all Classes of Group II-V Certificates as of such date,
      before giving effect to distributions of principal or allocations of Realized
      Losses on the Group II-V Loans on such date.

     

    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.

     

    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-to-Value Ratio as of the date of substitution equal to or lower
      than the Loan-to-Value Ratio of the Deleted Loan as of such date, (vi) have
      a
      risk grading at least equal to the risk grading assigned on the Deleted Loan,
      (vii) is a “qualified mortgage” as defined in the REMIC Provisions and (viii)
      conform to each representation and warranty set forth in Section 6 of the
      Mortgage Loan Purchase Agreement applicable to the Deleted Loan. In the event
      that one or more mortgage loans are substituted for one or more Deleted Loans,
      the amounts described in clause (i) hereof shall be determined on the basis
      of
      aggregate principal balances, the Mortgage Interest Rates described in clause
      (ii) hereof shall be determined on the basis of weighted average Mortgage
      Interest Rates, the terms described in clause (iii) hereof shall be determined
      on the basis of weighted average remaining term to maturity, the Loan-to-Value
      Ratios described in clause (v) hereof shall be satisfied as to each such
      mortgage loan, the risk gradings described in clause (vi) hereof shall be
      satisfied as to each such mortgage loan and, except to the extent otherwise
      provided in this sentence, the representations and warranties described in
      clause (viii) hereof must be satisfied as to each Substitute Loan or in the
      aggregate, as the case may be.

     

    Supplemental
      Interest Trust:
      The
      corpus of a trust created pursuant to Section 4.8 of this Agreement and
      designated as the “Supplemental Interest Trust,” consisting of the Group I Swap
      Agreement, the Class IO Interest and the right to receive payments in respect
      of
      the Class IO Distribution Amount. For the avoidance of doubt, the Supplemental
      Interest Trust does not constitute a part of the Trust Fund.

     

    Tax
      Matters Person:
      The
      Holder of the Class I-R Certificates issued hereunder or any Permitted
      Transferee of such Class I-R Certificateholder shall be the initial “tax matters
      person” for REMIC I, REMIC II and REMIC III within the meaning of
      Section 6231(a)(7) of the Code. The Holder of the Class A-R Certificates
      issued hereunder or any Permitted Transferee of such Class A-R Certificateholder
      shall be the initial “tax matters person” for REMIC A and REMIC B within the
      meaning of Section 6231(a)(7) of the Code.

     

    Termination
      Price:
      As
      defined in Section 9.1.

     

    Transferee:
      Any
      Person who is acquiring by an Ownership Interest in a Junior Subordinate
      Certificate or Residual Certificate.

     

    Transfer
      Payment: With
      respect to any Distribution Date and an Undercollateralized Group, the excess,
      if any, of the Certificate Principal Balance of the Group II-V Senior
      Certificates related to such Undercollateralized Group immediately prior to
      such
      Distribution Date over the aggregate Principal Balance of the Loans in such
      Group II-V Loan Group at the end of the Prepayment Period related to the
      immediately preceding Distribution Date.

     

    Transfer
      Payment Received:
      The
      Transfer Payment received by the Undercollateralized Group.

     

    Transfer
      Payment Made:
      The
      Transfer Payment made by the Overcollateralized Group.

     

    Trust
      Fund:
      Collectively, all of the assets of REMIC I, REMIC II, REMIC III, REMIC A or
      REMIC B the Group I Reserve Fund and any amounts on deposit therein and any
      proceeds thereof. For the avoidance of doubt, the Trust Fund does not include
      the Supplemental Interest Trust. 

     

    Trust
      REMIC:
      Any of
      REMIC I, REMIC II, REMIC III, REMIC A or REMIC B.

     

    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 REMIC Regular Interest on each Distribution Date, an amount
      equal to one month’s interest at the related Uncertificated Pass-Through Rate on
      the Uncertificated Principal Balance of such 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.

     

    Uncertificated
      Principal Balance:
      With
      respect to each 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 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 Sections 4.1 and 4.3, as applicable and, if and
      to
      the extent necessary and appropriate, shall be further reduced on such
      Distribution Date by Realized Losses, as provided in Sections 4.2. The
      Uncertificated Principal Balance of each REMIC Regular Interest shall never
      be
      less than zero.

     

    Uncertificated
      REMIC A Pass-Through Rate:
      With
      respect to each REMIC A Regular Interest ending with the designation “SUB,” and
      REMIC A Regular Interest ZZZ, the weighted average of the Net Mortgage Rates
      of
      the Group II-V Loans, weighted on the basis of the respective Scheduled
      Principal Balance of each such Loan as of the beginning of the Due Period
      immediately preceding the related Distribution Date. With respect to REMIC
      A
      Regular Interest LT-2GRP, the weighted average of the Net Mortgage Rates of
      the
      Group II Loans, weighted on the basis of the respective Scheduled Principal
      Balance of each such Loan as of the beginning of the Due Period immediately
      preceding the related Distribution Date. With respect to REMIC A Regular
      Interest LT-3GRP, the weighted average of the Net Mortgage Rates of the Group
      III Loans, weighted on the basis of the respective Scheduled Principal Balance
      of each such Loan as of the beginning of the Due Period immediately preceding
      the related Distribution Date. With respect to REMIC A Regular Interest LT-4GRP,
      the weighted average of the Net Mortgage Rates of the Group IV Loans, weighted
      on the basis of the respective Scheduled Principal Balance of each such Loan
      as
      of the beginning of the Due Period immediately preceding the related
      Distribution Date. With respect to REMIC A Regular Interest LT-5GRP, the
      weighted average of the Net Mortgage Rates of the Group V Loans, weighted on
      the
      basis of the respective Scheduled Principal Balance of each such Loan as of
      the
      beginning of the Due Period immediately preceding the related Distribution
      Date.
      With respect to REMIC A Regular Interest A-R, the weighted average of the Net
      Mortgage Rates of the Group II Loans, weighted on the basis of the respective
      Scheduled Principal Balance of each such Loan as of the beginning of the Due
      Period immediately preceding the related Distribution Date. With respect to
      REMIC A Regular Interest II/V-P1 and REMIC A Regular Interest II/V-P2,
      0.00%.

     

    Uncertificated
      REMIC I Pass-Through Rate:
      With
      respect to REMIC I Regular Interest A-I, a per annum rate equal to the weighted
      average of the Net Mortgage Rates of the Group I Loans. With respect to each
      REMIC I Regular Interest ending with the designation “A”, a per annum rate equal
      to the weighted average of the Net Mortgage Rates of the Group I Loans
      multiplied by 2, subject to a maximum rate of 9.7750%. With respect to each
      REMIC I Regular Interest ending with the designation “B”, the greater of (x) a
      per annum rate equal to the excess, if any, of (i) 2 multiplied by the weighted
      average of the Net Mortgage Rates of the Group I Loans over (ii) 9.7750% and
      (y)
      0.00%. With respect to REMIC I Regular Interest I-P1 and REMIC I Regular
      Interest I-P2, the weighted average of the Net Mortgage Rates of the Group
      I
      Loans.

     

    Uncertificated
      REMIC II Pass-Through Rate:
      With
      respect to REMIC II Regular Interest AA, REMIC II Regular Interest I-A-1, REMIC
      II Regular Interest I-A-2, REMIC II Regular Interest I-A-3, REMIC II Regular
      Interest I-A-4, REMIC II Regular Interest I-M-1, REMIC II Regular Interest
      I-M-2, REMIC II Regular Interest I-M-3, REMIC II Regular Interest I-M-4, REMIC
      II Regular Interest I-M-5, REMIC II Regular Interest I-M-6, REMIC II Regular
      Interest I-M-7, REMIC II Regular Interest I-M-8 and REMIC II Regular Interest
      ZZ, a per annum rate (but not less than zero) equal to the weighted average
      of:
      (w) with respect to REMIC I Regular Interest A-I, the Uncertificated REMIC
      I
      Pass-Though Rate for such REMIC I Regular Interest for each such Distribution
      Date, (x) with respect to each REMIC I Regular Interest ending with the
      designation “B”, the weighted average of the Uncertificated REMIC I Pass-Though
      Rate for such REMIC I Regular Interests, weighted on the basis of the
      Uncertificated Principal Balances of such REMIC I Regular Interests for each
      such Distribution Date and (y) with respect to REMIC I Regular Interests ending
      with the designation “A”, for each Distribution Date listed below, the weighted
      average of the rates listed below for each such REMIC I Regular Interest listed
      below, weighted on the basis of the Uncertificated Principal Balances of each
      such REMIC I Regular Interest for each such Distribution Date:

     

    
      	
              Distribution
                Date

            	 	
              REMIC
                I Regular Interest

            	 	
              Rate

            
	
              1

            	 	
              I-1-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	
              2

            	 	
              I-2-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              3

            	 	
              I-3-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                and I-2-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              4

            	 	
              I-4-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-3-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              5

            	 	
              I-5-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-4-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              6

            	 	
              I-6-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-5-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              7

            	 	
              I-7-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-6-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              8

            	 	
              I-8-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-7-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              9

            	 	
              I-9-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-8-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              10

            	 	
              I-10-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-9-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              11

            	 	
              I-11-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-10-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              12

            	 	
              I-12-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-11-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              13

            	 	
              I-13-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-12-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              14

            	 	
              I-14-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-13-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              15

            	 	
              I-15-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-14-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              16

            	 	
              I-16-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-15-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              17

            	 	
              I-17-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-16-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              18

            	 	
              I-18-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-17-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              19

            	 	
              I-19-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-18-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              20

            	 	
              I-20-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-19-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              21

            	 	
              I-21-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-20-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              22

            	 	
              I-22-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-21-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              23

            	 	
              I-23-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-22-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              24

            	 	
              I-24-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-23-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              25

            	 	
              I-25-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-24-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              26

            	 	
              I-26-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-25-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              27

            	 	
              I-27-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-26-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              28

            	 	
              I-28-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-27-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              29

            	 	
              I-29-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-28-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              30

            	 	
              I-30-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-29-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              31

            	 	
              I-31-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-30-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              32

            	 	
              I-32-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-31-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              33

            	 	
              I-33-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-32-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              34

            	 	
              I-34-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-33-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              35

            	 	
              I-35-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-34-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              36

            	 	
              I-36-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-35-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              37

            	 	
              I-37-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-36-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              38

            	 	
              I-38-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-37-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              39

            	 	
              I-39-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-38-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              40

            	 	
              I-40-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-39-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              41

            	 	
              I-41-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-40-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              42

            	 	
              I-42-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-41-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              43

            	 	
              I-43-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-42-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              44

            	 	
              I-44-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-43-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              45

            	 	
              I-45-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-44-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              46

            	 	
              I-46-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-45-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              47

            	 	
              I-47-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-46-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              48

            	 	
              I-47-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-46-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              49

            	 	
              I-47-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-46-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              50

            	 	
              I-47-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-46-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              51

            	 	
              I-47-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-46-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              52

            	 	
              I-47-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-46-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              53

            	 	
              I-47-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-46-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              54

            	 	
              I-47-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-46-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              55

            	 	
              I-47-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-46-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              56

            	 	
              I-47-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-46-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              57

            	 	
              I-47-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-46-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              58

            	 	
              I-47-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-46-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              59

            	 	
              I-47-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-46-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              60

            	 	
              I-47-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-46-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              61

            	 	
              I-47-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-46-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              62

            	 	
              I-47-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-46-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              63

            	 	
              I-47-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-46-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              64

            	 	
              I-47-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-46-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              65

            	 	
              I-47-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-46-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              66

            	 	
              I-47-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-46-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              67

            	 	
              I-47-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-46-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              68

            	 	
              I-68-A
                through I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-67-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              69

            	 	
              I-69-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate 

            
	 	 	
              I-1-A
                through I-68-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            
	
              thereafter

            	 	
              I-1-A
                through I-69-A

            	 	
              Uncertificated
                REMIC I Pass-Through Rate 

            


    

    


    With
      respect to REMIC II Regular Interest IO, and (i) the first Distribution Date
      through the 69th Distribution Date, the excess of (x) the weighted average
      of
      the Uncertificated REMIC I Pass-Through Rates for REMIC I Regular Interests
      including the designation “A”, over (y) 2 multiplied by Swap LIBOR. and (ii)
      thereafter, 0.00%.

     

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

     

    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.

     

    Undercollateralized
      Group:
      With
      respect to any Distribution Date, a Group II-V Loan Group for which the
      aggregate Certificate Principal Balance of the related Group II-V Senior
      Certificates immediately prior to such Distribution Date is greater than the
      aggregate Principal Balance of the Loans in such Group II-V Loan Group at the
      end of the Prepayment Period related to the immediately preceding Distribution
      Date.

     

    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.

     

    Wells
      Fargo:
      Wells
      Fargo Bank, National Association, or any successor thereto.

     

    Wells
      Fargo Custodial Agreement:
      The
      Custodial Agreement dated as of January 1, 2006 among the Trustee, Wells Fargo
      as a Custodian, National City, GreenPoint, GMAC, Countrywide, RFC, Franklin
      Bank
      and Wells Fargo as a Servicer, as may be amended or supplemented from time
      to
      time.

     

    Wells
      Fargo Servicing Agreement:
      Shall
      mean the Servicing Agreement dated December 1, 2005, each between the Sponsor
      and Wells Fargo (as modified pursuant to the related Assignment
      Agreement).

     

    Section
      1.2 Allocation
      of Certain Interest Shortfalls.

     

    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 to the REMIC I Regular Interests, pro
      rata,
      to the extent of one month’s interest at the then applicable respective
      Uncertificated REMIC I Pass-Through Rate on the 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 to the REMIC II Regular Interests, pro
      rata, to the extent of one month’s interest at the then applicable respective
      Uncertificated REMIC II Pass-Through Rate on the Uncertificated Principal
      Balance of each such REMIC II Regular Interest.

     

    For
      purposes of calculating the amount of Uncertificated Accrued Interest for the
      REMIC A 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 to the REMIC A Regular Interests, pro
      rata,
      to the extent of one month’s interest at the then applicable respective
      Uncertificated REMIC A Pass-Through Rate on the Uncertificated Principal Balance
      of each such REMIC A 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, and the Assignment Agreements, the right
      to
      any Group I Net Swap Payment and any Group I Swap Termination Payment payable
      to
      the Group I Swap Provider and all other assets included or to be included in
      the
      Trust Fund. 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). Copies of the Mortgage Loan Purchase Agreement, the Assignment Agreements
      and the Servicing Agreements are attached to this Agreement).

     

    In
      connection with such transfer and assignment, the Depositor does hereby deliver
      to, and deposit with the related 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 related Custodian will be required to review such Loan Documents
      and deliver to the Trustee, the Depositor, the Master Servicer and the Sponsor
      certifications (in the forms attached to the Custodial Agreements) with respect
      to such review with exceptions noted thereon. In addition, the Depositor under
      the related Custodial Agreement 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 related Custodian 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 Sponsor that no Loan sold by the Sponsor
      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 Sponsor
      that no Substitute Loan sold by the Sponsor 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 under the Illinois High Risk Home
      Loan
      Act, effective as of January 1, 2004, 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” and “REMIC A”
under clauses (i), (ii), (to the extent of amounts deposited into the
      Distribution Accounts), (iv) and (v) and declares that it holds (or the related
      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 related Custodian on its behalf holds) or will hold all such assets and
      such
      other assets included in the definition of “REMIC I” and “REMIC A” in trust
      for the exclusive use and benefit of all present and future
      Certificateholders.

     

    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 Sponsor 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, the Trustee or the
      related Custodian shall promptly notify the Sponsor of such defect, missing
      document or breach and request that the Sponsor deliver such missing document,
      cure such defect or breach within 60 days from the date the Sponsor was notified
      of such missing document, defect or breach, and if the Sponsor 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 Sponsor
      under the Mortgage Loan Purchase Agreement to repurchase such Loan from REMIC
      I
      or REMIC A at the Purchase Price within 90 days after the date on which the
      Sponsor was notified of such missing document, defect or breach, if and to
      the
      extent that the Sponsor 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 related
      Custodian of a properly completed request for release for such Loan in the
      form
      of Exhibit
      3
      to the
      Custodial Agreements, shall release or cause the related Custodian to release
      to
      the Sponsor 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 Sponsor shall furnish to it and as shall
      be
      necessary to vest in the Sponsor 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 Sponsor may cause such Loan to be
      removed from REMIC I or REMIC A (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 Sponsor 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 and the Certificateholders. Notwithstanding
      the
      foregoing, if the representation made by the Sponsor in Section 6(xxiv) of
      the Mortgage Loan Purchase Agreement is breached, the Trustee shall enforce
      the
      obligation of the Sponsor 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 Sponsor was notified
      of
      such breach. 

     

    In
      addition, promptly upon the earlier of discovery by the Master Servicer or
      receipt of notice from a Servicer or the Sponsor to a Responsible Officer of
      the
      Master Servicer of the breach of the representation of the Sponsor set forth
      in
      Section 5(x) of the Mortgage Loan Purchase Agreement which materially and
      adversely affects the interests of the Holders of the Certificates in any
      Prepayment Charge, the Master Servicer shall promptly notify the Sponsor and
      the
      Trustee of such breach. The Trustee shall enforce the obligations of the Sponsor
      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 REMIC I.

     

    As
      to any
      Deleted Loan for which the Sponsor, substitutes a Substitute Loan or Loans,
      such
      substitution shall be effected by the Sponsor delivering to the Trustee or
      the
      related 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 related
      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 related Custodian on behalf
      of
      the Trustee shall deliver to the Depositor, the Trustee and the Master Servicer
      a final certification pursuant to the related 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 or REMIC A and shall be retained by
      the Sponsor. 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 Sponsor 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 Sponsor 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 Sponsor shall deliver or cause to be delivered
      to
      the Securities Administrator for deposit in the related Distribution Account
      an
      amount equal to the Substitution Shortfall Amount, if any, and the Trustee
      or
      the related 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 related Custodian of a properly completed
      request for release for such Loan in the form of Exhibit
      3
      to the
      Custodial Agreements, shall release to the Sponsor 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
      Sponsor shall deliver to it and as shall be necessary to vest therein any
      Deleted Loan released pursuant hereto.

     

    In
      addition, the Sponsor 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 Sponsor, 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 Sponsor 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 Sponsor, 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 Sponsor 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 Sponsor
      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 related Certificateholders 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
      Interests 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, REMIC A and REMIC B 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 III shall consist of the Class I-A-1, Class I-A-2, Class I-A-3, Class
      I-A-4, Class I-M-1, Class I-M-2, Class I-M-3, Class I-M-4, Class I-M-5, Class
      I-M-6, Class I-M-7, Class I-M-8, Class I-CE, Class I-P1 and Class I-P2 (each
      a
      REMIC III Regular Interest). The “residual interest” (within the meaning of
      Section 860G(a)(2) of the Code) in 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 of 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. 

     

    The
      “regular interests” (within the meaning of Section 860G(a)(1) of the Code)
      in REMIC B shall consist of the Class II-A-1, Class II-A-2, Class III-A-1,
      Class
      III-A-2, Class IV-A-1, Class IV-A-2, Class V-A-1, Class V-A-2, Class M, Class
      B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class II/V-P1 and Class II/V-P2
      Certificates (each a REMIC B Regular Interest). The “residual interest” (within
      the meaning of Section 860(G)(a)(2) of the Code) of REMIC B shall consist
      of Component R-B. The “regular interests” (within the meaning of
      Section 860G(a)(1) of the Code) of REMIC A shall consist of the REMIC A
      Regular Interests. The “residual interest” (within the meaning of
      Section 860(G)(a)(2) of the Code) of REMIC A shall consist of Component
      R-A.

     

    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 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 and the Certificateholders.

     

    Section
      2.6 Reserved.

     

    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-A Securities, Inc., Mortgage Loan Trust,
      Series 2006-AR1” 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.

     

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

     

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

     

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

     

    (c) to
      make
      payments on the Certificates;

     

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

     

    (e) 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 4.6 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.

     

    The
      Trustee shall furnish the Servicers and the Master Servicer with any limited
      powers of attorney and other documents in form 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.

     

    Section
      3.2 REMIC-Related
      Covenants.
      For as
      long as each REMIC shall exist, the Trustee and the Securities Administrator
      shall treat each REMIC as a REMIC, and the Trustee and the Securities
      Administrator shall comply with any directions of the Sponsor, 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
      Sponsor 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 action as it deems appropriate.

     

    (b) The
      Master Servicer, for the benefit of the Trustee and the Certificateholders,
      shall enforce the obligations of each Servicer (other than Wells Fargo) under
      the related Servicing Agreement, and shall, in the event that a Servicer 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 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,
      if
      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, if applicable, shall not be required to prosecute
      or
      defend any legal action except to the extent that the Master Servicer or the
      Trustee, if applicable, 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 and the Trustee, 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 payment in full 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 related 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 related Custodian, on behalf of the
      Trustee, deliver to the applicable Servicer the related Mortgage File. Upon
      receipt of such certification and request, the related Custodian, on behalf
      of
      the Trustee, shall promptly release the related Mortgage File to the applicable
      Servicer and the Trustee and related 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 related Custodian,
      on
      behalf of the Trustee, shall, upon the request of a Servicer or the Master
      Servicer, and delivery to the 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 related 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 related 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 related 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 related 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 and the related Certificateholders 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, 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 for and on behalf
      of the Trustee and the related Certificateholders and shall be and remain the
      sole and exclusive property of the Trustee; provided, however, that the Master
      Servicer, 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, 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 and the related Certificateholders 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 and the
      related Certificateholders, 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 Sections 3.22 and 3.23, 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
      Accounts or by the Master Servicer in the related Distribution Account, subject
      to withdrawal pursuant to Section 3.22 or 3.24, as applicable.

     

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

     

    The
      Trustee or the related 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 related 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 related Custodial
      Agreement. The Master Servicer shall promptly deliver or cause to be delivered
      to the Trustee or the related 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) In
      addition to the Master Servicer’s right to receive its Master Servicing Fee, all
      income and gain realized from any investment of funds in the Distribution
      Accounts shall be for the benefit of the Master Servicer 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 3.21.

     

    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 related Certificateholders. 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 or 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 or Master 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 or Master 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 or 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 and
      the Securities Administrator and in the case of the Master Servicer, to the
      Trustee, 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 and the Depositor,
      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 3.28(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 E 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 3.28 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 Sponsor
      or
      the Depositor for delivery of additional or different information as the Sponsor
      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 related 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 with respect to the Group I Loans and the Group
      II-V Loans 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 related 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 Accounts 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
      the related Certificateholders.

     

    (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, 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 related 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 amount required to be distributed to the related
      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 related 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 related 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 Group I Loans and Group II-V 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 the Group I Loans and the Group II-V
      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 a Distribution Account only to make
      remittances as provided in Sections 3.22(c), 3.23 and 3.24 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 3.22(c) and 3.23(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 related
      Distribution Account.

     

    Section
      3.23 Distribution
      Accounts.

     

    (a) The
      Securities Administrator shall establish and maintain, a Distribution Account
      with respect to the Group I Loans and a Distribution Account with respect to
      the
      Group II-V Loans, in each case as a segregated trust account or accounts. The
      Master Servicer shall deposit in the related Distribution Account as identified
      by the Master Servicer and as received by the Master Servicer, the following
      amounts with respect to the related Loan Group(s) for the benefit of the related
      Certificateholders:

     

    (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 Sponsor pursuant
      to
      Section 2.3 and all proceeds of any Loans or property acquired with respect
      thereto purchased by the Master Servicer 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 a Distribution Account pursuant to this Agreement.

     

    (b)          
      All
      amounts deposited to a Distribution Account shall be held by the Securities
      Administrator in trust for the benefit of the related Certificateholders in
      accordance with the terms and provisions of this Agreement. The requirements
      for
      crediting the related 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 related 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 Accounts shall constitute a trust accounts 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 Accounts 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 Accounts 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 Accounts 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 each Distribution Account and the funds deposited
      therein, the Securities Administrator shall take such action as may be necessary
      to ensure that the related 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 Accounts.

     

    (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 related
      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 the Master Servicer 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 the Master Servicer 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 Fee and any and all other Master Servicing Compensation
      to
      the Master Servicer, the Servicing Fee to the Servicers (to the extent such
      Servicing Fee was not retained by the Servicer pursuant to the related Servicing
      Agreement) and to reimburse a Master Servicer for the premium 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 such
      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 or the Custodial Agreements;

     

    (x) to
      pay
      any Group I Net Swap Payment or Group I Swap Termination Payment payable to
      the
      Supplemental Trust (unless the Group I Swap Provider is the sole Defaulting
      Party or the sole Affected Party (as defined in the Group I Swap Agreement)
      owed
      to the Group I Swap Provider; 

     

    (xi) to
      remove
      amounts deposited in error; and

     

    (xii) to
      clear
      and terminate the related 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 related
      Distribution Account pursuant to subclauses (i) through (vi), 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 related Distribution Account under Section 3.23(b).

     

    (c)           
      On
      each
      Distribution Date, the Securities Administrator shall distribute the Available
      Distribution Amount with respect to each Loan Group to the Holders of the
      related Certificates in accordance with Section 4.1.

     

    Section
      3.25 Group
      I Reserve Fund.

     

    (a) No
      later
      than the Closing Date, the Securities Administrator shall establish and maintain
      a separate segregated trust account titled, “Group I Reserve Fund, Wells Fargo
      Bank, National Association, in trust for the registered holders of Deutsche
      Alt-A Securities, Inc. Mortgage Loan Trust, Series 2006-AR1, Group I Mortgage
      Pass-Through Certificates.” On the Closing Date, the Depositor will deposit, or
      cause to be deposited, into the Group I Reserve Fund $1,000.

     

    (b) On
      each
      Distribution Date, the Securities Administrator will deposit into the Group
      I
      Reserve Fund an amount equal to the sum of the Net WAC Rate Carryover Amounts
      with respect to the Group I Senior Certificates and Mezzanine Certificates
      rather than distributing such amounts to the Class I-CE Certificateholders.
      On
      each Distribution Date, after making the distributions required under
      Section 4.1(c)(i) through (ix), the Securities Administrator will withdraw
      from the Group I Reserve Fund the amounts on deposit therein and distribute
      such
      amounts to the Group I Senior Certificates and Mezzanine Certificates in respect
      of any Net WAC Rate Carryover Amounts due to the Group I Senior Certificates
      and
      Mezzanine Certificates for such Distribution Date.

     

    (c) 
      The
      Group I Reserve Fund constitutes an “outside reserve fund” within the meaning of
      Treasury Regulation § 1.860G-2(h) and is not an asset of any REMIC. For federal
      and state income tax purposes, the Class I-CE Certificateholders will be deemed
      to be the owner of the Group I Reserve Fund. Upon the termination of the Trust
      Fund, or the payment in full of the Group I Certificates, all amounts remaining
      on deposit in the Group I Reserve Fund will be released by the Trust Fund and
      distributed to the Class I-CE Certificateholders or their designees. The Group
      I
      Reserve Fund will be part of the Trust Fund but not part of any REMIC and any
      payments to the Holders of the Group I Senior Certificates and Mezzanine
      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 I-CE Certificate, each Class I-CE Certificateholder hereby
      agrees that the Securities Administrator will deposit into the Group I Reserve
      Fund the amounts described above on each Distribution Date rather than
      distributing such amounts to the Class I-CE Certificateholders. By accepting
      a
      Class I-CE Certificate, each Class I-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) At
      the
      direction of the Holders of a majority in Percentage Interest in the Class
      I-CE
      Certificates, the Securities Administrator shall direct any depository
      institution maintaining the Group I Reserve Fund to invest the funds in such
      account in one or more Eligible 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 Group I Reserve
      Fund. In no event shall the Securities Administrator be liable for any
      investments made pursuant to this clause (e). If the Holders of a majority
      in
      Percentage Interest in the Class I-CE Certificates fail to provide investment
      instructions, funds on deposit in the Group I Reserve Fund shall be held
      uninvested by the Securities Administrator without liability for interest or
      compensation.

     

    (f) For
      federal tax return and information reporting, the right of the Holders of the
      Group I Senior Certificates and Mezzanine Certificates to receive payments
      from
      the Group I Reserve Fund in respect of any Net WAC Rate Carryover Amount shall
      be assigned a value of zero.

     

    Section
      3.26 Reserved.

     

    Section
      3.27 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 3.27 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
      3.28 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 G hereto, within 5 calendar days after the related Distribution
      Date, (A) the parties to the Deutsche Alt-A Securities Mortgage Loan Trust,
      Series 2006-AR1 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 H 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 3.28(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 that has been prepared and filed by the
      Securities Administrator. Each party to this Agreement acknowledges that the
      performance by the Master Servicer and the Securities Administrator of its
      duties under this Section 3.28(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 G 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-A Securities Mortgage Loan Trust, Series 2006-AR1 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 3.28(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 3.28(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 3.28(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
      the Servicers, 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 or Custodial 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 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 and
      Section 3.17 identifies any material instance of noncompliance, disclosure
      identifying such instance of noncompliance, or if each Reporting Servicer’s
      report on assessment of compliance with servicing criteria described in the
      related Servicing Agreement or Custodial Agreement and Section 3.17 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 or Custodial
      Agreement or under Section 3.18 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 G 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-AR1
      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-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, if
      the
      Form 10-K contains Additional Form 10-K Disclosure, 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 3.28(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 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 3.28(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 3.28(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 3.28 or the Securities Administrator’s negligence, bad faith or
      willful misconduct in connection therewith. 

     

    Notwithstanding
      the provisions of Section 11.1, this Section 3.28 may be amended without the
      consent of the Certificateholders.

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    ARTICLE
      IV

    PAYMENTS
      TO CERTIFICATEHOLDERS; ADVANCES;

    STATEMENTS
      AND REPORTS

     

    Section
      4.1 Distributions
      to Certificateholders.

     

    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 related Distribution Account the Available Distribution
      Amount for each Loan Group for such Distribution Date and distribute to each
      related Certificateholder, by wire transfer in immediately available funds
      for
      the account of the Certificateholder 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)
      as specified by each such Certificateholder and at the address of such Holder
      appearing in the Certificate Register, from the amount so withdrawn and to
      the
      extent of the related Available Distribution Amount, as applicable, such
      Certificateholder’s Percentage Interest of the following amounts and in
      following order and priority:

     

    (a) On
      each
      Distribution Date, the Securities Administrator shall withdraw from the
      Distribution Account related to the Group I Loans to the extent on deposit
      therein an amount equal to the Interest Remittance Amount and make the following
      disbursements and transfers in the order of priority described below, in each
      case to the extent of the Interest Remittance Amount remaining for such
      Distribution Date:

     

    (i) first,
      to the
      Supplemental Interest Trust, an amount equal to the sum of any Group I Net
      Swap
      Payment owed to the Group I Swap Provider and any Group I Swap Termination
      Payment owed to the Group I Swap Provider not due to a Group I Swap Provider
      Trigger Event;

     

    (ii) second,
      concurrently, to the holders of the Group I Senior Certificates, the related
      Senior Interest Distribution Amount on a pro
      rata
      basis
      based on the entitlement of each such Class; and

     

    (iii) third,
      sequentially, to the holders of the Class I-M-1, Class I-M-2, Class I-M-3,
      Class
      I-M-4, Class I-M-5, Class I-M-6, Class I-M-7 and Class I-M-8 Certificates,
      in
      that order, the related Interest Distribution Amount allocable to each such
      Class. 

     

    (b) On
      each
      Distribution Date, the Securities Administrator shall withdraw from the
      Distribution Account related to the Group I Loans to the extent on deposit
      therein an amount equal to the Group I Principal Distribution Amount and
      distribute to the Group I Certificateholders the following amounts, in the
      following order of priority:

     

    (i) first,
      to the
      Supplemental Interest Trust, an amount equal to the sum of any Group I Net
      Swap
      Payment owed to the Group I Swap Provider and any Group I Swap Termination
      Payment owed to the Group I Swap Provider not due to a Group I Swap Provider
      Trigger Event to the extent not paid from the Interest Remittance Amount on
      such
      Distribution Date;

     

    (ii) second,
      concurrently (i) to the Class I-A-4 Certificates and (ii) to the Class I-A-1,
      Class I-A-2 and Class I-A-3 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, the Group I Senior
      Principal Distribution Amount for such Distribution Date; provided, however,
      that distributions to the Class I-A-1, Class I-A-2, and Class I-A-3 Certificates
      pursuant to clause (ii) shall be made on a sequential basis, in that order,
      until the Certificate Principal Balance of each such Class has been reduced
      to
      zero;

     

    (c) The
      Group
      I Principal Distribution Amount remaining after distributions pursuant to
      Sections 4.1(b)(i) and (ii) above shall be distributed in the following order
      of
      priority:

     

    (i) first,
      to the
      Holders of the Class I-M-1 Certificates, the lesser of (x) the remaining Group
      I
      Principal Distribution Amount and (y) the Class I-M-1 Principal Distribution
      Amount, until the Certificate Principal Balance of the Class I-M-1 Certificates
      has been reduced to zero;

     

    (ii) second,
      to the
      Holders of the Class I-M-2 Certificates, the lesser of (x) the excess of (i)
      the
      remaining Group I Principal Distribution Amount over (ii) the amounts
      distributed to the Holders of the Class I-M-1 Certificates under clause first
      above, and (y) the Class I-M-2 Principal Distribution Amount, until the
      Certificate Principal Balance of the Class I-M-2 Certificates has been reduced
      to zero;

     

    (iii) third,
      to the
      Holders of the Class I-M-3 Certificates, the lesser of (x) the excess of (i)
      the
      remaining Group I Principal Distribution Amount over (ii) the sum of the amounts
      distributed to the Holders of the Class I-M-1 Certificates under clause first
      above and to the Holders of the Class I-M-2 Certificates under clause second
      above, and (y) the Class I-M-3 Principal Distribution Amount, until the
      Certificate Principal Balance of the Class I-M-3 Certificates has been reduced
      to zero; 

     

    (iv) fourth,
      to the
      Holders of the Class I-M-4 Certificates, the lesser of (x) the excess of (i)
      the
      remaining Group I Principal Distribution Amount over (ii) the sum of the amounts
      distributed to the Holders of the Class I-M-1 Certificates under clause first
      above, to the Holders of the Class I-M-2 Certificates under clause second above
      and to the Holders of the Class I-M-3 Certificates under clause third above,
      and
      (y) the Class I-M-4 Principal Distribution Amount, until the Certificate
      Principal Balance of the Class I-M-4 Certificates has been reduced to zero;
      

     

    (v) fifth,
      to the
      Holders of the Class I-M-5 Certificates, the lesser of (x) the excess of (i)
      the
      remaining Group I Principal Distribution Amount over (ii) the sum of the amounts
      distributed to the Holders of the Class I-M-1 Certificates under clause first
      above, to the Holders of the Class I-M-2 Certificates under clause second above,
      to the Holders of the Class I-M-3 Certificates under clause third above and
      to
      the Holders of the Class I-M-4 Certificates under clause fourth above, and
      (y)
      the Class I-M-5 Principal Distribution Amount, until the Certificate Principal
      Balance of the Class I-M-5 Certificates has been reduced to zero; 

     

    (vi) sixth,
      to the
      Holders of the Class I-M-6 Certificates, the lesser of (x) the excess of (i)
      the
      remaining Group I Principal Distribution Amount over (ii) the sum of the amounts
      distributed to the Holders of the Class I-M-1 Certificates under clause first
      above, to the Holders of the Class I-M-2 Certificates under clause second above,
      to the Holders of the Class I-M-3 Certificates under clause third above, to
      the
      Holders of the Class I-M-4 Certificates under clause fourth above and to the
      Holders of the Class I-M-5 Certificates under clause fifth above, and (y) the
      Class I-M-6 Principal Distribution Amount, until the Certificate Principal
      Balance of the Class I-M-6 Certificates has been reduced to zero; 

     

    (vii) seventh,
      to the
      Holders of the Class I-M-7 Certificates, the lesser of (x) the excess of (i)
      the
      remaining Group I Principal Distribution Amount over (ii) the sum of the amounts
      distributed to the Holders of the Class I-M-1 Certificates under clause first
      above, to the Holders of the Class I-M-2 Certificates under clause second above,
      to the Holders of the Class I-M-3 Certificates under clause third above, to
      the
      Holders of the Class I-M-4 Certificates under clause fourth above, to the
      Holders of the Class I-M-5 Certificates under clause fifth above and to the
      Holders of the Class I-M-6 Certificates under clause sixth above, and (y) the
      Class I-M-7 Principal Distribution Amount, until the Certificate Principal
      Balance of the Class I-M-7 Certificates has been reduced to zero;
      and

     

    (viii) eighth,
      to the
      Holders of the Class I-M-8 Certificates, the lesser of (x) the excess of (i)
      the
      remaining Group I Principal Distribution Amount over (ii) the sum of the amounts
      distributed to the Holders of the Class I-M-1 Certificates under clause first
      above, to the Holders of the Class I-M-2 Certificates under clause second above,
      to the Holders of the Class I-M-3 Certificates under clause third above, to
      the
      Holders of the Class I-M-4 Certificates under clause fourth above, to the
      Holders of the Class I-M-5 Certificates under clause fifth above, to the Holders
      of the Class I-M-6 Certificates under clause sixth above and to the Holders
      of
      the Class I-M-7 Certificates under clause seventh above, and (y) the Class
      I-M-8
      Principal Distribution Amount, until the Certificate Principal Balance of the
      Class M-8 Certificates has been reduced to zero.

     

    (d) On
      each
      Distribution Date, the Net Monthly Excess Cashflow shall be distributed as
      follows:

     

    (i) to
      the
      holders of the Group I Senior Certificates and Mezzanine Certificates, an amount
      equal to the Overcollateralization Increase Amount for such Distribution Date,
      payable to such holders in accordance with the priorities set forth in Section
      4.1(b) above;

     

    (ii) sequentially,
      to the holders of the Class I-M-1, Class I-M-2, Class I-M-3, Class I-M-4, Class
      I-M-5, Class I-M-6, Class I-M-7 and Class I-M-8 Certificates, in that order,
      the
      related Interest Carry Forward Amount for each such Class for such Distribution
      Date;

     

    (iii) to
      the
      Group I Reserve Fund, an amount equal to the sum of the related Net WAC Rate
      Carryover Amounts, if any for the Group I Senior Certificates and Mezzanine
      Certificates for such Distribution Date;

     

    (iv) to
      the
      holders of the Group I Senior Certificates, the Allocated Realized Loss Amount
      for each such Class, on a pro rata basis, based on the amount due with respect
      to each such Class;

     

    (v) sequentially,
      to the holders of the Class I-M-1, Class I-M-2, Class I-M-3, Class I-M-4, Class
      I-M-5, Class I-M-6, Class I-M-7 and Class I-M-8 Certificates, in that order,
      the
      Allocated Realized Loss Amount allocable to each Class;

     

    (vi) to
      the
      Supplemental Interest Trust, an amount equal to any Group I Swap Termination
      Payment owed to the Group I Swap Provider due to a Group I Swap Provider Trigger
      Event pursuant to the Group I Swap Agreement; and

     

    (vii) to
      the
      holders of the Class I-CE Certificates the related Interest Distribution Amount
      and any Overcollateralization Reduction Amount for such Distribution
      Date.

     

    The
      Class
      I-CE Certificates are intended to receive all principal and interest received
      by
      the Trust on the Group I Loans that is not otherwise distributable to any other
      Class of Regular Certificates or REMIC Regular Interests. If the Securities
      Administrator determines that the Residual Certificates are entitled to any
      distributions on any Distribution Date other than the final Distribution Date,
      the Securities Administrator, prior to any such distribution to any Residual
      Certificate, shall notify the Depositor of such impending distribution. Upon
      such notification, the Depositor will prepare and request that the other parties
      hereto enter into an amendment to the Pooling and Servicing Agreement pursuant
      to Section 11.1, to revise such mistake in the distribution
      provisions.

     

    (e) On
      each
      Distribution Date, after making the distributions of the Group I Available
      Distribution Amount as set forth above, the Securities Administrator will first,
      withdraw from the Group I Reserve Fund all income from the investment of funds
      in the Reserve Fund and distribute such amount to the Holders of the Class
      I-CE
      Certificates, and second, withdraw from the Group I Reserve Fund, to the extent
      of amounts remaining on deposit therein, the amount of any Net WAC Rate
      Carryover Amount for such Distribution Date and distribute such amount and
      distribute such amounts to the Group I Senior Certificates and Mezzanine
      Certificates in the following manner and order of priority: first,
      concurrently to the Group I Senior Certificates, on a pro
      rata
      basis,
      the related Net WAC Rate Carryover Amount for such Distribution Date for each
      such Class; second,
      to the
      Class I-M-1 Certificates, the related Net WAC Rate Carryover Amount for such
      Distribution Date for such Class; third,
      to the
      Class I-M-2 Certificates, the related Net WAC Rate Carryover Amount for such
      Distribution Date for such Class; fourth,
      to the
      Class I-M-3 Certificates, the related Net WAC Rate Carryover Amount for such
      Distribution Date for such Class; fifth,
      to the
      Class I-M-4 Certificates, the related Net WAC Rate Carryover Amount for such
      Distribution Date for such Class; sixth,
      to the
      Class I-M-5 Certificates, the related Net WAC Rate Carryover Amount for such
      Distribution Date for such Class; seventh,
      to the
      Class I-M-6 Certificates, the related Net WAC Rate Carryover Amount for such
      Distribution Date for such Class; eighth,
      to the
      Class I-M-7 Certificates, the related Net WAC Rate Carryover Amount for such
      Distribution Date for such Class; and ninth,
      to the
      Class I-M-8 Certificates, the related Net WAC Rate Carryover Amount for such
      Distribution Date for such Class.

     

    (f) On
      each
      Distribution Date, the Securities Administrator will withdraw from the related
      Distribution Account all Prepayment Charges received on the Group I Loans during
      the related Prepayment Period and shall distribute (i) any Prepayment Charge
      collected that relates to a Group I Loan serviced by GMAC Mortgage Corporation,
      Residential Funding Corporation and GreenPoint Mortgage Funding, Inc., to the
      holders of the Class I-P1 Certificates and (ii) any Prepayment Charge collected
      that relates to a Group I Loan serviced by IndyMac Bank, F.S.B., to the holders
      of the Class I-P2 Certificates. The payment of such Prepayment Charges shall
      not
      reduce the Certificate Principal Balance of the Class I-P1 Certificates or
      Class
      I-P2 Certificates. On the Distribution Date immediately following the expiration
      of the latest Prepayment Charge term on the Group I Loans or any Distribution
      Date thereafter, the Securities Administrator shall make a payment of principal
      to the Class I-P1 Certificates and Class I-P2 Certificates in reduction of
      the
      Certificate Principal Balances thereof from amounts on deposit in a separate
      reserve account established and maintained by the Securities Administrator
      for
      the exclusive benefit of the Class I-P1 Certificateholders and Class I-P2
      Certificateholders.

     

    (g) On
      each
      Distribution Date, to the extent required, following the distribution of the
      Net
      Monthly Excess Cashflow and withdrawals from the Group I Reserve Fund, the
      Securities Administrator will withdraw any amounts in the Supplemental Interest
      Trust and distribute such amounts in the following order of
      priority:

     

    (i) first,
      to the
      Group I Swap Provider, any Group I Net Swap Payment owed to the Group I Swap
      Provider pursuant to the Group I Swap Agreement for such Distribution
      Date;

     

    (ii) second,
      to the
      Group I Swap Provider, any Group I Swap Termination Payment owed to the Group
      I
      Swap Provider not due to a Group I Swap Provider Trigger Event pursuant to
      the
      Group I Swap Agreement;

     

    (iii) third,
      to the
      holders of the Class or Classes of Group I Certificates then entitled to receive
      distributions in respect of principal, in an amount necessary to restore or
      maintain the Group I Required Overcollateralization Amount after taking into
      account distributions made pursuant to Section 4.1(d)(i) above;

     

    (iv) fourth,
      to the
      Group I Senior Certificates, on a pro
      rata
      basis,
      based on the Allocated Realized Loss Amount related to each such Class, in
      each
      case up to the Allocated Realized Loss Amount related to such Certificates
      for
      such Distribution Date remaining undistributed after distribution of the Net
      Monthly Excess Cashflow;

     

    (v) fifth,
      to the
      Mezzanine Certificates, in the order of their numerical class designations,
      in
      each case up to the Allocated Realized Loss Amount related to such Certificates
      for such Distribution Date remaining undistributed after distribution of the
      Net
      Monthly Excess Cashflow; 

     

    (vi) sixth,
      concurrently, to each Class of Group I Senior Certificates, the related Senior
      Interest Distribution Amount remaining undistributed after the distributions
      of
      the Interest Remittance Amount, on a pro
      rata
      basis
      based on such respective remaining Senior Interest Distribution
      Amounts;

     

    (vii) seventh,
      to the
      Mezzanine Certificates, in the order of their numerical class designations,
      the
      related Interest Distribution Amount and Interest Carry Forward Amount, to
      the
      extent remaining undistributed after the distributions of the Interest
      Remittance Amount and the Net Monthly Excess Cashflow;

     

    (viii) eighth,
      concurrently, to each Class of Group I Senior Certificates, the related Net
      WAC
      Rate Carryover Amount, to the extent remaining undistributed after distributions
      of Net Monthly Excess Cashflow on deposit in the Group I Reserve Fund, on a
      pro
      rata
      basis
      based on such respective Net WAC Rate Carryover Amounts remaining;

     

    (ix) ninth,
      to the
      Mezzanine Certificates, in the order of their numerical class designations,
      the
      related Net WAC Rate Carryover Amount, to the extent remaining undistributed
      after distributions of Net Monthly Excess Cashflow on deposit in the Group
      I
      Reserve Fund;

     

    (x) tenth,
      to the
      Group I Swap Provider, an amount equal to any Group I Swap Termination Payment
      owed to the Group I Swap Provider due to a Group I Swap Provider Trigger Event
      pursuant to the Group I Swap Agreement; and

     

    (xi) eleventh,
      to the
      Class I-CE Certificates, any remaining amounts.

     

    (h) On
      each
      Distribution Date, the Group II Available Distribution Amount will be
      distributed in the following manner and order of priority:

     

    (i) first,
      to the
      Group II Senior Certificates, the related Interest Distribution Amount with
      respect to each such Class on a pro
      rata
      basis,
      based on the entitlement of each such Class; 

     

    (ii) second,
      to the
      Class A-R Certificates from the Group II Available Distribution Amount remaining
      after payments pursuant to clause (h)(i) above, the related Senior Principal
      Distribution Amount, until the Certificate Principal Balance of the Class A-R
      Certificates has been reduced to zero; and

     

    (iii) third,
      to the
      Group II Senior Certificates from the Group II Available Distribution Amount
      remaining after payments pursuant to clauses (h)(i) and (h)(ii) above, the
      related Senior Principal Distribution Amount, 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.

     

    (i) On
      each
      Distribution Date, the Group III Available Distribution Amount will be
      distributed in the following manner and order of priority:

     

    (i) first,
      to the
      Group III Senior Certificates, the related Interest Distribution Amount with
      respect to each such Class on a pro rata basis, based on the entitlement of
      each
      such Class; and

     

    (ii) second,
      to the Group III Senior Certificates from the Group III Available Distribution
      Amount remaining after payments pursuant to clause (i)(i) above, the related
      Senior Principal Distribution Amount, 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.

     

    (j) On
      each
      Distribution Date, the Group IV Available Distribution Amount will be
      distributed in the following manner and order of priority:

     

    (i) first,
      to the
      Group IV Senior Certificates, the related Interest Distribution Amount with
      respect to each such Class on a pro rata basis, based on the entitlement of
      each
      such Class; and

     

    (ii) second,
      to the Group IV Senior Certificates from the Group IV Available Distribution
      Amount remaining after payments pursuant to clause (j)(i) above, the related
      Senior Principal Distribution Amount, 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.

     

    (k) On
      each
      Distribution Date, the Group V Available Distribution Amount will be distributed
      in the following manner and order of priority:

     

    (i) first,
      to the
      Class V Senior Certificates, the related Interest Distribution Amount with
      respect to each such Class on a pro rata basis, based on the entitlement of
      each
      such Class; and

     

    (ii) second,
      to the
      Class V Senior Certificates from the Group V Available Distribution Amount
      remaining after payments pursuant to clause (k)(i) above, the related Senior
      Principal Distribution Amount, 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.

     

    (l) From
      the
      Available Distribution Amount remaining after payments pursuant to clauses
      (h)
      through (k) above, (i) first, to each class of Group II-V Senior Certificates
      for which there is a Senior Interest Shortfall Amount on such Distribution
      Date,
      the related Senior Interest Shortfall Amount and (ii) second, the make payments
      to the Group II-V Senior Certificates relating to each Undercollateralized
      Group, pro rata among the Undercollateralized Groups based on the amount by
      which are Certificate Principal Balance of the Group II-V Senior Certificates
      in
      each such Undercollateralized Group exceeds the aggregate principal balance
      of
      the related Loans as described Section 4.1(q) below. 

     

    (m) From
      the
      sum of the remaining Group II-V Available Distribution Amount, after payments
      pursuant to clauses (h) through (l) above, to the Class M, Class B-1, Class
      B-2,
      Class B-3, Class B-4 and Class B-5 Certificates, in
      that
      order, an
      amount
      equal to their respective Interest Distribution Amounts for such Distribution
      Date and their pro rata share, based on the outstanding Certificate Principal
      Balance of each such Class, of the Subordinate Principal Distribution Amounts;
      provided, however, that on any Distribution Date on which the Subordination
      Level for any Class of Group II-V Subordinate Certificates is less than the
      Subordination Level as of the Closing Date, the portion of the Subordinate
      Principal Prepayment Amount otherwise payable to the Class or Classes of the
      Group II-V Subordinate Certificates junior to such Class will be distributed
      to
      the most senior Class of Group II-V Subordinate Certificates for which the
      Subordination Level is less than such percentage as of the Closing Date, and
      to
      the Class or Classes of Group II-V Subordinate Certificates senior thereto,
      pro
      rata based on the Certificate Principal Balance of each such Class.

     

    (n) To
      the
      Group II-V Senior Certificates, from the Available Distribution Amount remaining
      after distributions pursuant to clauses (h) through (m) above, by Pro Rata
      Allocation, the amount of any unreimbursed losses previously allocated to such
      Classes of Certificates and then to
      the
      Class M, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates,
      in that order, the amount of any unreimbursed losses previously allocated to
      such Classes of Certificates.

     

    (o) To
      the
      Class A-R Certificates, the remainder (which is expected to be zero), if any
      of
      the Available Distribution Amount remaining after distributions pursuant to
      clauses (h) through (n) above.

     

    (p) On
      each
      Distribution Date on or after the Credit Support Depletion Date, to the extent
      of the related Available Distribution Amount on such Distribution Date,
      distributions will be made to the Group II-V Senior Certificates in the
      following order of priority:

     

    (i) first,
      (a) to
      the Group II Senior Certificates from the Group II Available Distribution
      Amount, the related Interest Distribution Amount with respect to each such
      Class, on a pro rata basis, based on the entitlement of each such Class, to
      the
      extent of amounts available, (b) to the Group III Senior Certificates from
      the
      Group III Available Distribution Amount, the related Interest Distribution
      Amount with respect to each such Class, on a pro rata basis, based on the
      entitlement of each such Class, to the extent of amounts available, (c) to
      the
      Group IV Senior Certificates from the Group IV Available Distribution Amount,
      the related Interest Distribution Amount with respect to each such Class, on
      a
      pro rata basis, based on the entitlement of each such Class, to the extent
      of
      amounts available and (d) to the Group V Senior Certificates from the Group
      V
      Available Distribution Amount, the related Interest Distribution Amount with
      respect to each such Class, on a pro rata basis, based on the entitlement of
      each such Class, to the extent of amounts available.

     

    (ii) second,
      (a) to
      the Group II Certificates, the Group II Available Distribution Amount remaining
      after payments pursuant to clause (i)(a) above, (b) to the Group III
      Certificates, the Group III Available Distribution Amount remaining after
      payments pursuant to clause 1(b) above, (c) to the Group IV Certificates, the
      Group IV Available Distribution Amount remaining after payments pursuant to
      clause (i)(c) above, and (d) to the Group V Certificates, the Group V Available
      Distribution Amount remaining after payments pursuant to clause (i)(d) above,
      in
      each case 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) third,
      from
      the related Available Distribution Amount remaining after payments pursuant
      to
      clauses (i) and (ii) above, to each class of Group II-V Senior Certificates
      for
      which a Senior Interest Shortfall Amount exists, the Senior Interest Shortfall
      Amount for such Distribution Date;

     

    (iv) fourth,
      from
      the related Available Distribution Amount remaining after payments pursuant
      to
      clauses (i) through (iii) above, to each class of Group II-V Senior
      Certificates, the amount of any unreimbursed losses previously allocated to
      each
      class; and

     

    (v) fifth,
      to the Class A-R Certificates, the remainder, if any (which is expected to
      be
      zero), of the Group II-V Available Distribution Amount remaining after
      distributions pursuant to clauses (i) through (iv) above.

     

    (q) If
      on any
      Distribution Date there is an Undercollateralized Group, then the following
      will
      occur:

     

    (i) the
      related Group II-V Available Distribution Amount of the Overcollateralized
      Group
      will be reduced, after distributions of interest to the Group III-VII Senior
      Certificates related to such Overcollateralized Group, by an amount equal to
      one
      month’s interest on the Transfer Payment Received by the Undercollateralized
      Group at the weighted average Net Mortgage Rate of the Loans in such
      Undercollateralized Group and that amount will be added to the related Group
      II
      V Available Distribution Amount of the Undercollateralized Group;
      and

     

    (ii) the
      portion of the related Group II-V Available Distribution Amount in respect
      of
      principal on the Loans in the Overcollateralized Group, after distributions
      of
      principal to the Group II V Senior Certificates of the Overcollateralized Group,
      will be distributed, to the extent of the portion of the Available Distribution
      Amount available therefor, to the Group II-V Senior Certificates of the
      Undercollateralized Group until the Certificate Principal Balance of the Group
      II-V Senior Certificates of the Undercollateralized Group equals the aggregate
      Principal Balance of the Loans in the related Group II-V Loan
      Group.

     

    Consequently,
      the Group II-V Subordinate Certificates will not receive any distributions
      of
      principal until each Undercollateralized Group is no longer
      undercollateralized.

     

    All
      or a
      portion of the distributions to the Group II-V Senior Certificates pursuant
      to
      the transfer payment provisions described above may be made on the Distribution
      Date in the month following the month during which such Transfer Payment occurs
      (without any additional distribution of interest or earnings thereon with
      respect to such delay).

     

    (r) On
      each
      Distribution Date, the Securities Administrator will withdraw from the related
      distribution account all Prepayment Charges received on the Group II-V Loans
      during the related Prepayment Period. Any Prepayment Charge collected that
      relates to a Group II-V Loan serviced by GMAC Mortgage Corporation, Residential
      Funding Corporation and GreenPoint Mortgage Funding, Inc. will be distributed
      to
      the holders of the Class II/V-P1 Certificates. Any Prepayment Charge collected
      that relates to a Group II-V Mortgage Loan serviced by IndyMac Bank, F.S.B.
      will
      be distributed to the holders of the Class II/V-P2 Certificates. The payment
      of
      such Prepayment Charges shall not reduce the Certificate Principal Balance
      of
      the Class II/V-P1 Certificates or Class II/V-P2 Certificates. On the
      Distribution Date immediately following the expiration of the latest Prepayment
      Charge term on the Group II-V Loans or any Distribution Date thereafter, the
      Securities Administrator shall make a payment of principal to the Class II/V-P1
      Certificates and Class II/V-P2 Certificates in reduction of the Certificate
      Principal Balances thereof from amounts on deposit in a separate reserve account
      established and maintained by the Securities Administrator for the exclusive
      benefit of the Class II/V-P1 Certificateholders and Class II/V-P2
      Certificateholders.

     

    Section
      4.2 Allocation
      of Realized Losses.

     

    (a) 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.

     

    (b) Realized
      Losses on the Group I Loans shall be allocated as follows: first,
      to Net
      Monthly Excess Cashflow, second,
      to the
      Class I-CE Certificates and to Net Swap Payments received from the Swap Provider
      under the Group I Swap Agreement for that purpose, third,
      to the
      Mezzanine Certificates, beginning with the Class of Mezzanine Certificates
      then
      outstanding with the lowest payment priority, until the Certificate Principal
      Balance of each such Class has been reduced to zero, fourth
      to the
      Class I-A-4 Certificates, until the Certificate Principal Balance thereof has
      been reduced to zero, and fifth
      to the
      Class I-A-1, Class I-A-2 and Class I-A-3 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.

     

    (c) All
      Realized Losses on the Group I Loans shall be allocated on each Distribution
      Date first, to REMIC I Regular Interest A-I until the Uncertificated Principal
      Balance of such REMIC I Regular Interest has been reduced to zero and second,
      to
      REMIC I Regular Interest I-1-A through REMIC I Regular Interest I-69-B, starting
      with the lowest numerical denomination until such REMIC I Regular Interest
      has
      been reduced to zero, provided that, for REMIC I Regular Interests with the
      same
      numerical denomination, such Realized Losses shall be allocated pro
      rata
      between
      such REMIC I Regular Interests. 

     

    (d) All
      Realized Losses on the Group I Loans shall be allocated by the Securities
      Administrator, on each Distribution Date to the following REMIC II Regular
      Interests in the specified percentages, as follows: first, to Uncertificated
      Accrued Interest payable to the REMIC II Regular Interest AA and REMIC II
      Regular Interest ZZ up to an aggregate amount equal to the REMIC II Interest
      Loss Allocation Amount, 98.00% and 2.00%, respectively; second, to the
      Uncertificated Principal Balances of the REMIC II Regular Interest AA and REMIC
      II Regular Interest ZZ up to an aggregate amount equal to the REMIC II Principal
      Loss Allocation Amount, 98.00% and 2.00%, respectively; third, to the
      Uncertificated Principal Balances of REMIC II Regular Interest AA, REMIC II
      Regular Interest I-M-8 and REMIC II Regular Interest ZZ, 98.00%, 1.00% and
      1.00%, respectively, until the Uncertificated Principal Balance of REMIC II
      Regular Interest I-M-8 has been reduced to zero; fourth, to the Uncertificated
      Principal Balances of REMIC II Regular Interest AA, REMIC II Regular Interest
      I-M-7 and REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively,
      until the Uncertificated Principal Balance of REMIC II Regular Interest I-M-7
      has been reduced to zero; fifth, to the Uncertificated Balances of REMIC II
      Regular Interest AA, REMIC II Regular Interest M-6 and REMIC II Regular Interest
      ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal
      Balance of REMIC II Regular Interest M-6 has been reduced to zero; sixth, to
      the
      Uncertificated Principal Balances of REMIC II Regular Interest AA, REMIC II
      Regular Interest I-M-5 and REMIC II Regular Interest ZZ, 98.00%, 1.00% and
      1.00%, respectively, until the Uncertificated Principal Balance of REMIC II
      Regular Interest I-M-5 has been reduced to zero; seventh, to the Uncertificated
      Principal Balances of REMIC II Regular Interest AA, REMIC II Regular Interest
      I-M-4 and REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively,
      until the Uncertificated Principal Balance of REMIC II Regular Interest I-M-4
      has been reduced to zero; eighth, to the Uncertificated Principal Balances
      of
      REMIC II Regular Interest AA, REMIC II Regular Interest I-M-3 and REMIC II
      Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the
      Uncertificated Principal Balance of REMIC II Regular Interest I-M-3 has been
      reduced to zero; eighth, to the Uncertificated Principal Balances of REMIC
      II
      Regular Interest AA, REMIC II Regular Interest I-M-2 and REMIC II Regular
      Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated
      Principal Balance of REMIC II Regular Interest I-M-2 has been reduced to zero;
      and ninth, to the Uncertificated Principal Balances of REMIC II Regular Interest
      AA, REMIC II Regular Interest I-M-1 and REMIC II Regular Interest ZZ, 98.00%,
      1.00% and 1.00%, respectively, until the Uncertificated Principal Balance of
      REMIC II Regular Interest I-M-1 has been reduced to zero.

     

    (e) Realized
      Losses on the Group II-V Loans, other than Excess Losses, will be allocated
      as
      follows: first,
      to the
      Class B-5 Certificates, until the Certificate Principal Balance thereof has
      been
      reduced to zero; second,
      to the
      Class B-4 Certificates, until the Certificate Principal Balance thereof has
      been
      reduced to zero; third,
      to the
      Class B-3 Certificates, until the Certificate Principal Balance thereof has
      been
      reduced to zero; fourth,
      to the
      Class B-2 Certificates, until the Certificate Principal Balance thereof has
      been
      reduced to zero; fifth,
      to the
      Class B-1 Certificates, until the Certificate Principal Balance thereof has
      been
      reduced to zero; sixth,
      to the
      Class M Certificates, until the Certificate Principal Balance thereof has been
      reduced to zero; and seventh,
      (i)
      with respect to Realized Losses incurred on the Group II Loans, first to the
      Class II-A-2 Certificates, until the Certificate Principal Balance thereof
      has
      been reduced to zero and second, to the Class II-A-1 Certificates, until the
      Certificate Principal Balance thereof has been reduced to zero, (ii) with
      respect to Realized Losses incurred on the Group III Loans, first to the Class
      III-A-2 Certificates, until the Certificate Principal Balance thereof has been
      reduced to zero and second, to the Class III-A-1 Certificates, until the
      Certificate Principal Balance thereof has been reduced to zero, (iii) with
      respect to Realized Losses incurred on the Group IV Mortgage Loans, first to
      the
      Class IV-A-2 Certificates, until the Certificate Principal Balance thereof
      has
      been reduced to zero and second, to the Class IV-A-1 Certificates, until the
      Certificate Principal Balance thereof has been reduced to zero, and (iv) with
      respect to Realized Losses incurred on the Group V Mortgage Loans, first to
      the
      Class V-A-2 Certificates, until the Certificate Principal Balance thereof has
      been reduced to zero and second, to the Class V-A-1 Certificates, until the
      Certificate Principal Balance thereof has been reduced to zero.

     

    (f) Excess
      Losses with respect to the Group II-V Loans will be allocated to the outstanding
      class or classes of Group II-V Senior Certificates of the related Group II-V
      Loan Group and to the Group II-V Subordinate Certificates by Pro Rata
      Allocation. 

     

    (g) 
      All
      Realized Losses on the Group II-V Loans shall be deemed to be allocated after
      all distributions have been made on each Distribution Date, first, to REMIC
      A
      Regular Interest LT-2SUB, REMIC A Regular Interest LT-3SUB, REMIC A Regular
      Interest LT-4SUB and REMIC A Regular Interest LT-5SUB, as applicable, so that
      the Uncertificated Principal Balance of each such REMIC A Regular Interest
      is
      equal to 0.1% of the excess of (x) the aggregate Scheduled Principal Balance
      of
      the Group II-V Loans in the related Group II-V Loan Group over (y) the current
      Certificate Principal Balance of the related Senior Certificates (except that
      if
      any such excess is a larger number than in the preceding distribution period,
      the least amount of Realized Losses shall be applied to such REMIC A Regular
      Interests such that the REMIC A Subordinate Balance Ratio is maintained); and
      second, to REMIC A Regular Interest LT-2GRP, REMIC A Regular Interest LT-3GRP,
      REMIC A Regular Interest LT-4GRP and REMIC A Regular Interest LT-5GRP, as
      applicable, so that the Uncertificated Principal Balance of each such REMIC
      A
      Regular Interest remains equal to 0.1% of the aggregate Scheduled Principal
      Balance of the related Group II-V Loans, and third, any remaining Realized
      Losses from each Group II-V Loan Group shall be allocated to REMIC A Regular
      Interest LT-ZZZ.

     

    Section
      4.3 Reduction
      of Certificate Principal Balances on the Certificates.

     

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

     

    (b) 
      The
      final distribution of principal of each Certificate (and the final distribution
      with respect to the Residual Certificates upon termination of the Trust Fund)
      shall be payable in the manner provided above only upon presentation and
      surrender thereof on or after the Distribution Date therefor at the office
      or
      agency of the Securities Administrator specified in the notice delivered
      pursuant to Section 4.6 or Section 9.1.

     

    (c) Whenever,
      on the basis of Curtailments, Payoffs and Monthly Payments on the Loans and
      related 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 aggregate Certificate Principal
      Balance of any Class of Certificates shall become distributable on the next
      Distribution Date, the Securities Administrator shall, no later than 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 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 related 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.

     

    Section
      4.4 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
      4.5 Distributions
      on the REMIC Regular Interests.

     

    (a) Distributions
      on the REMIC I Regular Interests.

     

    (1)  On
      each
      Distribution Date, the following amounts, in the following order of priority,
      shall be distributed by REMIC I to REMIC II on account of the REMIC I Regular
      Interests and distributed to the holders of the Class I-R Certificates (in
      respect of Component R-1), as the case may be:

     

    (i) to
      Holders of REMIC I Regular Interest A-I, and each of REMIC I Regular Interest
      I-1-A through I-69-B, pro
      rata,
      in an
      amount equal to (A) Uncertificated Accrued Interest for such REMIC I Regular
      Interests for such Distribution Date, plus (B) any amounts payable in respect
      thereof remaining unpaid from previous Distribution Dates;

     

    (ii) to
      the
      extent of amounts remaining after the distributions made pursuant to clause
      (i)
      above, payments of principal shall first be distributed to REMIC I Regular
      Interest A-I until the Uncertificated Principal Balance of such REMIC I Regular
      Interest is reduced to zero; and second, to REMIC I Regular interests I-1-A
      through I-69-B, starting with the lowest numerical denomination until the
      Uncertificated Balance of each such REMIC I Regular Interest is reduced to
      zero,
      provided that, for REMIC I Regular Interests with the same numerical
      denomination, such payments of principal shall be allocated pro
      rata
      between
      such REMIC I Regular Interests.

     

    (iii) On
      each
      Distribution Date, amounts representing Prepayment Charges on the Group I Loans
      serviced by GMAC Mortgage Corporation, Residential Funding Corporation and
      GreenPoint Mortgage Funding, Inc., shall be deemed distributed to REMIC I
      Regular Interest I-P1 and amounts representing Prepayment Charges on the Loans
      serviced by IndyMac Bank FSB shall be deemed to be distributed to REMIC I
      Regular Interest I-P2, provided that such amounts shall not reduce the
      Uncertificated Principal Balance of each such REMIC I Regular Interest. On
      the
      Distribution Date immediately following the expiration of the latest Prepayment
      Charge term as identified on the Prepayment Charge Schedule, $100 shall be
      deemed distributed in respect of each of REMIC I Regular Interest I-P1 and
      REMIC
      I Regular Interest I-P2 in reduction of the Uncertificated Principal Balance
      thereof.

     

    (b) Distributions
      on the REMIC II Regular Interests.

     

    (1)
       On
      each
      Distribution Date, the following amounts, in the following order of priority,
      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 I-R Certificates (in respect of Component R-2), as the
      case
      may be:

     

    (i) to
      the
      extent of the Available Distribution Amount for such Distribution Date, first,
      to the Holders of REMIC II Regular Interest IO, in an amount equal to (A)
      Uncertificated Accrued Interest for such REMIC II Regular Interest for such
      Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
      from
      previous Distribution Dates and second, to Holders of REMIC II Regular Interest
      AA, REMIC II Regular Interest I-A-1, REMIC II Regular Interest I-A-2, REMIC
      II
      Regular Interest I-A-3, REMIC II Regular Interest I-A-4, REMIC II Regular
      Interest I-M-1, REMIC II Regular Interest I-M-2, REMIC II Regular Interest
      I-M-3, REMIC II Regular Interest I-M-4, REMIC II Regular Interest I-M-5, REMIC
      II Regular Interest I-M-6, REMIC II Regular Interest I-M-7, REMIC II Regular
      Interest I-M-8 and REMIC II 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 payable as Uncertificated Accrued Interest in
      respect of REMIC II Regular Interest ZZ shall be reduced when the REMIC II
      Overcollateralization Amount is less than the Required Overcollateralization
      Amount, by the lesser of (x) the amount of such difference and (y) the Maximum
      ZZ Uncertificated Interest Deferral Amount and such amount will be payable
      to
      the Holders of REMIC II REMIC II Regular Interest I-A-1, REMIC II Regular
      Interest I-A-2, REMIC II Regular Interest I-A-3, REMIC II Regular Interest
      I-A-4, REMIC II Regular Interest I-M-1, REMIC II Regular Interest I-M-2, REMIC
      II Regular Interest I-M-3, REMIC II Regular Interest I-M-4, REMIC II Regular
      Interest I-M-5, REMIC II Regular Interest I-M-6, REMIC II Regular Interest
      I-M-7
      and REMIC II Regular Interest I-M-8, in the same proportion as the
      Overcollateralization Increase Amount is allocated to the Corresponding
      Certificates and the Uncertificated Principal Balance of REMIC II Regular
      Interest ZZ shall be increased by such amount;

     

    (ii) to
      the
      Holders of REMIC II 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 II Regular Interest AA, until the
      Uncertificated Principal Balance of such REMIC II Regular Interest is reduced
      to
      zero;

     

    (B) 2.00%
      of
      such remainder first to the Holders of REMIC II Regular Interest I-A-1, REMIC
      II
      Regular Interest I-A-2, REMIC II Regular Interest I-A-3, REMIC II Regular
      Interest I-A-4, REMIC II Regular Interest I-M-1, REMIC II Regular Interest
      I-M-2, REMIC II Regular Interest I-M-3, REMIC II Regular Interest I-M-4, REMIC
      II Regular Interest I-M-5, REMIC II Regular Interest I-M-6, REMIC II Regular
      Interest I-M-7 and REMIC II Regular Interest I-M-8, 1.00% of and in the same
      proportion as principal payments are allocated to the Corresponding
      Certificates, until the Uncertificated Principal Balances of such REMIC II
      Regular Interests are reduced to zero and second to the Holders of REMIC II
      Regular Interest ZZ, until the Uncertificated Principal Balance of such REMIC
      II
      Regular Interest is reduced to zero;

     

    (C) any
      remaining amount to the Holders of the Class I-R Certificate, in respect of
      Component R-2;

     

    provided,
      however, that 98.00% and 2.00% of any principal payments that are attributable
      to an Overcollateralization Reduction Amount shall be allocated to Holders
      of
      REMIC II Regular Interest AA and REMIC II Regular Interest ZZ,
      respectively.

     

    (iii) REMIC
      II
      Regular Interest I-P1 and REMIC II Regular Interest I-P2 shall be entitled
      to
      100% of the amounts distributed on REMIC I Regular Interest I-P1 and REMIC
      I
      Regular Interest I-P2, respectively.

     

    Notwithstanding
      the distributions described in Section 4.5, distributions of funds shall be
      made to Certificateholders only in accordance with
      Section 4.1.

     

    (c) Distributions
      on the REMIC A Regular Interests.

     

    (1)
       On
      each
      Distribution Date, the following amounts, in the following order of priority,
      shall be distributed by REMIC A to REMIC B on account of the REMIC A Regular
      Interests or withdrawn from the Distribution Account and distributed to the
      holders of the Class A-R Certificates (in respect of Component R-A), as the
      case
      may be:

     

    (i) to
      Holders of each REMIC A Regular Interest, pro
      rata,
      in an
      amount equal to (A) Uncertificated Accrued Interest for each such REMIC A
      Regular Interests for such Distribution Date, plus (B) any amounts payable
      in
      respect thereof remaining unpaid from previous Distribution Dates;

     

    (ii) Distributions
      of principal from the Group II-V Loans shall be deemed to be made to the REMIC
      A
      Regular Interests, in each case from the related Loan Group, first, to REMIC
      A
      Regular Interest LT-2SUB, REMIC A Regular Interest LT-3SUB, REMIC A Regular
      Interest LT-4SUB and REMIC A Regular Interest LT-5SUB, as applicable, so that
      the Uncertificated Principal Balance of each such REMIC A Regular Interest
      is
      equal to 0.1% of the excess of (x) the aggregate Scheduled Principal Balance
      of
      the Loans in the related Loan Group over (y) the current Certificate Principal
      Balance of the related Group II-V Senior Certificates (except that if any such
      excess is a larger number than in the preceding distribution period, the least
      amount of principal shall be distributed to such REMIC A Regular Interests
      such
      that the REMIC A Subordinate Balance Ratio is maintained); second, to REMIC
      A
      Regular Interest LT-2GRP, REMIC A Regular Interest LT-3GRP, REMIC A Regular
      Interest LT-4GRP and REMIC A Regular Interest LT-5GRP, as applicable, so that
      the Uncertificated Principal Balance of each such REMIC A Regular Interest
      remains equal to 0.1% of the aggregate Scheduled Principal Balance of the Loans
      in the related Loan Group; and third, any remaining principal in each Group
      II-V
      Loan Group to REMIC A Regular Interest LT-ZZZ. Any remaining amount to the
      Class
      A-R Certificates (with respect to Component R-A).

     

    (iii) On
      each
      Distribution Date, amounts representing Prepayment Charges on the Group II-V
      Loans serviced by GMAC Mortgage Corporation, Residential Funding Corporation
      and
      GreenPoint Mortgage Funding, Inc., shall be deemed distributed to REMIC A
      Regular Interest LT-II/V-P1 and amounts representing Prepayment Charges on
      the
      Loans serviced by IndyMac Bank FSB shall be deemed to be distributed to REMIC
      A
      Regular Interest LT-II/V-P2, provided that such amounts shall not reduce the
      Uncertificated Principal Balance of each such REMIC A Regular Interest. On
      the
      Distribution Date immediately following the expiration of the latest Prepayment
      Charge term as identified on the Prepayment Charge Schedule, $100 shall be
      deemed distributed in respect of each of REMIC A Regular Interest LT-II/V-P1
      and
      REMIC A Regular Interest LT-II/V-P2 in reduction of the Uncertificated Principal
      Balance thereof.

     

    Notwithstanding
      the distributions described in Section 4.5, distributions of funds shall be
      made to Certificateholders only in accordance with
      Section 4.1.

     

    Section
      4.6 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:

     

    (i) applicable
      Interest Accrual Periods and general Distribution Dates;

     

    (ii) the
      total
      cash flows received and the general sources thereof;

     

    (iii) the
      aggregate Servicing Fee received by the Servicers, and the Master Servicing
      Fee
      received by the Master Servicer during the related Due Period;

     

    (iv) the
      aggregate amount, if any, of fees or expenses accrued and paid, with an
      identification of the payee and the general purpose of such fees

     

    (v) the
      amount of the distribution made on such Distribution Date to the Holders of
      the
      Certificates of each Class allocable to principal, and the amount of the
      distribution made on such Distribution Date to the Holders of the Class P
      Certificates allocable to Prepayment Charges;

     

    (vi) the
      amount of the distribution made on such Distribution Date to the Holders of
      the
      Certificates of each Class allocable to interest, and the portion thereof,
      if
      any, provided by the Group I Swap Agreement;

     

    (vii) the
      aggregate amount of Advances for such Distribution Date (including the general
      purpose of such Advances);

     

    (viii) the
      number and aggregate Principal Balance of the Loans in a Loan Group that were
      (A) delinquent (exclusive of Loans in foreclosure) using the “OTS” method (1)
      One scheduled payment is delinquent, (2) two scheduled payments are delinquent,
      (3) three scheduled payments are delinquent and (4) foreclosure proceedings
      have
      been commenced, and loss information for the period; the number and aggregate
      principal balance of any Loans in respect of which (A) one scheduled payment
      is
      delinquent, (B) two scheduled payments are delinquent, (C) three or more
      scheduled payments are delinquent and (D) (1) foreclosure proceedings have
      been
      commenced, and loss information for the period and (2) the number and aggregate
      principal balance of Mortgaged Properties acquired through foreclosure, deed
      in
      lieu of foreclosure or other exercise of rights respecting the Trustee’s
      security interest in the Loans, in each case as of the close of business on
      the
      last day of the calendar month preceding such Distribution Date;

     

    (ix) the
      number, aggregate principal balance, weighted average remaining term to maturity
      and weighted average Mortgage Rate of the Loans as of the related Due
      Date;

     

    (x) the
      total
      number and principal balance of any REO Properties as of the end of the related
      Prepayment Period and, if available, the book value of any REO Property as
      of
      the close of business on the last Business Day of the calendar month preceding
      the Distribution Date;

     

    (xi) with
      respect to any Loan that was liquidated during the preceding calendar month,
      the
      loan number of such Loan, the unpaid principal balance and the Scheduled
      Principal Balance of and Realized Loss on, such Loan as of the end of the
      related Prepayment Period;

     

    (xii) whether
      the Group I Stepdown Date or a Group I Trigger Event is in effect; 

     

    (xiii) the
      aggregate amount of Realized Losses with respect to the Certificates of each
      Loan Group allocable to the related Certificates on the related Distribution
      Date and the cumulative amount of Realized Losses incurred and allocated to
      the
      related Certificates since the Cut-Off Date; 

     

    (xiv) the
      aggregate Certificate Principal Balance of each Class of Certificates, before
      and after giving effect to the distributions, and allocations of Realized
      Losses, made on such Distribution Date, separately identifying any reduction
      thereof due to allocations of Realized Losses;

     

    (xv) the
      amount of Special Hazard Coverage available to the Group II-V Senior
      Certificates remaining as of the close of business on the applicable
      Determination Date;

     

    (xvi) the
      amount of Bankruptcy Coverage available to the Group II-V Senior Certificates
      remaining as of the close of business on the applicable Determination
      Date;

     

    (xvii) the
      amount of Fraud Coverage available to the Group II-V Senior Certificates
      remaining as of the close of business on the applicable Determination
      Date;

     

    (xviii) the
      number and Scheduled Principal Balance of all the Group I Loans and Group II-V
      Loans for the following Distribution Date;

     

    (xix) the
      three-month rolling average of the percent equivalent of a fraction, the
      numerator of which is the aggregate Scheduled Principal Balance of the Group
      I
      Loans and Group II-V 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;

     

    (xx) the
      Interest Distribution Amount in respect of the Group I Certificates for such
      Distribution Date and the Interest Carry Forward Amount, if any, with respect
      to
      the Group I Certificates on such Distribution Date, separately identifying
      any
      reduction thereof due to allocations of Realized Losses, Prepayment Interest
      Shortfalls, Relief Act Interest Shortfalls and Net WAC Rate Carryover
      Amounts;

     

    (xxi) the
      amount of interest accrued but not paid to each Class of Certificates entitled
      to interest since (a) the prior Distribution Date and (b) the Closing
      Date;

     

    (xxii) Reserved;

     

    (xxiii) the
      total
      amount of Payoffs and Curtailments received during the related Prepayment Period
      with respect to Loans in each Loan Group and the aggregate amount of any
      Prepayment Charges received in respect thereof;

     

    (xxiv) with
      respect to any Loan that became an REO Property during the preceding calendar
      month, the loan number of such Loan, the Principal Balance and the Scheduled
      Principal Balance of such Loan;

     

    (xxv) to
      the
      extent provided by the related Servicer, the book value of any REO Property
      as
      of the close of business on the last Business Day of the calendar month
      preceding the Distribution Date with respect to the Loans in each Loan
      Group;

     

    (xxvi) the
      aggregate amount of extraordinary Trust Fund expenses withdrawn from the
      Distribution Accounts for such Distribution Date;

     

    (xxvii) the
      aggregate Certificate Principal Balance of each Class of Certificates, after
      giving effect to the distributions and allocations of Realized Losses made
      on
      such Distribution Date, separately identifying any reduction thereof due to
      allocations of Realized Losses;

     

    (xxviii) the
      aggregate amount of any Prepayment Interest Shortfalls for such Distribution
      Date on the Loans in each Loan Group, to the extent not covered by payments
      by
      the Master Servicer pursuant to Section 3.21;

     

    (xxix) the
      aggregate amount of Relief Act Interest Shortfalls for such Distribution Date
      with respect to the Loans in each Loan Group;

     

    (xxx) the
      respective Pass-Through Rates applicable to each Class of Certificates as of
      such Distribution Date and with respect to the Group I Certificates, whether
      such Pass-Through Rate was limited by the Net WAC Pass-Through
      Rate;

     

    (xxxi) with
      respect to the Group I Certificates, the Net Monthly Excess Cashflow, if any,
      for such Distribution Date and the application of such Net Monthly Excess
      Cashflow;

     

    (xxxii) with
      respect to the Group I Certificates, the Group I Required Overcollateralization
      Amount and the Group I Credit Enhancement Percentage for such Distribution
      Date;


     

    (xxxiii) with
      respect to the Group I Certificates, the Overcollateralization Increase Amount,
      if any, for such Distribution Date;

     

    (xxxiv) with
      respect to the Group I Certificates, the Overcollateralization Reduction Amount,
      if any, for such Distribution Date;

     

    (xxxv) the
      Net
      WAC Rate Carryover Amount, if any, for such Distribution Date;

     

    (xxxvi) the
      Net
      WAC Rate Carryover Amount, if any, outstanding after reimbursements therefor
      on
      such Distribution Date;

     

    (xxxvii) the
      amount of any deposit to the Group I Reserve Fund contemplated by
      Section 3.25;

     

    (xxxviii) the
      balance of the Group I Reserve Fund prior to the deposit or withdrawal of any
      amounts on such Distribution Date;

     

    (xxxix) the
      amount of any withdrawal from the Group I Reserve Fund pursuant to
      Section 4.1(g)(viii); 

     

    (xl) the
      balance of the Group I Reserve Fund after all deposits and withdrawals on such
      Distribution Date; 

     

    (xli) the
      aggregate amount of Principal Prepayments made during the related Prepayment
      Period and the aggregate amount of any Prepayment Charges remitted by the
      Servicers in respect thereof; and

     

    (xlii) the
      amount of any Group I Net Swap Payment payable by the Group I Swap Provider
      to
      the Supplemental Interest Trust, any Group I Net Swap Payment payable to the
      Group I Swap Provider, any Group I Swap Termination Payment payable by the
      Group
      I Swap Provider to the Supplemental Interest Trust and any Group I Swap
      Termination Payment payable to the Group I Swap Provider.

     

    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 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 subclause (i) 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 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 subclause (i) 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 each Person who at any time during the calendar
      year was a Holder of a Class R Certificate a statement setting forth the amount,
      if any, actually distributed with respect to the Class R Certificates aggregated
      for such calendar year or applicable portion thereof during which such Person
      was a Certificateholder.

     

    The
      Securities Administrator shall, upon request, furnish 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 Certificateholder, as applicable, or otherwise with respect
      to
      the purposes of this Agreement, all such reports or information to be provided
      at the expense of the Certificateholder, 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
      4.7 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 an advance
      of the delinquent amount pursuant to the related Servicing Agreement, the Master
      Servicer shall deposit in the related Distribution Account, from its own funds
      or from amounts on deposit in the related 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
      nonrecoverable from Liquidation Proceeds, Insurance Proceeds, or future payments
      on the Loan for which such Advance was made. 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 related
      Distribution Account on or before any future Distribution Account Deposit Date
      to the extent that related Available Distribution Amount (determined without
      regard to Advances to be made on the related Distribution Account Deposit Date)
      shall be less than the total amount that would be distributed to the related
      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 nonrecoverable
      pursuant to this Section 4.7 on the related Distribution Account Deposit
      Date, the Master Servicer shall present an Officer’s Certificate to the Trustee
      (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
      nonrecoverable.

     

    Section
      4.8 Supplemental
      Interest Trust.

     

    (a) On
      the
      Closing Date, the Securities Administrator shall establish and maintain in
      the
      name of the Trustee a separate account for the benefit of the Holders of the
      Group I Senior Certificates, Mezzanine Certificates and Class I-CE Certificates
      (the “Supplemental Interest Trust”). The Supplemental Interest Trust shall be an
      Eligible Account, and funds on deposit therein shall be held separate and apart
      from, and shall not be commingled with, any other monies, including, without
      limitation, other monies of the Trustee or of the Securities Administrator
      held
      pursuant to this Agreement. 

     

    (b) On
      each
      Distribution Date, the Securities Administrator shall withdraw all amounts
      which
      were deposited in the Supplemental Interest Trust as specifically described
      in
      this Agreement and the Group I Swap Agreement and distribute such amounts in
      accordance with the provisions of Section 4.1 of this
      Agreement.

     

    (c) The
      Supplemental Interest Trust constitutes an “outside reserve fund” within the
      meaning of Treasury Regulation § 1.860G-2(h) and is not an asset of any REMIC.
      The Holders of the Class I-CE Certificates shall be the beneficial owner of
      the
      Supplemental Interest Trust, subject to the power of the Securities
      Administrator to transfer amounts under this Agreement. The Securities
      Administrator shall keep records that accurately reflect the funds on deposit
      in
      the Supplemental Interest Trust. The Securities Administrator shall, at the
      written direction of the majority of the Class I-CE Certificateholders, invest
      amounts on deposit in the Supplemental Interest Trust in Eligible Investments.
      In the absence of written direction to the Securities Administrator from the
      majority of the Class I-CE Certificateholders, all funds in the Supplemental
      Interest Trust shall remain uninvested. On each Distribution Date, the
      Securities Administrator shall distribute, not in respect of any REMIC, any
      interest earned on the Supplemental Interest Trust in the prior month to the
      Holders of the Class I-CE Certificates.

     

    (d) For
      federal income tax purposes, amounts paid to the Supplemental Interest Trust
      on
      each Distribution Date pursuant to Section 4.1(a)(i), 4.1(b)(i) and
      4.1(d)(vi) shall first be deemed paid to the Supplemental Interest Trust in
      respect of the Class IO Interest to the extent of the amount distributable
      on
      such Class IO Interest on such Distribution Date, and any remaining amount
      shall
      be deemed paid to the Supplemental Interest Trust in respect of a Class IO
      Distribution Amount. For federal income tax purposes, the Supplemental Interest
      Trust will be a disregarded entity.

     

    (e) The
      Securities Administrator shall treat the Holders of the Group I Senior
      Certificates and Mezzanine Certificates as having entered into a notional
      principal contract with respect to the Holders of the Class I-CE Certificates.
      Pursuant to each such notional principal contract, all Holders of the Group
      I
      Senior Certificates and Mezzanine Certificates shall be treated as having agreed
      to pay, on each Distribution Date, to the Holder of the Class I-CE Certificates
      an aggregate amount equal to the excess, if any, of (i) the amount payable
      on
      such Distribution Date on the Regular Interest ownership of which is represented
      by such Class of Certificates over (ii) the amount payable on such Class of
      Certificates on such Distribution Date (such excess, a “Class IO Distribution
      Amount”). A Class IO Distribution Amount payable from interest collections shall
      be allocated pro rata among such Certificates based on the amount of interest
      otherwise payable to such Certificates, and a Class IO Distribution Amount
      payable from principal collections shall be allocated to the most subordinate
      Class of such Certificates with an outstanding principal balance to the extent
      of such balance. In addition, pursuant to such notional principal contract,
      the
      Holder of the Class I-CE Certificates shall be treated as having agreed to
      pay
      Net WAC Rate Carryover Amounts to the Holders of the Group I Senior Certificates
      and Mezzanine Certificates in accordance with the terms of this Agreement.
      Any
      payments to such Certificates from amounts deemed received in respect of this
      notional principal contract shall not be payments with respect to a Regular
      Interest in a REMIC within the meaning of Code Section 860G(a)(1). However,
      any payment from the Group I Senior Certificates and Mezzanine Certificates
      of a
      Class IO Distribution Amount shall be treated for tax purposes as having been
      received by the Holders of such Certificates in respect of the Regular Interest
      ownership of which is represented by such Certificates, and as having been
      paid
      by such Holders to the Supplemental Interest Trust pursuant to the notional
      principal contract. Thus, each Group I Senior Certificates, Mezzanine
      Certificates and Class I-CE Certificates shall be treated as representing not
      only ownership of a Regular Interest in REMIC III, but also ownership of an
      interest in, and obligations with respect to, a notional principal
      contract.

     

    (f) For
      federal tax return and information reporting, the right of the holders of the
      Group I Senior Certificates, Mezzanine Certificates and Class I-CE Certificates
      to receive payments from the Supplemental Interest Trust shall be assigned
      a
      value of $5,000.

     

    (g) In
      the
      event that the Group I Swap Agreement is terminated prior to the Distribution
      Date in November 2011, the Trustee on behalf of the Supplemental Interest Trust,
      at the direction of the Depositor, shall use reasonable efforts to appoint
      a
      successor swap provider using any Group I Swap Termination Payments paid by
      the
      Group I Swap Provider. To the extent the Supplemental Interest Trust is required
      to pay a Group I Swap Termination Payment to the Group I Swap Provider, all
      or a
      portion of such amount received from a replacement swap provider upon entering
      into a replacement interest rate swap agreement or similar agreement will be
      applied to the Group I Swap Termination Payment owing to the Group I Swap
      Provider. If the Trustee on behalf of the Supplemental Interest Trust is unable
      to locate a qualified successor swap provider, any such Group I Swap Termination
      Payments will be deposited in the Supplemental Interest Trust and the Securities
      Administrator, on each subsequent Distribution Date (until the termination
      date
      of the Group I Swap Agreement or the appointment of a successor swap provider),
      will withdraw the amount of any Group I Net Swap Payment due to the Supplemental
      Interest Trust (calculated in accordance with the terms of the Group I Swap
      Agreement) and distribute such Group I Net Swap Payment to the holders of the
      Group I Certificates in accordance with Section 4.1.

     

    Section
      4.9 Tax
      Treatment of Group I Swap Payments and Group I Swap Termination
      Payments.

     

    For
      federal income tax purposes, each holder of a Group I Certificate is deemed
      to
      own an undivided beneficial ownership interest in a REMIC regular interest
      and
      the right to receive payments from either the Group I Reserve Fund or the
      Supplemental Interest Trust in respect of any Net WAC Rate Carryover Amounts
      or
      the obligation to make payments to the Supplemental Interest Trust. For federal
      income tax purposes, the Securities Administrator will account for payments
      to
      each Group I Certificate as follows: each Group I Certificate will be treated
      as
      receiving their entire payment from REMIC III (regardless of any Group I Swap
      Termination Payment or obligation under the Group I Swap Agreement) and
      subsequently paying their portion of any Group I Swap Termination Payment in
      respect of each such Class’s obligation under the Group I Swap Agreement. In the
      event that any such Class is resecuritized in a REMIC, the obligation under
      the
      Group I Swap Agreement to pay any such Group I Swap Termination Payment (or
      any
      shortfall in Group I Net Swap Payment), will be made by one or more of the
      REMIC
      Regular Interests issued by the resecuritization REMIC subsequent to such REMIC
      Regular Interest receiving its full payment from any such Group I Certificate.
      Resecuritization of any Group I Certificate in a REMIC will be permissible
      only
      if the Securities Administrator hereunder is the trustee/securities
      administrator in such resecuritization.

     

    The
      REMIC
      Regular Interest corresponding to an Group I Certificate will be entitled to
      receive interest and principal payments at the times and in the amounts equal
      to
      those made on the certificate to which it corresponds, except that (i) the
      maximum interest rate of that REMIC regular interest will equal the Net WAC
      Pass-Through Rate computed for this purpose by limiting the Group I Swap
      Notional Amount of the Group I Swap Agreement to the aggregate Scheduled
      Principal Balance of the Loans and (ii) any Group I Swap Termination Payment
      will be treated as being payable solely from amounts otherwise payable to the
      Class I-CE Certificates. As a result of the foregoing, the amount of
      distributions and taxable income on the REMIC Regular Interest corresponding
      to
      a Group I Certificate may exceed the actual amount of distributions on the
      Group
      I Certificate.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      V

    THE
      CERTIFICATES

     

    Section
      5.1 The
      Certificates.

     

    (a) The
      Certificates in the aggregate will represent the entire beneficial ownership
      interest in the Loans and all other assets included in REMIC I or
      REMIC A.

     

    The
      Certificates will be substantially in the forms annexed hereto as Exhibits
      A-1
      through A-8. The Certificates of each Class will be issuable in registered
      form
      only, in denominations of authorized Percentage Interests as described in the
      definition thereof. Each Certificate will share ratably in all rights of the
      related Class.

     

    Upon
      original issue, the Certificates shall be executed and authenticated by the
      Securities Administrator and delivered by the Trustee to and upon the written
      order of the Depositor. The Certificates shall be executed by manual or
      facsimile signature on behalf of the Trust by the Securities Administrator
      by an
      authorized signatory. Certificates bearing the manual or facsimile signatures
      of
      individuals who were at any time the proper officers of the Securities
      Administrator shall bind the Trust, notwithstanding that such individuals or
      any
      of them have ceased to hold such offices prior to the authentication and
      delivery of such Certificates or did not hold such offices at the date of such
      Certificates. No Certificate shall be entitled to any benefit under this
      Agreement or be valid for any purpose, unless there appears on such Certificate
      a certificate of authentication substantially in the form provided herein
      executed by the Securities Administrator by manual signature, and such
      certificate of authentication shall be conclusive evidence, and the only
      evidence, that such Certificate has been duly authenticated and delivered
      hereunder. All Certificates shall be dated the date of their
      authentication.

     

    (b) The
      Certificates, other than the Class R, Class P and Junior Subordinate
      Certificates, shall initially be issued as one or more Certificates held by
      the
      Book-Entry Custodian or, if appointed to hold such Certificates as provided
      below, the Depository and registered in the name of the Depository or its
      nominee and, except as provided below, registration of such Certificates may
      not
      be transferred by the Securities Administrator except to another Depository
      that
      agrees to hold such Certificates for the respective Certificate Owners with
      Ownership Interests therein. The Certificate Owners shall hold their respective
      Ownership Interests in and to such Certificates through the book-entry
      facilities of the Depository and, except as provided below, shall not be
      entitled to definitive, fully registered Certificates (“Definitive
      Certificates”) in respect of such Ownership Interests. All transfers by
      Certificate Owners of their respective Ownership Interests in the Book-Entry
      Certificates shall be made in accordance with the procedures established by
      the
      Depository Participant or brokerage firm representing such Certificate Owner.
      Each Depository Participant shall only transfer the Ownership Interests in
      the
      Book-Entry Certificates of Certificate Owners it represents or of brokerage
      firms for which it acts as agent in accordance with the Depository’s normal
      procedures. The Securities Administrator is hereby initially appointed as the
      Book-Entry Custodian and hereby agrees to act as such in accordance herewith
      and
      in accordance with the agreement that it has with the Depository authorizing
      it
      to act as such. The Book-Entry Custodian may, and, if it is no longer qualified
      to act as such, the Book-Entry Custodian shall, appoint, by a written instrument
      delivered to the Depositor, the Servicers, the Master Servicer and, if the
      Trustee is not the Book-Entry Custodian, the Trustee, any other transfer agent
      (including the Depository or any successor Depository) to act as Book-Entry
      Custodian under such conditions as the predecessor Book-Entry Custodian and
      the
      Depository or any successor Depository may prescribe, provided that the
      predecessor Book-Entry Custodian shall not be relieved of any of its duties
      or
      responsibilities by reason of any such appointment of other than the Depository.
      If the Securities Administrator resigns or is removed in accordance with the
      terms hereof, the successor Securities Administrator or, if it so elects, the
      Depository shall immediately succeed to its predecessor’s duties as Book-Entry
      Custodian. The Depositor shall have the right to inspect, and to obtain copies
      of, any Certificates held as Book-Entry Certificates by the Book-Entry
      Custodian.

     

    (c) Any
      Junior Subordinate Certificate or Class P Certificate initially offered and
      sold
      in offshore transactions in reliance on Regulation S shall be issued in the
      form
      of a temporary global certificate in definitive, fully registered form (each,
      a
“Regulation S Temporary Global Certificate”), which shall be deposited with the
      Securities Administrator or an agent of the Securities Administrator as
      custodian for the Depository and registered in the name of Cede & Co. as
      nominee of the Depository for the account of designated agents holding on behalf
      of Euroclear or Clearstream. Beneficial interests in each Regulation S Temporary
      Global Certificate may be held only through Euroclear or Clearstream; provided,
      however, that such interests may be exchanged for interests in a Definitive
      Certificate in accordance with the requirements described in Section 5.2.
      After the expiration of the Release Date, a beneficial interest in a Regulation
      S Temporary Global Certificate may be exchanged for a beneficial interest in
      the
      related permanent global certificate of the same Class (each, a “Regulation S
      Permanent Global Certificate”), in accordance with the procedures set forth in
      Section 5.2. Each Regulation S Permanent Global Certificate shall be
      deposited with the Securities Administrator or an agent of the Securities
      Administrator as custodian for the Depository and registered in the name of
      Cede
& Co. as nominee of the Depository.

     

    (d) The
      Junior Subordinate Certificates and Class P Certificates offered and sold to
      Qualified Institutional Buyers (“QIBs”) in reliance on Rule 144A under the
      Securities Act (“Rule 144A”) will be issued in the form of Definitive
      Certificates.

     

    (e) The
      Trustee, the Servicers, the Securities Administrator, the Master Servicer and
      the Depositor may for all purposes (including the making of payments due on
      the
      Book-Entry Certificates and Global Certificates) deal with the Depository as
      the
      authorized representative of the Certificate Owners with respect to the
      Book-Entry Certificates and Global Certificates for the purposes of exercising
      the rights of Certificateholders hereunder. The rights of Certificate Owners
      with respect to the Book-Entry Certificates and Global Certificates shall be
      limited to those established by law and agreements between such Certificate
      Owners and the Depository Participants and brokerage firms representing such
      Certificate Owners. Multiple requests and directions from, and votes of, the
      Depository as Holder of the Book-Entry Certificates and Global Certificates
      with
      respect to any particular matter shall not be deemed inconsistent if they are
      made with respect to different Certificate Owners. The Securities Administrator
      may establish a reasonable record date in connection with solicitations of
      consents from or voting by Certificateholders and shall give notice to the
      Depository of such record date.

     

    If
      (i)(A)
      the Depositor advises the Securities Administrator in writing that the
      Depository is no longer willing or able to properly discharge its
      responsibilities as Depository, and (B) the Depositor is unable to locate a
      qualified successor, (ii) the Depositor at its option advises the Securities
      Administrator in writing that it elects to terminate the book-entry system
      through the Depository or (iii) after the occurrence of a Master Servicer Event
      of Default, Certificate Owners representing in the aggregate not less than
      51%
      of the Ownership Interests of the Book-Entry Certificates advise the Securities
      Administrator through the Depository, 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
      Certificate Owners, through the Depository, of the occurrence of any such event
      and of the availability of Definitive Certificates to Certificate Owners
      requesting the same. With respect to a Global Certificate, the related
      Certificate Owner (other than a Holder of a Regulation S Temporary Global
      Certificate) may request that its interest in a Global Certificate be exchanged
      for a Definitive Certificate. Upon surrender to the Securities Administrator
      of
      the Book-Entry Certificates by the Book-Entry Custodian or the Depository,
      as
      applicable, or the Global Certificates by the Depository accompanied by
      registration instructions from the Depository for registration of transfer,
      the
      Securities Administrator shall cause the Definitive Certificates to be issued.
      Such Definitive Certificates will be issued in minimum denominations of $10,000
      except that any beneficial ownership that was represented by a Book-Entry
      Certificate, or a Global Certificate, as applicable in an amount less than
      $10,000 immediately prior to the issuance of a Definitive Certificate shall
      be
      issued in a minimum denomination equal to the amount represented by such
      Book-Entry Certificate or a Global Certificate, as applicable. None of the
      Depositor, the Servicers, the Master Servicer, the Securities Administrator
      or
      the Trustee shall be liable for any delay in the delivery of such instructions
      and may conclusively rely on, and shall be protected in relying on, such
      instructions. Upon the issuance of Definitive Certificates all references herein
      to obligations imposed upon or to be performed by the Depository shall be deemed
      to be imposed upon and performed by the Securities Administrator on behalf
      of
      the Trustee, to the extent applicable with respect to such Definitive
      Certificates, and the Securities Administrator on behalf of the Trustee shall
      recognize the Holders of the Definitive Certificates as Certificateholders
      hereunder.

     

    (f) 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 Registration
      of Transfer and Exchange of Certificates.

     

    (a) The
      Securities Administrator shall cause to be kept at one of the offices or
      agencies to be appointed by the Securities Administrator in accordance with
      the
      provisions of Section 8.11, a Certificate Register for the Certificates 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.

     

    (b) No
      transfer of any Junior Subordinate Certificate or Class P Certificate shall
      be
      made unless that transfer is made pursuant to an effective registration
      statement under the Securities Act, and 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 a Junior Subordinate Certificate or Class P Certificate is to be
      made without registration or qualification (other than in connection with the
      initial transfer of any such Certificate by the Depositor), the Securities
      Administrator shall require receipt of: (i) if such transfer is purportedly
      being made in reliance upon Rule 144A under the Securities Act, written
      certifications from the Certificateholder desiring to effect the transfer and
      from such Certificateholder’s prospective transferee, substantially in the form
      attached hereto as Exhibit B-1; (ii) if such transfer is purportedly being
      made
      in reliance upon Rule 501(a) under the Securities Act, written certifications
      from the Certificateholder desiring to effect the transfer and from such
      Certificateholder’s prospective transferee, substantially in the form attached
      hereto as Exhibit B-2; (iii) if such transfer is purportedly being made in
      reliance on Regulation S, a written certification from the prospective
      transferee, substantially in the form attached hereto as Exhibit B-3 and (iv)
      in
      all other cases, an Opinion of Counsel satisfactory to the Securities
      Administrator 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, the Securities
      Administrator or the Servicers), together with copies of the written
      certification(s) of the Certificateholder desiring to effect the transfer and/or
      such Certificateholder’s prospective transferee upon which such Opinion of
      Counsel is based, if any. Neither of the Depositor nor the Securities
      Administrator is obligated to register or qualify any such Certificates under
      the Securities Act or any other securities laws or to take any action not
      otherwise required under this Agreement to permit the transfer of such
      Certificates without registration or qualification. Any Certificateholder
      desiring to effect the transfer of any such Certificate shall, and does hereby
      agree to, indemnify the Trustee, the Depositor, the Master Servicer, the
      Securities Administrator and the Servicers 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.

     

    A
      holder
      of a beneficial interest in a Regulation S Temporary Global Certificate must
      provide Euroclear or Clearstream, as the case may be, with a certificate in
      the
      form of Annex A to Exhibit B-4 hereto certifying that the beneficial owner
      of
      the interest in such Global Certificate is not a U.S. Person (as defined in
      Regulation S), and Euroclear or Clearstream, as the case may be, must provide
      to
      the Trustee and Securities Administrator a certificate in the form of Exhibit
      B-4 hereto prior to (i) the payment of interest or principal with respect to
      such holder’s beneficial interest in the Regulation S Temporary Global
      Certificate and (ii) any exchange of such beneficial interest for a beneficial
      interest in a Regulation S Permanent Global Certificate.

     

    (c) No
      transfer of a Residual Certificate or Class P Certificate or any interest
      therein shall be made to any 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 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”) unless the Securities Administrator is provided with
      an Opinion of Counsel on which the Depositor, the Master Servicer, the
      Securities Administrator, the Trustee and the Servicers may rely, which
      establishes to the satisfaction of the Securities Administrator 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 Servicers,
      the Trustee, the Master Servicer, the Securities Administrator 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 Servicers, the Trustee, the Master Servicer, the Securities Administrator,
      the Trust Fund. An Opinion of Counsel will not 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 Securities Administrator shall be entitled to
      conclusively rely upon a representation (which, upon the request of the
      Securities Administrator, shall be a written representation) from the Depositor
      of the status of such transferee as an affiliate of the Depositor.

     

    For
      so
      long as the Supplemental Interest Trust is in existence, each beneficial owner
      of a Class A, Mezzanine or Class B Certificate or any interest therein, shall
      be
      deemed to have represented, by virtue of its acquisition or holding of such
      Certificate, or interest therein, that either (i) it is not a Plan or (ii)(A)
      it
      is an accredited investor within the meaning of Prohibited Transaction Exemption
      2002-41, as amended from time to time (the “Exemption”) and (B) the acquisition
      and holding of such Certificate and the separate right to receive payments
      from
      the Supplemental Interest Trust are eligible for the exemptive relief available
      under Prohibited Transaction Class Exemption (“PTCE”) 84-14 (for transactions by
      independent “qualified professional asset managers”), 91-38 (for transactions by
      bank collective investment funds), 90-1 (for transactions by insurance company
      pooled separate accounts), 95-60 (for transactions by insurance company general
      accounts) or 96-23 (for transactions effected by “in-house asset managers”) in
      the case of an Offered Certificate, or PTCE 95-60 in the case of a Junior
      Subordinate Certificate.

     

    Each
      Transferee of a Mezzanine Certificate, Class B Certificate or any interest
      therein that is acquired after the termination of the Supplemental Interest
      Trust will be deemed to have represented by virtue of its purchase or holding
      of
      such Certificate (or interest therein) or with respect to each Transferee of
      a
      Junior Subordinate Certificate, shall certify that either (a) such Transferee
      is
      not a Plan or purchasing such Certificate with Plan Assets, (b) for Certificates
      other than Junior Subordinate Certificates, it has acquired and is holding
      such
      Certificate in reliance on Prohibited Transaction Exemption (“PTE”) 94-84 or FAN
      97-03E, 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 PTCE 95-60, and (iii) the conditions set
      forth in Sections I and III of PTCE 95-60 have been satisfied.

     

    If
      any
      Certificate or any interest therein is acquired or held in violation of the
      conditions described in this Section 5.2(c), 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 certificate
      or
      interest therein was effected in violation of the conditions described in this
      Section 5.2(c) shall indemnify and hold harmless the Depositor, the
      Trustee, the Servicers, the Master Servicer, the Securities Administrator and
      the Trust Fund from and against any and all liabilities, claims, costs or
      expenses incurred by those parties as a result of that acquisition or
      holding.

     

    (d) 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.

     

    (e) Subject
      to the preceding subsections, upon surrender for registration of transfer of
      any
      Certificate at any office or agency of the Securities Administrator maintained
      for such purpose pursuant to Section 8.11, the Securities Administrator
      shall execute, authenticate and deliver, in the name of the designated
      Transferee or Transferees, one or more new Certificates of the same Class of
      a
      like aggregate Percentage Interest.

     

    (f) At
      the
      option of the Holder thereof, any Certificate may be exchanged for other
      Certificates of the same Class with Authorized Denominations and a like
      aggregate Percentage Interest, upon surrender of such Certificate to be
      exchanged at any office or agency of the Securities Administrator maintained
      for
      such purpose pursuant to Section 8.11. 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 transfer or exchange shall (if so required by the Securities Administrator)
      be duly endorsed by, or be accompanied by a written instrument of transfer
      in
      the form satisfactory to the Securities Administrator duly executed by, the
      Holder thereof or his attorney duly authorized in writing.

     

    (g) No
      service charge to the Certificateholders shall be made for any transfer or
      exchange of Certificates, 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.

     

    (h) All
      Certificates surrendered for transfer and exchange shall be canceled and
      destroyed by the Securities Administrator in accordance with its customary
      procedures.

     

    Section
      5.3 Mutilated,
      Destroyed, Lost or Stolen Certificates.

     

    If
      (i)
      any mutilated Certificate is surrendered to the Securities Administrator, or
      the
      Securities Administrator receives evidence to its satisfaction of the
      destruction, loss or theft of any Certificate and of the ownership thereof,
      and
      (ii) there is delivered to Securities Administrator such security or indemnity
      as may be required by it to save it harmless, then, in the absence of actual
      knowledge by 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 the same Class
      and
      of like denomination and Percentage Interest. Upon the issuance of any new
      Certificate under this Section, 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 (including the fees
      and expenses of the Securities Administrator) connected therewith. Any
      replacement Certificate issued pursuant to this Section shall constitute
      complete and indefeasible evidence of ownership in the applicable REMIC created
      hereunder, as if originally issued, whether or not the lost, stolen or destroyed
      Certificate shall be found at any time.

     

    Section
      5.4 Persons
      Deemed Owners.

     

    The
      Depositor, the Servicers, the Trustee, the Master Servicer, the Securities
      Administrator 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 Servicers, the Trustee,
      the
      Master Servicer, the Securities Administrator or any agent of any of them shall
      be affected by notice to the contrary.

     

    Section
      5.5 Certain
      Available Information.

     

    On
      or
      prior to the date of the first sale of any Junior Subordinate Certificate or
      Class P Certificate to an Independent third party, the Depositor shall provide
      to the Securities Administrator ten copies of any private placement memorandum
      or other disclosure document used by the Depositor in connection with the offer
      and sale of such Certificate. In addition, if any such private placement
      memorandum or disclosure document is revised, amended or supplemented at any
      time following the delivery thereof to the Securities Administrator, the
      Depositor promptly shall inform the Securities Administrator of such event
      and
      shall deliver to the Securities Administrator ten copies of the private
      placement memorandum or disclosure document, as revised, amended or
      supplemented. The Securities Administrator shall maintain at its office as
      set
      forth in Section 11.5 hereof and shall make available free of charge during
      normal business hours for review by any Holder of a Certificate or any Person
      identified to the Securities Administrator as a prospective transferee of a
      Certificate, originals or copies of the following items: (i) in the case of
      a
      Holder or prospective transferee of a Junior Subordinate Certificate or Class
      P
      Certificate, the private placement memorandum or other disclosure document
      relating to such Class of Certificates, in the form most recently provided
      to
      the Securities Administrator; and (ii) in all cases, (A) this Agreement and
      any
      amendments hereof entered into pursuant to Section 11.1, (B) all monthly
      statements required to be delivered to Certificateholders of the Junior
      Subordinate Certificates and Class P Certificates pursuant to Section 4.6
      since the Closing Date, and all other notices, reports, statements and written
      communications delivered to the Certificateholders of the relevant Class
      pursuant to this Agreement since the Closing Date and (C) any copies of all
      Officers’ Certificates of the Servicers since the Closing Date delivered to the
      Master Servicer to evidence such Person’s determination that any Monthly Advance
      or Servicing Advance was, or if made, would be a Nonrecoverable Monthly Advance
      or Nonrecoverable Servicing Advance. Copies and mailing of any and all of the
      foregoing items will be available from the Securities Administrator upon request
      at the expense of the Person requesting the same.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      VI

    THE
      DEPOSITOR AND THE MASTER SERVICER

     

    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,
      however, 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 Custodians 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, the 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 Securities
      Administrator, the Custodians 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 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 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
      $25,000,000 (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 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 Transfer
      of Servicing by Sponsor of the Loans Serviced by GMAC; Special
      Servicer.

     

    (a) The
      Sponsor may, at its option, transfer the servicing responsibilities of GMAC
      as a
      Servicer with respect to the related Loans 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 Servicing Agreement or a servicing agreement that
      is
      reasonably acceptable to the Sponsor, 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 6.7, (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
      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 6.7 or by the
      Sponsor 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 Sponsor
      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 Sponsor 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 Servicing Agreement. The Sponsor 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 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 Servicing Agreement in
      connection with the servicing and administration of the related Loans or a
      servicing agreement that is reasonably acceptable to the Sponsor, the Master
      Servicer and the Rating Agencies.

     

    (b) In
      addition, if any Loan serviced by GMAC becomes ninety (90) days or more
      delinquent, the Sponsor 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 applicable GMAC 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, without any further action
      by
      the Sponsor. 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 applicable GMAC 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 applicable GMAC Servicing Agreement
      exclusively, without regard to any Special Servicer Agreement. Upon the
      appointment of the Special Servicer all provisions of the applicable GMAC
      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
      applicable GMAC 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 Sponsor. 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.

     

    “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 the related Certificates evidencing, in aggregate,
      not
      less than 25% of the aggregate Certificate Principal Balance of the
      Certificates; 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 4.7
      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-in-fact or otherwise, to execute and
      deliver, on behalf of and at the expense of the Master Servicer, (and, if
      applicable, the Securities Administrator) any and all documents and other
      instruments and to do or accomplish all other acts or things necessary or
      appropriate to effect the purposes of such notice of termination, whether to
      complete the transfer and endorsement or assignment of the Loans and related
      documents, or otherwise. The Master Servicer (and, if applicable, the Securities
      Administrator) agrees promptly (and in any event no later than ten Business
      Days
      subsequent to such notice) to provide the Trustee with all documents and records
      requested by it to enable it to assume the Master Servicer’s (and, if
      applicable, the Securities Administrator’s) functions under this Agreement, and
      to cooperate with the Trustee in effecting the termination of the Master
      Servicer’s (and, if applicable, the Securities Administrator’s) responsibilities
      and rights under this Agreement (provided, however, that the Master Servicer
      shall continue to be entitled to receive all amounts accrued or owing to it
      under this Agreement on or prior to the date of such termination, whether in
      respect of Advances or otherwise, and shall continue to be entitled to the
      benefits of Section 6.3, notwithstanding any such termination, with respect
      to events occurring prior to such termination). For purposes of this
      Section 7.1, the Trustee shall not be deemed to have knowledge of a Master
      Servicer Event of Default unless a Responsible Officer of the Trustee assigned
      to and working in the Trustee’s Corporate Trust Office has actual knowledge
      thereof or unless written notice of any event which is in fact such a Master
      Servicer Event of Default is received by the Trustee and such notice references
      the Certificates, the Trust or this Agreement. The Trustee shall promptly notify
      the Rating Agencies of the occurrence of a Master Servicer Event of Default
      of
      which it has knowledge as provided above.

     

    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 4.7;
      provided, however, 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 4.7;
      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. 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 $25,000,000, 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 Fund.

     

    Section
      7.3 Notification
      to Certificateholders.

     

    (a) Upon
      any
      termination of the Master Servicer pursuant to Section 7.1 or any
      appointment of a successor to the Master Servicer pursuant to Section 7.2,
      the Trustee shall give prompt written notice thereof to 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 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 Certificates affected by any default or Master
      Servicer Event of Default hereunder may waive such default or Master Servicer
      Event of Default; provided,
      however,
      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 related 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.

     

    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) 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,
      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) 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.

     

    (c) The
      Trustee is hereby directed by the Depositor to execute the Group I Swap
      Agreement on behalf of the Supplemental Interest Trust in the form presented
      to
      it by the Depositor and shall have no responsibility for the contents of the
      Group I Swap Agreement, including, without limitation, the representations
      and
      warranties contained therein. Any funds payable by the Securities Administrator
      on behalf of the Supplemental Interest Trust under the Group I Swap Agreement
      shall be paid from funds of the Supplemental Interest Trust in accordance with
      the terms and provisions of this Agreement. Notwithstanding anything to the
      contrary contained herein or in the Group I Swap Agreement, the Securities
      Administrator shall be responsible for making any payments due to the Group
      I
      Swap Provider under the Group I Swap Agreement from the Group I Available
      Distribution Amount.

     

    (d) None
      of
      the Securities Administrator, the Master Servicer, the Servicers, the Sponsor,
      the Depositor, the Custodian or the Trustee shall be responsible for the acts
      or
      omissions of the others or the Group I Swap Provider, it being understood that
      this Agreement shall not be construed to render those partners joint venturers
      or agents of one another.

     

    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 the validity or sufficiency of this Agreement (other than
      as
      specifically set forth in Section 8.12), the Group I Swap Agreement, or of
      the Certificates (other than the signature of the Securities Administrator
      and
      authentication of the Securities Administrator on the Certificates) 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 Accounts.

     

    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 Trustee, 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 default
      administration to be performed by the Trustee or the Securities Administrator
      pursuant to this Agreement or other agreements related hereto(including, without
      limitation, the Group I Swap Agreement) 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 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 Sponsor, 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 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, N.A. 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) and to the Certificateholders. 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 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. A copy of such instrument shall be delivered to the
      Certificateholders, the Trustee, the Securities Administrator and the Master
      Servicer by the Depositor.

     

    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 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 all Holders of the related
      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 REMIC A 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 or REMIC A, 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 REMIC A, 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 REMIC A 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 and the Depositor 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 the 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 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)
      a
      Group I Cleanup Call and a Group II-V Cleanup Call 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 and REMIC A; provided, however, that in no event
      shall the trust created hereby continue beyond 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. 

     

    (b) The
      Master Servicer shall have the right (the party exercising such right, the
      “Group I Terminator”) to purchase all of the Group I Loans and each Group I REO
      Property remaining in REMIC I no later than the Determination Date in the month
      immediately preceding the Distribution Date on which the Group I Certificates
      will be retired (a “Group I Cleanup Call”); provided, however, that the Group I
      Terminator may elect to institute a Group I Cleanup Call only if the aggregate
      Scheduled Principal Balance of the Group I Loans and the fair market value
      of
      each Group I REO Property remaining in the Trust Fund at the time of such
      election is less than or equal to 5% of the aggregate Scheduled Principal
      Balance of the Group I Loans as of the Cut-Off Date. 

     

    (c) The
      Master Servicer shall have the right (the party exercising such right, the
      “Group II-V Terminator”) to purchase all of the Group II-V Loans and each Group
      II-V REO Property remaining in REMIC A no later than the Determination Date
      in
      the month immediately preceding the Distribution Date on which the Group II-V
      Certificates will be retired (a “Group II-V Cleanup Call”); provided, however,
      that the Group II-V Terminator may elect to institute a Group II-V Cleanup
      Call
      only if (a) the aggregate Scheduled Principal Balance of the Group II-V Loans
      and the fair market value of each Group II-V REO Property remaining in the
      Trust
      Fund at the time of such election is less than or equal to 5% of the aggregate
      Scheduled Principal Balance of the Group II-V Loans as of the Cut-Off Date.
      

     

    (d) A
      Group I
      Cleanup Call or Group II-V Cleanup Call shall be at a price (each, a
“Termination Price”) equal to (i)(a) with respect to a Group I Cleanup Call, the
      aggregate Purchase Price of all the Group I Loans and the fair market value
      of
      all Group I REO Properties included in REMIC I or (b) with respect to a Group
      II-V Cleanup Call, the aggregate Purchase Price of all the Group II-V Loans
      and
      the fair market value of all Group II-V REO Properties include in REMIC A,
      (ii)
      in connection with the exercise of a Group I Cleanup Call, any Group I Swap
      Termination Payments payable to the Group I Swap Provider not due to a Group
      I
      Swap Provider Trigger Event, which remains unpaid or which is due to the
      exercise of the optional termination right by the Group I Terminator plus (iii)
      any amounts due the Servicers and the Master Servicer in respect of unpaid
      Servicing Fees, Master Servicing Compensation and outstanding Monthly Advances
      and Servicing Advances. In the event of any such Cleanup Call, the related
      Terminator shall deliver to the Securities Administrator for deposit in the
      related 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 related 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 related 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 related
      Distribution Account pursuant to the terms of this Agreement and notified by
      the
      Master Servicer in writing and (b) to the related Servicer, any amounts
      reimbursable to such Servicer pursuant to the related Servicing Agreement,
      in
      each case prior to making any final distributions pursuant to Section 9.1(g)
      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 related Terminator the Mortgage Files for the remaining
      Group I Loans or Group II-V Loans, as applicable, and the Trustee shall execute
      all assignments, endorsements and other instruments necessary to effectuate
      such
      transfer in each case without recourse, representation or warranty.

     

    (e) 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 Master Servicer, 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 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
      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. 

     

    (f) 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 (related
      to the Group I Loans in the case of a Group I Cleanup Call or Group II-V Loans
      in the case of a Group II-V Cleanup Call) remaining in the trust fund. 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 related REMICs shall terminate.

     

    Section
      9.2 Additional
      Termination Requirements.

     

    (a) In
      the
      event of (x) a Group I Cleanup Call or a Group II-V Cleanup Call or (y) the
      final payment on or other liquidation of the last Loan or REO Property remaining
      in REMIC I or REMIC A pursuant to Section 9.1, the related REMICs 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 or REMIC A to the Terminator for cash; 

     

    (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; 

     

    (iv) If
      the
      Trust Fund is being terminated as a result of the occurrence of the event
      described in clause (x) of the first paragraph of this Section 9.2, the Final
      Terminator (as described below), at its own expense, 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. The Final Terminator
      pursuant to this Section 9.2(a)(iv) shall be the (A) Group I Terminator if
      the
      Group I Cleanup Call occurs later than the Group II-V Cleanup Call or (B) the
      Group II-V Terminator if the Group II-V Cleanup Call occurs later than the
      Group
      I Cleanup Call; and

     

    (v) If
      the
      Trust Fund is being terminated as a result of the occurrence of the event
      described in clause (y) of the first paragraph of Section 9.2, at the expense
      of
      the Trust Fund, the Securities Administrator shall prepare or cause to be
      prepared the documentation required in connection with the adoption of a plan
      of
      liquidation of each related REMIC pursuant to this Section 9.2.

     

    (b) 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 as a 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. For the purposes of the REMIC
      election in respect of REMIC II, the REMIC II Regular Interests 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 Class I-A-1, Class I-A-2,
      Class I-A-3, Class I-A-4, Class I-M-1, Class I-M-2, Class I-M-3, Class I-M-4,
      Class I-M-5, Class I-M-6, Class I-M-7, Class I-M-8, Class I-CE, Class I-P1
      and
      Class I-P2 Certificates shall be designated as the Regular Interests in REMIC
      III and Component R-3 shall be designated as the Residual Interest in REMIC
      III.


     

    For
      the
      purposes of the REMIC election in respect of REMIC A, the REMIC A Regular
      Interests shall be designated as the Regular Interests in REMIC A and Component
      R-A shall be designated as the Residual Interest in REMIC A. The Class II-A-1,
      Class II-A-2, Class III-A-1, Class III-A-2, Class IV-A-1, Class IV-A-2, Class
      V-A-1, Class V-A-2, Class M, Class B-1, Class B-2, Class B-3, Class B-4, Class
      B-5, Class II/V-P1 and Class II/V-P2 Certificates shall be designated as the
      Regular Interests in REMIC B and Component R-B shall be designated as the
      Residual Interest in REMIC B. 

     

    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, the REMIC II Regular Interests, the REMIC A Regular Interests
      and the interests represented by the Certificates (other than the Class A-R
      Certificates and Class I-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 Supplement) 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 or REMIC A (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, but without the consent
      of any of the Certificateholders, (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 ensure compliance with Regulation
      AB or (c) 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, provided, that such action
      shall not, as evidenced by an Opinion of Counsel addressed 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
      Group I Swap Provider only with respect to matters affecting the Group I Swap
      Agreement) and the Holders of Certificates evidencing, in aggregate, not less
      than 66-2/3% of the Trust Fund for the purpose of adding any provisions 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 (a) reduce in any manner the amount of,
      or
      delay the timing of, payments received on Loans which are required to be
      distributed in respect of any Certificate without the consent of the Holder
      of
      such Certificate; (b) adversely affect in any material respect the interest
      of
      the Holders of the Senior Certificates (other than the Class R Certificates)
      in
      a manner other than as described in (a) above without the consent of the Holders
      of such Senior Certificates (other than the Class R Certificates) aggregating
      not less than 66-2/3% of the aggregate Percentage Interest evidenced by all
      Senior Certificates (other than the Class R Certificates); (c) adversely affect
      in any material respect the interest of the Holders of the Subordinate
      Certificates in a manner other than as described in clause (a) above without
      the
      consent of the Holders of Subordinate Certificates aggregating not less than
      66-2/3% of the aggregate Percentage Interest evidenced by all Subordinate
      Certificates; (d) adversely affect in any material respect the interest of
      the
      Holders of the Class I-P Certificates in a manner other than as described in
      clause (a) above without the consent of the Holders of the Class I-P
      Certificates; (e) adversely affect in any material respect, the interest of
      the
      Holders of the Class II-P Certificates in a manner other than as described
      in
      clause (a) above, without the consent of the Holders of the Class II-P
      Certificates; (f) Class R Certificateholder without the consent of the Holder
      of
      the Class R Certificates; (g) change in any material respect the rights and
      obligations of the Master Servicer or successor Master Servicer under this
      Agreement without the prior written consent of such party; or (h) reduce the
      aforesaid percentage of the Certificates the Holders of which are required
      to
      consent to any such amendments without the consent of the Holders of all
      Certificates then outstanding; provided, that for the purposes of this
      Agreement, the Holder of the Class R Certificate shall have no right to vote
      at
      all times that any Senior Certificates (other than the Class R Certificates),
      or
      Subordinate Certificates are outstanding if such amendment relates to the
      modification, elimination or addition of any provision necessary to maintain
      the
      qualification of the Trust Fund as five REMICs. 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 3.18 hereof shall not require the consent of any
      Certificateholder or 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 any
      of
      REMIC I, REMIC II, REMIC III, REMIC A or REMIC B of the Trust Fund to fail
      to
      qualify as a REMIC at any time that any REMIC 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 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-AR1, (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-AR1
      (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, and (c) 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 and the Depositor
      in
      writing by the Trustee. 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 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.

            


    

     

    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 related 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 related 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, other than investment earnings, from time to time held or invested
      in the Distribution 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.

     

     

    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:
                 

            	
              /s/
                Marina Tukhin

            
	 	
              Name:      
                Marina Tukhin

            
	 	
              Title:        
                Director

            


    

     

    
      
        	 	
                By:
                   

              	
                /s/
                  Susan Valenti

              
	 	
                Name:      
                  Susan Valenti

              
	 	
                Title:        
                  Director

              


      

       

      
        
          	 	
                  WELLS
                    FARGO BANK, NATIONAL 
                    ASSOCIATION

                    as
                      Master Servicer and Securities 

                    Administrator

                  

                
	 	 	 
	 	 	 
	 	
                  By:
                     

                	
                  /s/
                    Stacey Taylor

                
	 	
                  Name:      
                    Stacey Taylor

                
	 	
                  Title:        
                    Vice President

                


        

        
           

          
            
              	 	
                      
                        HSBC
                          BANK USA, NATIONAL 

                        ASSOCIATION,
                          not in its individual capacity 

                        but
                          solely as Trustee

                      

                    
	 	 	 
	 	 	 
	 	
                      By:
                         

                    	
                      /s/
                        Susie Moy

                    
	 	
                      Name:      
                        Susie Moy

                    
	 	
                      Title:        
                        Vice President

                    


            

             

          

        

      

    

     

    ACKNOWLEDGED
      AND AGREED

    with
      respect to Section 6.7

    
 

    
      
        	DB
                STRUCTURED
                PRODUCTS, INC.	 
	 	 	 
	
                By:

              	/s/
                Marina Tukhin	 
	
                Name:

              	Marina
                Tukhin	 
	
                Title:

              	Director	 


      

      


      
        
          	
                  By:

                	/s/
                  Susan Valenti	 
	
                  Name:

                	Susan
                  Valenti	 
	
                  Title:

                	Director	 


        

         

      

    

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	
              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, National Association, one of the
      national banking associations that executed the within instrument, and also
      known to me to be the person who executed it on behalf of said national banking
      association, and acknowledged to me that such national banking association
      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 national banking associations that
      executed the within instrument, and also known to me to be the person who
      executed it on behalf of said national banking association, and acknowledged
      to
      me that such national banking association 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 I-A-[1][2][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.

       

      PRIOR
        TO THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY PERSON ACQUIRING
        A
        CERTIFICATE DIRECTLY OR INDIRECTLY BY, ON BEHALF OF, OR WITH PLAN ASSETS
        OF AN
        EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO
        TITLE I
        OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION
        4975 OF THE CODE, SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS IN SECTION
        5.2(c) OF THE POOLING AND SERVICING AGREEMENT.

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      


      
        	
                DBALT
                  Series 2006-AR1, Class I-A-[1][2][3][4]

              	 	
                Aggregate
                  Certificate Principal Balance of the Class I-A-[1][2][3][4] Certificates
                  as of the Issue Date: $___________

              
	 	 	 
	
                Pass-Through
                  Rate: Floating

              	 	
                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 27, 2006

              	 	
                Trustee:
                  HSBC Bank USA, National Association

              
	 	 	 
	
                No.
                  __

              	 	
                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-A SECURITIES, INC. MORTGAGE LOAN TRUST, SERIES 2006-AR1

       

      MORTGAGE
        PASS-THROUGH CERTIFICATE

       

      evidencing
        a fractional undivided interest in the distributions allocable to the Class
        I-A-[1][2][3][4]
        Certificates with respect to a trust fund generally consisting of a pool
        of
        conventional one- to four-family adjustable-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 Group I 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 Business Day prior to 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 I-A-[1][2][3][4] 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 I-A-[1][2][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 (adjusted for the actual number of days which have elapsed
        in
        the related Interest Accrual Period) equal to the lesser of (i) One Month
        LIBOR
        plus [____]% per annum, in the case of each Distribution Date through and
        including the Optional Termination Date, or One-Month LIBOR plus [____]%,
        in the
        case of any Distribution Date following the Optional Termination Date and
        (ii)
        the applicable Net WAC Pass-Through Rate for such 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
        in the
        Trust Fund formed pursuant to the Agreement.

       

      The
        Certificates are limited in right of payment to certain collections and
        recoveries respecting the related Mortgage Loans and payments received pursuant
        to the Group I Swap Agreement, 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 with respect to matters affecting
        the Group I Swap Agreement, the Group I Swap Provider). 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.

       

      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.

       

      Prior
        to
        the termination of the Supplemental Interest Trust, any 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 by its acceptance thereof shall be
        deemed to make the representations 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 (A) all of the Group I Loans
        and all property acquired in respect of such Group I Loans, and (B) all of
        the
        Group II-V Loans and all properties acquired in respect of such Group II-V
        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
        relating to the applicable Loan Group; however, such right to purchase is
        subject to the aggregate Scheduled Principal Balance of the Group I Loans
        or the
        Group II-V Loans, as applicable, and the fair market value of each related
        REO
        Property remaining in the Trust Fund at the time of purchase, being less
        than or
        equal to 5% of the aggregate Scheduled Principal Balance of the Group I Loans
        or
        the Group II-V Loans, as applicable, 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 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 I-A-[1][2][3][4] Certificates referred to in the
        within-mentioned Agreement.

       

      

        
          	 	
                  
                    WELLS
                      FARGO BANK, N.A.

                    as
                      Securities Administrator

                  

                
	 	 	 
	 	
                  By:

                	 
	 	
                   

                	
                  Authorized
                    Signatory

                
	 	
                   

                	 


        

        

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          



      

      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

                  __________________

                  (State)

                
	
                   

                  TEN
                    ENT - 

                	
                   

                  as
                    tenants by the entireties

                	 
	
                   

                  JT
                    TEN - 

                	
                   

                  as
                    joint tenants with right

                  of
                    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 Mortgage 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 Trustee or the Securities Administrator 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 [II][III][IV][V] A-[1][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.

       

      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-AR1, Class
                  [II][III][IV][V]-A-[1][2]

              	 	
                Aggregate
                  Certificate Principal Balance of the Class [II][III][IV][V]-A-[1][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 27, 2006

              	 	
                Trustee:
                  HSBC Bank USA, National Association

              
	 	 	 
	
                No.
                  __

              	 	
                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-A SECURITIES, INC. MORTGAGE LOAN TRUST, SERIES 2006-AR1

       

      MORTGAGE
        PASS-THROUGH CERTIFICATE

       

      evidencing
        a fractional undivided interest in the distributions allocable to the Class
        [II][III][IV][V]-A-[1][2] Certificates with respect to a trust fund generally
        consisting of a pool of conventional one- to four-family adjustable-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 Group [II][III][IV][V] 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
        [II][III][IV][V]-A-[1][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 [II][III][IV][V]-A-[1][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
        [______]% per annum and with respect to any Distribution Date thereafter
        shall
        be a rate per annum equal to the weighted average of the Net Mortgage Rate
        of
        the Group [II][III][IV][V] Loans for the related 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
        in the
        Trust Fund formed pursuant to the Agreement.

       

      The
        Certificates are limited in right of payment to certain collections and
        recoveries respecting the related Mortgage Loans, 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. 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.

       

      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 (A) all of the Group I Loans
        and all property acquired in respect of such Group I Loans, and (B) all of
        the
        Group II-V Loans and all properties acquired in respect of such Group II-V
        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
        relating to the applicable Loan Group; however, such right to purchase is
        subject to the aggregate Scheduled Principal Balance of the Group I Loans
        or the
        Group II-V Loans, as applicable, and the fair market value of each related
        REO
        Property remaining in the Trust Fund at the time of purchase, being less
        than or
        equal to 5% of the aggregate Scheduled Principal Balance of the Group I Loans
        or
        the Group II-V Loans, as applicable, 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 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 [II][III][IV][V]-A-[1][2] Certificates referred to in the
        within-mentioned Agreement.

       

      

        
          	 	
                  
                    WELLS
                      FARGO BANK, N.A.

                    as
                      Securities Administrator

                  

                
	 	 	 
	 	
                  By:

                	 
	 	
                   

                	
                  Authorized
                    Signatory

                
	 	
                   

                	 


        

        

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          



      

      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      

              
	
                TEN
                  ENT -

              	
                as
                  tenants by the entireties

              	 	
                
                  (Cust)                                      (Minor)

                  under
                    Uniform Gifts 

                  to
                    Minors Act

                

              
	
                JT
                  TEN -

              	
                as
                  joint tenants with right 

                if
                  survivorship and not as 

                tenants
                  in common

              	 	
                (State)

              
	 	 	 	 
	
                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 Mortgage 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 Trustee or the Securities Administrator 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 I-M-[1][2][3][4][5][6][7][8] 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 THE GROUP I SENIOR CERTIFICATES[,/ AND] THE
        CLASS
        I-M-1 CERTIFICATES[,/ AND] THE CLASS I-M-2 CERTIFICATES[,/ AND] THE CLASS
        I-M-3
        CERTIFICATES [,/AND] THE CLASS I-M-4 CERTIFICATES[,/ AND] THE CLASS I-M-5
        CERTIFICATES[,/AND] THE CLASS I-M-6 CERTIFICATES[,/AND] THE CLASS I-M-7
        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-AR1, Class I-M-[1][2][3][4][5][6][7][8]

              	 	
                Aggregate
                  Certificate Principal Balance of the Class I-M-[1][2][3][4][5][6][7][8]
                  Certificates as of the Issue Date: $______________

              
	 	 	 
	
                Pass-Through
                  Rate: Floating

              	 	
                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 27, 2006

              	 	
                Trustee:
                  HSBC Bank USA, National Association

              
	 	 	 
	
                No.
                  ___

              	 	
                Issue
                  Date: January 31, 2006

              
	 	 	 
	 	 	
                CUSIP:
                  _________________

              


      

      


      


      DEUTSCHE
        ALT-A SECURITIES, INC. MORTGAGE LOAN TRUST, SERIES 2006-AR1

      MORTGAGE
        PASS-THROUGH CERTIFICATE

       

      evidencing
        a fractional undivided interest in the distributions allocable to the Class
        M
        Certificates with respect to a trust fund generally consisting of a pool
        of
        conventional one- to four-family adjustable-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 Group I 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 Business Day prior to 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 I-M-[1][2][3][4][5][6][7][8] 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
        I-M-[1][2][3][4][5][6][7][8] 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 (adjusted for the actual number of days which have elapsed
        in
        the related Interest Accrual Period) equal to the lesser of (i) One Month
        LIBOR
        plus [____]% per annum, in the case of each Distribution Date through and
        including the Optional Termination Date, or One-Month LIBOR plus [____]%,
        in the
        case of any Distribution Date following the Optional Termination Date and
        (ii)
        the applicable Net WAC Pass-Through Rate for such 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 related Mortgage Loans and payments received pursuant
        to the Group I Swap Agreement, 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 with respect to matters affecting
        the Group I Swap Agreement, the Group I Swap Provider). 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.

       

      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 (A) all of the Group I Loans
        and all property acquired in respect of such Group I Loans, and (B) all of
        the
        Group II-V Loans and all properties acquired in respect of such Group II-V
        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
        relating to the applicable Loan Group; however, such right to purchase is
        subject to the aggregate Scheduled Principal Balance of the Group I Loans
        or the
        Group II-V Loans, as applicable, and the fair market value of each related
        REO
        Property remaining in the Trust Fund at the time of purchase, being less
        than or
        equal to 5% of the aggregate Scheduled Principal Balance of the Group I Loans
        or
        the Group II-V Loans, as applicable, 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 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 M-[1][2][3][4][5][6][7][8] Certificates referred to in the
        within-mentioned Agreement.

       

      

        
          	 	
                  
                    WELLS
                      FARGO BANK, N.A.

                    as
                      Securities Administrator

                  

                
	 	 	 
	 	
                  By:

                	 
	 	
                   

                	
                  Authorized
                    Signatory

                
	 	
                   

                	 


        

        


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          



      

      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      

                
	
                  TEN
                    ENT -

                	
                  as
                    tenants by the entireties

                	 	
                  
                    (Cust)                                      (Minor)

                    under
                      Uniform Gifts 

                    to
                      Minors Act

                  

                
	
                  JT
                    TEN -

                	
                  as
                    joint tenants with right 

                  if
                    survivorship and not as 

                  tenants
                    in common

                	 	
                  (State)

                
	 	 	 	 
	
                  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 Mortgage 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 Trustee or the Securities Administrator 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 M 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 THE GROUP II-V SENIOR 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-AR1, Class M

              	 	
                Aggregate
                  Certificate Principal Balance of the Class M 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 27, 2006

              	 	
                Trustee:
                  HSBC Bank USA, National Association

              
	 	 	 
	
                No.
                  ___

              	 	
                Issue
                  Date: January 31, 2006

              
	 	 	 
	 	 	
                CUSIP:
                  _________________

              


      

      


      DEUTSCHE
        ALT-A SECURITIES, INC. MORTGAGE LOAN TRUST, SERIES 2006-AR1

      MORTGAGE
        PASS-THROUGH CERTIFICATE

       

      evidencing
        a fractional undivided interest in the distributions allocable to the Class
        M
        Certificates with respect to a trust fund generally consisting of a pool
        of
        conventional one- to four-family adjustable-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 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 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 (1) the sum of the following for each loan group:
        the product of (x) the weighted average net mortgage rate of the related
        Mortgage Loans and (y) the Subordinate Amount immediately prior to that
        Distribution Date, divided by (2) the aggregate certificate principal balance
        of
        the Group II-V Subordinate Certificates immediately prior to that 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 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, 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. 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.

       

      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 (A) all of the Group I Loans
        and all property acquired in respect of such Group I Loans, and (B) all of
        the
        Group II-V Loans and all properties acquired in respect of such Group II-V
        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
        relating to the applicable Loan Group; however, such right to purchase is
        subject to the aggregate Scheduled Principal Balance of the Group I Loans
        or the
        Group II-V Loans, as applicable, and the fair market value of each related
        REO
        Property remaining in the Trust Fund at the time of purchase, being less
        than or
        equal to 5% of the aggregate Scheduled Principal Balance of the Group I Loans
        or
        the Group II-V Loans, as applicable, 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 M Certificates referred to in the within-mentioned
          Agreement.

         

        

          
            	 	
                    
                      WELLS
                        FARGO BANK, N.A.

                      as
                        Securities Administrator

                    

                  
	 	 	 
	 	
                    By:

                  	 
	 	
                     

                  	
                    Authorized
                      Signatory

                  
	 	
                     

                  	 


          

          

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            


            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      

                      
	
                        TEN
                          ENT -

                      	
                        as
                          tenants by the entireties

                      	 	
                        
                          (Cust)                                      (Minor)

                          under
                            Uniform Gifts 

                          to
                            Minors Act

                        

                      
	
                        JT
                          TEN -

                      	
                        as
                          joint tenants with right 

                        if
                          survivorship and not as 

                        tenants
                          in common

                      	 	
                        (State)

                      
	 	 	 	 
	
                        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 Mortgage
                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 Trustee or the Securities Administrator 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 B-[1][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.

       

      THIS
        CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP II-V SENIOR
        CERTIFICATES[,/ AND] THE CLASS M CERTIFICATES [AND THE CLASS B-1 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-AR1, Class B-[1][2]

              	 	
                Aggregate
                  Certificate Principal Balance of the Class B-[1][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 27, 2006

              	 	
                Trustee:
                  HSBC Bank USA, National Association

              
	 	 	 
	
                No.
                  __

              	 	
                Issue
                  Date: January 31, 2006

              
	 	 	 
	 	 	
                CUSIP:
                  _________________

              


      

      


      DEUTSCHE
        ALT-A SECURITIES, INC. MORTGAGE LOAN TRUST, SERIES 2006-AR1

      MORTGAGE
        PASS-THROUGH CERTIFICATE

       

      evidencing
        a fractional undivided interest in the distributions allocable to the Class
        B-[1][2] Certificates with respect to a trust fund generally consisting of
        a
        pool of conventional one- to four-family adjustable-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 B-[1][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 B-[1][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
        [______]% per annum and with respect to any Distribution Date thereafter
        shall
        be a rate per annum equal to (1) the sum of the following for each loan group:
        the product of (x) the weighted average net mortgage rate of the related
        Mortgage Loans and (y) the Subordinate Amount immediately prior to that
        Distribution Date, divided by (2) the aggregate certificate principal balance
        of
        the Group II-V Subordinate Certificates immediately prior to that 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 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, 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 Interest of all Certificates. 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.

       

      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 (A) all of the Group I Loans
        and all property acquired in respect of such Group I Loans, and (B) all of
        the
        Group II-V Loans and all properties acquired in respect of such Group II-V
        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
        relating to the applicable Loan Group; however, such right to purchase is
        subject to the aggregate Scheduled Principal Balance of the Group I Loans
        or the
        Group II-V Loans, as applicable, and the fair market value of each related
        REO
        Property remaining in the Trust Fund at the time of purchase, being less
        than or
        equal to 5% of the aggregate Scheduled Principal Balance of the Group I Loans
        or
        the Group II-V Loans, as applicable, 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 B-[1][2] Certificates referred to in the within-mentioned
          Agreement.

         

        

          
            	 	
                    
                      WELLS
                        FARGO BANK, N.A.

                      as
                        Securities Administrator

                    

                  
	 	 	 
	 	
                    By:

                  	 
	 	
                     

                  	
                    Authorized
                      Signatory

                  
	 	
                     

                  	 


          

          

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            


            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 Mortgage
              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 Trustee or the Securities Administrator to issue
              a new
              Certificate of a like denomination 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 B-[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”).

       

      THIS
        CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP II-V SENIOR
        CERTIFICATES, THE CLASS M CERTIFICATES, THE CLASS B-1 CERTIFICATES [,/AND]
        THE
        CLASS B-2 CERTIFICATES [[,/AND] THE CLASS B-3 CERTIFICATES [,/AND] THE CLASS
        B-4
        CERTIFICATES], TO THE EXTENT DESCRIBED IN 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.

       

      THIS
        CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
        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.

       

      [THIS
        CERTIFICATE IS A REGULATION S TEMPORARY GLOBAL CERTIFICATE FOR PURPOSES OF
        REGULATION S UNDER THE SECURITIES ACT. PRIOR TO THE DATE THAT IS 40 DAYS
        AFTER
        THE LATER OF (I) THE COMMENCEMENT OF THE OFFERING OF THE OFFERED CERTIFICATES
        AND (II) THE CLOSING DATE, THIS CERTIFICATE MAY NOT BE OFFERED, SOLD, PLEDGED
        OR
        OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT
        TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
        ACT.]

       

      [NO
        BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE SHALL
        BE
        ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREIN UNLESS THE REQUIRED
        CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE AGREEMENT
        (AS
        DEFINED HEREIN).]

       

      [THE
        HOLDER OF THIS REGULATION S PERMANENT GLOBAL CERTIFICATE BY ITS ACCEPTANCE
        HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE WITHIN
        THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE
        SECURITIES ACT) PRIOR TO THE DATE WHICH IS THE LATER OF (I) 40 DAYS AFTER
        THE
        LATER OF THE CLOSING DATE AND (II) THE DATE ON WHICH THE REQUISITE
        CERTIFICATIONS ARE DUE TO AND PROVIDED TO THE TRUSTEE AND SECURITIES
        ADMINISTRATOR PURSUANT TO THE AGREEMENT (AS DEFINED BELOW), EXCEPT PURSUANT
        TO
        AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
        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-AR1, Class B-[3][4][5]

              	 	
                Aggregate
                  Certificate Principal Balance of the Class B-[3][4][5] 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 27, 2006

              	 	
                Trustee:
                  HSBC Bank USA, National Association

              
	 	 	 
	
                No.
                  ___

              	 	
                Issue
                  Date: January 31, 2006

              
	 	 	 
	 	 	
                CUSIP:
                  _____________

              


      

      


      DEUTSCHE
        ALT-A SECURITIES, INC. MORTGAGE LOAN TRUST, SERIES 2006-AR1

      MORTGAGE
        PASS-THROUGH CERTIFICATE

       

      evidencing
        a fractional undivided interest in the distributions allocable to the Class
        B-[3][4][5] Certificates with respect to a trust fund generally consisting
        of a
        pool of conventional one- to four-family adjustable-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.] [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 B-[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 B-[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 (1) the sum of the following for each loan group:
        the product of (x) the weighted average net mortgage rate of the related
        Mortgage Loans and (y) the Subordinate Amount immediately prior to that
        Distribution Date, divided by (2) the aggregate certificate principal balance
        of
        the Group II-V Subordinate Certificates immediately prior to that 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 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, 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 Interest of all Certificates. 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.

       

      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 B-1 and B-3, 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 shall be made to any person unless the Transferee
        provides a certification pursuant to 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 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 (A) all of the Group I Loans
        and all property acquired in respect of such Group I Loans, and (B) all of
        the
        Group II-V Loans and all properties acquired in respect of such Group II-V
        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
        relating to the applicable Loan Group; however, such right to purchase is
        subject to the aggregate Scheduled Principal Balance of the Group I Loans
        or the
        Group II-V Loans, as applicable, and the fair market value of each related
        REO
        Property remaining in the Trust Fund at the time of purchase, being less
        than or
        equal to 5% of the aggregate Scheduled Principal Balance of the Group I Loans
        or
        the Group II-V Loans, as applicable, 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 B-[3][4][5] Certificates referred to in the within-mentioned
            Agreement.

        

        

          
            	 	
                    
                      WELLS
                        FARGO BANK, N.A.

                      as
                        Securities Administrator

                    

                  
	 	 	 
	 	
                    By:

                  	 
	 	
                     

                  	
                    Authorized
                      Signatory

                  
	 	
                     

                  	 


          

          

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            


            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 Mortgage
              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 Trustee or the Securities Administrator to issue
              a new
              Certificate of a like denomination 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 [I-R][A-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”).

       

      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.

       

      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-AR1, Class [I-R][A-R]

              	 	
                [Aggregate
                  Certificate Principal Balance of the Class A-R Certificates as
                  of the
                  Issue Date: $100]

              
	 	 	 
	 	 	
                [Denomination:
                  $________]

              
	 	 	 
	
                Pass-Through
                  Rate: Variable

              	 	
                Aggregate
                  Percentage Interest of the Class [I-R][A-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 27, 2006

              	 	
                Trustee:
                  HSBC Bank USA, National Association

              
	 	 	 
	
                No.
                  __

              	 	
                Issue
                  Date: January 31, 2006

              
	 	 	 
	 	 	
                CUSIP:
                  _____________

              


      

      


       

      DEUTSCHE
        ALT-A SECURITIES, INC. MORTGAGE LOAN TRUST, SERIES 2006-AR1

      MORTGAGE
        PASS-THROUGH CERTIFICATE

       

      evidencing
        a fractional undivided interest in the distributions allocable to the Class
        [I-R][A-R] Certificates with respect to a trust fund generally consisting
        of a
        pool of conventional one- to four-family adjustable-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 [I-R][A-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 [I-R][A-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.

       

      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
        equal to the weighted average of the Net Mortgage Rates of the Group [I][II-V]
        Loans for such 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 payments received pursuant
        to the
        Group I Swap Agreement], 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 Interest of all Certificates [(and with respect to matters affecting
        the Group I Swap Agreement, the Group I Swap Provider).] 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.

       

      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 [I-R][A-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 [I-R][A-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 (A) all of the Group I Loans
        and all property acquired in respect of such Group I Loans, and (B) all of
        the
        Group II-V Loans and all properties acquired in respect of such Group II-V
        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
        relating to the applicable Loan Group; however, such right to purchase is
        subject to the aggregate Scheduled Principal Balance of the Group I Loans
        or the
        Group II-V Loans, as applicable, and the fair market value of each related
        REO
        Property remaining in the Trust Fund at the time of purchase, being less
        than or
        equal to 5% of the aggregate Scheduled Principal Balance of the Group I Loans
        or
        the Group II-V Loans, as applicable, 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 [I-R][A-R] Certificates referred to in the within-mentioned
              Agreement.



        

        
          
            	 	
                    
                      WELLS
                        FARGO BANK, N.A.

                      as
                        Securities Administrator

                    

                  
	 	 	 
	 	
                    By:

                  	 
	 	
                     

                  	
                    Authorized
                      Signatory

                  
	 	
                     

                  	 


          

          

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

          

           

          
            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      

                      
	
                        TEN
                          ENT -

                      	
                        as
                          tenants by the entireties

                      	 	
                        
                          (Cust)                                      (Minor)

                          under
                            Uniform Gifts 

                          to
                            Minors Act

                        

                      
	
                        JT
                          TEN -

                      	
                        as
                          joint tenants with right 

                        if
                          survivorship and not as 

                        tenants
                          in common

                      	 	
                        (State)

                      
	 	 	 	 
	
                        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 Mortgage
                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 Trustee or the Securities Administrator 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 I-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,
        AS
        AMENDED (THE “CODE”).

       

      THIS
        CERTIFICATE IS SUBORDINATE TO THE GROUP I SENIOR 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 (1) OUTSIDE OF THE UNITED STATES
        WITHIN THE MEANING OF AND IN COMPLIANCE WITH REGULATION S UNDER THE 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 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 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.

       

      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-AR1, Class I-CE

              	 	
                Aggregate
                  Certificate Principal Balance of the Class I-CE Certificates as
                  of the
                  Issue Date: $_____________

              
	 	 	 
	
                Pass-Through
                  Rate: Variable

              	 	
                Denomination:
                  $_________________

              
	 	 	 
	
                Cut-off
                  Date and date of Pooling and Servicing Agreement: January 1,
                  2006

              	 	
                Master
                  Servicer: Wells Fargo Bank, N.A.

              
	 	 	 
	
                First
                  Distribution Date: February 27, 2006

              	 	
                Trustee:
                  HSBC Bank USA, National Association

              
	 	 	 
	
                No.
                  __

              	 	
                Issue
                  Date: January 31, 2006

              


      

      


      DEUTSCHE
        ALT-A SECURITIES, INC. MORTGAGE LOAN TRUST, SERIES 2006-AR1

      MORTGAGE
        PASS-THROUGH CERTIFICATE

       

      evidencing
        a fractional undivided interest in the distributions allocable to the Class
        [I-R][A-R] Certificates with respect to a trust fund generally consisting
        of a
        pool of conventional one- to four-family adjustable-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 I-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 I-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
        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, 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, the Servicers
        and
        the rights of the Certificateholders under the Agreement at any time by the
        Depositor, the Master Servicer, the Trustee, the Securities Administrator
        and
        the Servicers with the consent of the Holders of Certificates entitled to
        at
        least 66% of the Voting Rights (and with respect to matters affecting the
        Group
        I Swap Agreement, the Group I Swap Provider). 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.

       

      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 B-1 and B-3, 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 shall be made to any person unless the Transferee
        provides a certification pursuant to Section 5.2(c) of the Agreement.


       

      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 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 (A) all of the Group I Loans
        and all property acquired in respect of such Group I Loans, and (B) all of
        the
        Group II-V Loans and all properties acquired in respect of such Group II-V
        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
        relating to the applicable Loan Group; however, such right to purchase is
        subject to the aggregate Scheduled Principal Balance of the Group I Loans
        or the
        Group II-V Loans, as applicable, and the fair market value of each related
        REO
        Property remaining in the Trust Fund at the time of purchase, being less
        than or
        equal to 5% of the aggregate Scheduled Principal Balance of the Group I Loans
        or
        the Group II-V Loans, as applicable, 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 I-CE Certificates referred to in the within-mentioned
              Agreement.


          

        

        
          
            	 	
                    
                      WELLS
                        FARGO BANK, N.A.

                      as
                        Securities Administrator

                    

                  
	 	 	 
	 	
                    By:

                  	 
	 	
                     

                  	
                    Authorized
                      Signatory

                  
	 	
                     

                  	 


          

           

        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        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      

                  
	
                    TEN
                      ENT -

                  	
                    as
                      tenants by the entireties

                  	 	
                    
                      (Cust)                                      (Minor)

                      under
                        Uniform Gifts 

                      to
                        Minors Act

                    

                  
	
                    JT
                      TEN -

                  	
                    as
                      joint tenants with right 

                    if
                      survivorship and not as 

                    tenants
                      in common

                  	 	
                    (State)

                  
	 	 	 	 
	
                    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 Trustee or the Securities Administrator 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

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        A-9

      


      FORM
        OF
        CLASS [I][II/V]-P[1][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”).

       

      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.

       

      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.

       

      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-AR1, Class [I][II/V]-P-[1][2]

              	 	
                Aggregate
                  Certificate Principal Balance of the Class [I][II/V]-P-[1][2] 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 27, 2006

              	 	
                Master
                  Servicer: Wells Fargo Bank, N.A.

              
	 	 	 
	
                No.
                  __

              	 	
                Trustee:
                  HSBC Bank USA, National Association

              
	 	 	 
	 	 	
                Issue
                  Date: January 31, 2006

              
	 	 	 
	 	 	
                CUSIP:
                  _____________

              


      

      


      DEUTSCHE
        ALT-A SECURITIES, INC. MORTGAGE LOAN TRUST, SERIES 2006-AR1

      MORTGAGE
        PASS-THROUGH CERTIFICATE

       

      evidencing
        a fractional undivided interest in the distributions allocable to the Class
        [I][II/V]-P-[1][2] Certificates with respect to a trust fund generally
        consisting of a pool of conventional one- to four-family adjustable-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 [I][II/V]-P-[1][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 [I][II/V]-P-[1][2]
        Certificates the aggregate initial Certificate Principal Balance of which
        is in
        excess of the lesser of (i) $5,000,000 or (ii) two-thirds of the aggregate
        initial Certificate Principal Balance of the Class [I][II/V]-P-[1][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.

       

      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.
        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.

       

      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 B-1 and B-3, 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 (A) all of the Group I Loans
        and all property acquired in respect of such Group I Loans, and (B) all of
        the
        Group II-V Loans and all properties acquired in respect of such Group II-V
        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
        relating to the applicable Loan Group; however, such right to purchase is
        subject to the aggregate Scheduled Principal Balance of the Group I Loans
        or the
        Group II-V Loans, as applicable, and the fair market value of each related
        REO
        Property remaining in the Trust Fund at the time of purchase, being less
        than or
        equal to 5% of the aggregate Scheduled Principal Balance of the Group I Loans
        or
        the Group II-V Loans, as applicable, 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 [I][II/V]-P-[1][2] Certificates referred to in
                  the
                  within-mentioned Agreement.

                 

              

            

          

          
            
              	 	
                      
                        WELLS
                          FARGO BANK, N.A.

                        as
                          Securities Administrator

                      

                    
	 	 	 
	 	
                      By:

                    	 
	 	
                       

                    	
                      Authorized
                        Signatory

                    
	 	
                       

                    	 


            

            

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              
                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      

                          
	
                            TEN
                              ENT -

                          	
                            as
                              tenants by the entireties

                          	 	
                            
                              (Cust)                                      (Minor)

                              under
                                Uniform Gifts 

                              to
                                Minors Act

                            

                          
	
                            JT
                              TEN -

                          	
                            as
                              joint tenants with right 

                            if
                              survivorship and not as 

                            tenants
                              in common

                          	 	
                            (State)

                          
	 	 	 	 
	
                            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 Trustee or the Securities Administrator 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-1

      


      FORM
        OF
        TRANSFEROR REPRESENTATION LETTER

       

      [Date]

       

      Wells
        Fargo Bank, N.A.

      Sixth
        Street and Marquette Avenue

      Minneapolis,
        Minnesota 55479

      Attention:
        Corporate Trust DBALT-2006-AR1

       

      
        	 	
                Re:

              	
                Deutsche
                  Alt-A Securities, Inc. Mortgage Loan Trust, Series 2006-AR1

                Mortgage
                  Pass-Through Certificates [Class B-3, Class B-4, Class B-5, Class
                  I-P1,

                 Class
                  I-P2, Class II/V-P1, Class II/V-P2]
                  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,
	 	 
	 	[Transferor]
	 	 	 
	 	
                  By:

                	 
	 	
                  Name:

                	 
	 	
                  Title:

                	 


        

        

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          



      

      FORM
        OF
        TRANSFEREE REPRESENTATION LETTER

       

      [Date]

       

      Wells
        Fargo Bank, N.A.

      Sixth
        Street and Marquette Avenue

      Minneapolis,
        Minnesota 55479

      Attention:
        Corporate Trust DBALT 2006-AR1

       

      
         

        
          	 	
                  Re:

                	
                  Deutsche
                    Alt-A Securities, Inc. Mortgage Loan Trust, Series 2006-AR1

                  
                    Mortgage
                      Pass-Through Certificates [Class B-3, Class B-4, Class B-5,
                      Class
                      I-P1,

                     Class
                      I-P2, Class II/V-P1, Class II/V-P2]
                      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:

       

      The
        Transferee is a “qualified institutional buyer” as that term is defined in Rule
        144A (“Rule 144A”) under the Securities Act of 1933 (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.

       

      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.

       

      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 I-P1, Class I-P2, Class
        II/V-P1, Class II/V-P2] 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.] [[for Class
        B-3,
        Class B-4, Class B-5] (i) is an insurance company, (ii) the source of funds
        used
        to acquire or hold the certificate or interest therein is an “insurance company
        general account,” as such term is defined in Prohibited Transaction Class
        Exemption (“PTCE”) 95-60, and (iii) (A) prior to the termination of the
        Supplemental Interest Trust, the acquisition and holding of such Certificate
        and
        the separate right to receive payments from the Supplemental Interest Trust
        are
        eligible for the exemptive relief under PTCE 95-60 and (B) subsequent to
        the
        termination of the Supplemental Interest Trust, the conditions in Sections
        I and
        III of PTCE 95-60 have been satisfied.]

       

      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 B-1

       

      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.

       

      
        

          

          
            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.

          

        



      Dated:

       

      
        
          	 	 
	 	Print
                  Name of
                  Transferee
	 	 	 
	 	
                  By:

                	 
	 	
                  Name:

                	 
	 	
                  Title:

                	 


        

        

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          



      

      ANNEX
        2 TO EXHIBIT B-1

       

      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 or Advisor
	 	 	 
	 	
                    By:

                  	 
	 	
                    Name:

                  	 
	 	
                    Title:

                  	 


          

          
             

            
              
                	 	 
	 	Print
                        Name of
                        Transferee 


              

              

                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                



            

          

        

      

      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
        B-2

       

      FORM
        OF
        TRANSFEROR REPRESENTATION LETTER

       

      ____________,
        20__

       

      Wells
        Fargo Bank, N.A.

      Sixth
        Street and Marquette Avenue

      Minneapolis,
        Minnesota 55479

      Attention:
        Corporate Trust DBALT 2006-AR1

       

      
        
           

          
            	 	
                    Re:

                  	
                    
                      Deutsche
                        Alt-A Securities, Inc. Mortgage Loan Trust, Series 2006-AR1

                      Mortgage
                        Pass-Through Certificates [Class B-3, Class B-4, Class B-5,
                        Class I-P1,
                        

                      Class
                        I-P2, Class II/V-P1, Class
                        II/V-P]

                    

                  


          

           

        

      

       

      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,
        or
        (e) has taken any other action, that (as to any of (a) through (e) above)
        would
        constitute a distribution of the Certificates under the Securities Act of
        1933
        (the “Act’), that would render the disposition of any Certificate a violation of
        Section 5 of the Act or any state securities law, or that would require
        registration or qualification pursuant thereto. The Transferor will not act,
        in
        any manner set forth in the foregoing sentence with respect to any Certificate.
        The Transferor has not and 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,
	 	 
	 	(Transferor)
	 	 	 
	 	
                    By:

                  	 
	 	
                    Name:

                  	 
	 	
                    Title:

                  	 


          

          

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            



        

      

      FORM
        OF
        TRANSFEREE LETTER

       

      _______________,
        20__

       

      Wells
        Fargo Bank, N.A.

      Sixth
        Street and Marquette Avenue

      Minneapolis,
        Minnesota 55479

      Attention:
        Corporate Trust DBALT 2006-AR1

       

      
        
           

          
            	 	
                    Re:

                  	
                    
                      Deutsche
                        Alt-A Securities, Inc. Mortgage Loan Trust, Series 2006-AR1

                      Mortgage
                        Pass-Through Certificates [Class B-3, Class B-4, Class B-5,
                        Class I-P1,
                        

                      Class
                        I-P2, Class II/V-P1, Class
                        II/V-P]

                    

                  


          

        

      

       

      Ladies
        and Gentlemen:

       

      In
        connection with the transfer by ______________________ (the “Transferor”) to
        __________________________ (the “Transferee”) of the captioned mortgage
        pass-through certificates (the “Certificates”), the Transferee hereby certifies
        as follows:

       

      1. The
        Transferee understands that (a) the Certificates have not been and will not
        be
        registered or qualified under the Securities Act of 1933, as amended (the
“Act”)
        or any state securities law, (b) the Depositor is not required to so register
        or
        qualify the Certificates, (c) the Certificates may be resold only if registered
        and qualified pursuant to the provisions of the Act or any state securities
        law,
        or if an exemption from such registration and qualification is available,
        (d)
        the Pooling and Servicing Agreement contains restrictions regarding the transfer
        of the Certificates and (e) the Certificates will bear a legend to the foregoing
        effect.

       

      2. The
        Transferee is acquiring the Certificates for its own account for investment
        only
        and not with a view to or for sale in connection with any distribution thereof
        in any manner that would violate the Act or any applicable state securities
        laws.

       

      3. The
        Transferee is (a) a substantial, sophisticated institutional investor having
        such knowledge and experience in financial and business matters, and, in
        particular, in such matters related to securities similar to the Certificates,
        such that it is capable of evaluating the merits and risks of investment
        in the
        Certificates, (b) able to bear the economic risks of such an investment and
        (c)
        an “accredited investor” within the meaning of Rule 501(a) promulgated pursuant
        to the Act.

       

      4. The
        Transferee has been furnished with, and has had an opportunity to review
        (a) a
        copy of the Pooling and Servicing Agreement and (b) such other information
        concerning the Certificates, the Mortgage Loans and the Depositor as has
        been
        requested by the Transferee from the Depositor or the Transferor and is relevant
        to the Transferee’s decision to purchase the Certificates. The Transferee has
        had any questions arising from such review answered by the Depositor or the
        Transferor to the satisfaction of the Transferee.

       

      5. The
        Transferee has not and will not nor has it authorized or will it authorize
        any
        person to (a) offer, pledge, sell, dispose of or otherwise transfer any
        Certificate, any interest in any Certificate or any other similar security
        to
        any person in any manner, (b) solicit any offer to buy or to accept a pledge,
        disposition of other transfer of any Certificate, any interest in any
        Certificate or any other similar security from any person in any manner,
        (c)
        otherwise approach or negotiate with respect to any Certificate, any interest
        in
        any Certificate or any other similar security with any person in any manner,
        (d)
        make any general solicitation by means of general advertising or in any other
        manner or (e) take any other action, that (as to any of (a) through (e) above)
        would constitute a distribution of any Certificate under the Act, that would
        render the disposition of any Certificate a violation of Section 5 of the
        1933
        Act or any state securities law, or that would require registration or
        qualification pursuant thereto. The Transferee will not sell or otherwise
        transfer any of the Certificates, except in compliance with the provisions
        of
        the Pooling and Servicing Agreement.

       

      6. 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. §12510.3-101 or (b) [[for Class I-P1, Class I-P2, Class
        II/V-P1, Class II/V-P2] 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.] [[for Class
        B-3,
        Class B-4, Class B-5] (i) is an insurance company, (ii) the source of funds
        used
        to acquire or hold the certificate or interest therein is an “insurance company
        general account,” as such term is defined in Prohibited Transaction Class
        Exemption (“PTCE”) 95-60, and (iii) (A) prior to the termination of the
        Supplemental Interest Trust, the acquisition and holding of such Certificate
        and
        the separate right to receive payments from the Supplemental Interest Trust
        are
        eligible for the exemptive relief under PTCE 95-60 and (B) subsequent to
        the
        termination of the Supplemental Interest Trust, the conditions in Sections
        I and
        III of PTCE 95-60 have been satisfied.]

       

      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 6 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.

       

      
         

        
          
            
              	 	Very
                      truly
                      yours,
	 	 	 
	 	
                      By:

                    	 
	 	
                      Name:

                    	 
	 	
                      Title:

                    	 


            

            
 

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

          

        

      


      EXHIBIT
        B-3

       

      FORM
        OF
        REGULATION S TRANSFER CERTIFICATE

       

      [Date]

       

      Wells
        Fargo Bank, N.A.

      Sixth
        Street and Marquette Avenue

      Minneapolis,
        Minnesota 55479

      Attention:
        Corporate Trust DBALT 2006-AR1

       

      
        
          
             

            
              	 	
                      Re:

                    	
                      
                        Deutsche
                          Alt-A Securities, Inc. Mortgage Loan Trust, Series 2006-AR1

                        Mortgage
                          Pass-Through Certificates [Class B-3, Class B-4, Class
                          B-5 and Class
                          I-

                        P1,
                          Class I-P2, Class II/V-P1, Class
                          II/V-P2]

                      

                    


            

          

        

         

      

      Ladies
        and Gentlemen:

       

      Reference
        is hereby made to the Pooling and Servicing Agreement (the “Agreement”), dated
        as of January 1, 2006, among Deutsche Alt-A Securities, Inc. (the “Depositor”),
        Wells Fargo Bank, N.A., as master and securities administrator (the “Master
        Servicer”) and HSBC Bank USA, National Association, as trustee (the “Trustee”).
        Capitalized terms used herein but not defined herein shall have the meanings
        assigned thereto in the Agreement.

       

      This
        letter relates to U.S. $[__________] Certificate Principal Balance of Class
        [B-[3][4][5]][I-P1][I-P2][II/V-P1][II/V-P2]] Certificates (the “Certificates”)
        which are held in the name of [name of transferor] (the “Transferor”) to effect
        the transfer of the Certificates to a person who wishes to take delivery
        thereof
        in the form of an equivalent beneficial interest [name of transferee] (the
        “Transferee”).

       

      In
        connection with such request, the Transferor hereby certifies that such transfer
        has been effected in accordance with the transfer restrictions set forth
        in the
        Agreement and the private placement memorandum dated January 31, 2006 relating
        to the Certificates and that the following additional requirements (if
        applicable) were satisfied:

       

      (a) the
        offer
        of the Certificates was not made to a person in the United States;

       

      (b) at
        the
        time the buy order was originated, the Transferee was outside the United
        States
        or the Transferor and any person acting on its behalf reasonably believed
        that
        the Transferee was outside the United States;

       

      (c) no
        directed selling efforts were made in contravention of the requirements of
        Rule
        903(b) or 904(b) of Regulation S, as applicable;

       

      (d) the
        transfer or exchange is not part of a plan or scheme to evade the registration
        requirements of the Securities Act;

       

      (e) the
        Transferee is not a U.S. Person, as defined in Regulation S under the Securities
        Act;

       

      (f) the
        transfer was made in accordance with the applicable provisions of Rule 903(b)(2)
        or (3) or Rule 904(b)(1), as the case may be; and

       

      (g) the
        Transferee understands that the Certificates have not been and will not be
        registered under the Securities Act, that any offers, sales or deliveries
        of the
        Certificates purchased by the Transferee in the United States or to U.S.
        persons
        prior to the date that is 40 days after the later of (i) the commencement
        of the
        offering of the Certificates and (ii) the Closing Date, may constitute a
        violation of United States law, and that (x) distributions of principal and
        interest and (y) the exchange of beneficial interests in a Temporary Regulation
        S Global Certificate for beneficial interests in the related Permanent
        Regulation S Global Certificate, in each case, will be made in respect of
        such
        Certificates only following the delivery by the Holder of a certification
        of
        non-U.S. beneficial ownership, at the times and in the manner set forth in
        the
        Agreement.

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      You
        are
        entitled to rely upon this letter and are irrevocably authorized to produce
        this
        letter or a copy hereof to any interested party in any administrative or
        legal
        proceedings or official inquiry with respect to the matters covered
        hereby.

       

      
         

        
          
            
              	 	Very
                      truly
                      yours,
	 	 	 
	 	
                      By:

                    	 
	 	
                      Name:

                    	 
	 	
                      Title:

                    	 


            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

          

        

      


      EXHIBIT
        B-4

       

      FORM
        OF
        CLEARSTREAM CERTIFICATE

       

      [Date]

       

      HSBC
        Bank
        USA

      452
        Fifth
        Avenue

      New
        York,
        New York 10018

      Attention:
        Deutsche Alt-A Securities Trust 2006-AR1

       

      Wells
        Fargo Bank, N.A.

      Sixth
        Street & Marquette Avenue

      Minneapolis,
        Minnesota 55479

      Attention: Deutsche
        Alt-A Securities, Inc., 2006-AR1

       

      
        
          
            
               

              
                	 	
                        Re:

                      	
                        
                          
                            Deutsche
                              Alt-A Securities, Inc. Mortgage Loan Trust, 

                            Series
                              2006-AR1 Mortgage Pass-through Certificates, (the “Trust”) 

                            Class
                              [B-3, B-4, B-5, I-P1, I-P2, II/V-P1, II/V-P2] Certificates
                              (the
                              “Certificates”)

                          

                        

                      


              

            

          

           

        

      

       

      Ladies
        and Gentlemen:

       

      Reference
        is hereby made to the Pooling and Servicing Agreement (the “Agreement”), dated
        as of January 1, 2006, among Deutsche Alt-A Securities, Inc. (the “Depositor”),
        Wells Fargo Bank, N.A., as master servicer and securities administrator (the
        “Master Servicer”) and HSBC Bank USA, as trustee (the “Trustee”). Capitalized
        terms used herein but not defined herein shall have the meanings assigned
        thereto in the Agreement.

       

      This
        is
        to certify that, based solely on certificates we have received in writing,
        by
        tested telex or by electronic transmissions from member organizations appearing
        in our records as persons being entitled to a portion of the Certificates
        set
        forth below (our “Member Organizations”), substantially to the effect set forth
        in Annex A hereto, U.S. $________ certificate balance of the above-captioned
        Certificates held by us or on our behalf are beneficially owned by non-U.S.]
        person(s). As used in this paragraph, the term “U.S. person” has the meaning
        given to it by Regulation S under the United States Securities Act of 1933,
        as
        amended (the “Securities Act”).

       

      We
        further certify (i) that we are not making available herewith for exchange
        any
        portion of the Temporary Regulation S Global Certificates excepted in such
        certificates and (ii) that as of the date hereof we have not received any
        notification from any of our Member Organizations to the effect that the
        statements made by such Member Organizations with respect to any interest
        in the
        Certificates identified above are no longer true and cannot be relied upon
        as of
        the date hereof. We understand that this certification is required in connection
        with certain securities laws of the United States. In connection therewith,
        if
        administrative or legal proceedings are commenced or threatened in connection
        with this certificate is or would be relevant, we irrevocably authorized
        you to
        produce this certificate to any interested party in such
        proceedings.

       

      


      Yours
        faithfully,

       

      [[Insert
        Name of Depositary for Euroclear], as operator of the Euroclear
        system]

       

      or

       

      [CLEARSTREAM,
        SOCIÉTÉ ANONYME]

       

      By:_______________________________________

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      ANNEX
        A TO EXHIBIT B-4

       

      FORM
        OF
        MEMBER ORGANIZATION CERTIFICATE

       

      [(Insert
        Name of Depositary for

      Euroclear),
        as operator of the 

      Euroclear
        system or Clearstream, société anonyme]

       

      
        
          
            
               

              
                	 	
                        Re:

                      	
                        
                          
                            
                              Deutsche
                                Alt-A Securities, Inc. Mortgage Loan Trust, 

                              Series
                                2006-AR1 Mortgage Pass-through Certificates, (the
“Trust”) 

                              Class
                                [B-3, B-4, B-5] Certificates (the “Certificates”)
                                

                            

                          

                        

                      


              

            

          

           

        

      

       

      Ladies
        and Gentlemen:

       

      Reference
        is hereby made to the Pooling and Servicing Agreement (the “Agreement”), dated
        as of January 1, 2006, among Deutsche Mortgage Securities, Inc. (the
“Depositor”), Wells Fargo Bank , N.A., as master servicer and securities
        administrator (the “Master Servicer”) and HSBC Bank USA, as trustee (the
“Trustee”). Capitalized terms used herein but not defined herein shall have the
        meanings assigned thereto in the Agreement.

       

      This
        is
        to certify that, as of the date hereof and except as set forth below, the
        Certificates held by you for our account [except $ ________________ of such
        beneficial interest in such Certificates in respect of which we are not able
        to
        certify and as to which we understand the exercise of any rights to payments
        thereon or the exchange for Permanent Regulation S Global Certificates cannot
        be
        made until we do so certify,] are beneficially owned by non-U.S. persons.
        As
        used in this paragraph, the term “U.S. person” has the meaning given to it by
        Regulation S under the Securities Act.

       

      We
        undertake to advise you promptly by tested telex on or prior to the date
        on
        which you intend to submit your certification relating to the Certificates
        held
        by you for our account in accordance with your documented procedures if any
        applicable statement herein is not correct on such date, and in the absence
        of
        any such notification it may be assumed that this certificate applies as
        of such
        date.

       

      Dated:
        ____________, 200__( 1)

      


      Faithfully,

       

      [Name
        of
        Person giving the certificate]

      

        

      

      
        
          (1)
            To be
            dated no earlier than 15 days prior to the event to which the certification
            relates.

        

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      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-A Securities, Inc. Mortgage Loan
        Trust, Series 2006-AR1 Mortgage Pass-Through Certificates, Class [I-R][A-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 Alt-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.

       

      8. The
        Investor 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
        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]

       

      By:
        _____________________________________

            
        [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

       

      

        
          	
                  STATE
                    OF 

                	
                  )

                	 
	 	
                  )

                	
                  ss.:

                
	
                  COUNTY
                    OF

                	
                  )

                	 


        

        
 

      

      My
        commission expires the ___ day of ___________________, 20___.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        D

       

      MORTGAGE
        LOAN PURCHASE AGREEMENT

      BETWEEN
        THE DEPOSITOR AND THE SPONOR

       

      [FILED
        WITH THE SEC]

       

      MORTGAGE
        LOAN PURCHASE AGREEMENT

      
         

        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-A
          Securities, Inc. Mortgage Loan Trust, Series 2006-AR1 Mortgage Pass-Through
          Certificates (the “Certificates”). The Certificates will consist of 31 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
          I-A-1, Class I-A-2, Class I-A-3, Class I-A-4, Class II-A-1, Class II-A-2,
          Class
          III-A-1, Class III-A-2, Class IV-A-1, Class IV-A-2, Class V-A-1, Class
          V-A-2,
          Class I-M-1, Class I-M-2, Class I-M-3, Class I-M-4, Class I-M-5, Class
          I-M-6,
          Class I-M-7, Class I-M-8, Class A-R, Class B-1 and Class B-2
          Certificates to Deutsche Bank Securities Inc. (“DBSI”), pursuant to the Amended
          and Restated Underwriting Agreement, dated as of August 1, 2003, as amended
          to
          and including January 30, 2006, between the Purchaser and DBSI, and the
          Terms
          Agreement, dated January 31, 2006, between the Purchaser and DBSI. The
          Purchaser
          will sell the Class B-3, Class B-4 and Class B-5 Certificates to DBSI pursuant
          to the Purchase Agreement dated as of January 31, 2006 between 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, adjustable-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 $1,011,415,100 (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
          (other than the Mortgage Loans serviced by IndyMac Bank, F.S.B. (“IndyMac”),
          which IndyMac retains as additional servicing compensation pursuant to
          its
          servicing agreement).

         

        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
          Closing Balance and (ii) a 100% interest in the Class I-CE, Class I-R,
          Class
          I-P, Class II-P, Class II/V-P1 and Class II/V-P2 Certificates. The Class
          I-CE,
          Class I-R, Class I-P, Class II-P, Class II/V-P1 and Class II/V-P2 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.

         

        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.

         

        (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 Section 4(b)(i) 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; and if any document referred
          to in
          Section 4(b)(ii) or 4(b)(iv) above has been submitted for recording but
          either
          (x) has not been returned from the applicable public recording office or
          (y) has
          been lost or such public recording office has retained the original of
          such
          document, the obligations of the Seller hereunder shall be deemed to have
          been
          satisfied upon delivery to the Purchaser or any assignee, transferee or
          designee
          of the Purchaser promptly upon receipt thereof by or on behalf of the Seller
          of
          either the original or a copy of such document certified by the applicable
          public recording office to be a true and complete copy of the
          original.

         

        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 preceding the
          date
          such Mortgage Loan was purchased by the Seller;

         

        (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 disclosed in 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)  The
          Mortgage Interest Rate with respect to the Mortgage Loans is subject to
          adjustment at the time and in the amounts as are set forth in the related
          Mortgage Note;

         

        (xxxix)  No
          Mortgage Loan contains a provision whereby the Mortgagor can convert a
          Mortgage
          Loan into a fixed rate Mortgage Loan;

         

        (xl)  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;

         

        (xli)  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; \

         

        (xlii)  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; and

         

        (xliii)  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). 

         

        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 the related Custodian’s
          preliminary exception reports, as described in the related 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”),
          National City Mortgage Co. (“NatCity”), Residential Funding Corporation (“RFC”),
          Franklin Bank, SSB (“Franklin Bank”), IndyMac, F.S.B. (“IndyMac”), Wells Fargo
          Bank, N.A. (“Wells Fargo”) and Countrywide Home Loans Servicing LP
          (“Countrywide”),
          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, Countrywide,
          NatCity, Franklin Bank, IndyMac, Wells Fargo Bank. and RFC). 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, Countrywide, NatCity, Franklin
          Bank,
          IndyMac, Wells Fargo and RFC). 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

        


        Standard
          & Poor’s LEVELS® Glossary Version 5.6(c) Revised, Appendix E

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



        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
          E

        


        Schedule
          1122 (Pooling and Servicing Agreement)

         

        Assessments
          of Compliance and Attestation Reports Servicing Criteria1 

        


        


        
          	
                  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

                	 	 	 	 	 
	
                  (ii) 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

                	
                  X

                
	
                  (ii) remittances

                	 	 	
                  X

                	 	 	
                  X

                	 	
                  X

                
	
                  (iii) proper
                    posting of distributions

                	 	 	
                  X

                	 	 	
                  X

                	 	
                  X

                
	
                  (iv) reconciliation
                    of remittances and payment statements

                	 	 	
                  X

                	 	 	
                  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
          F

         

        [RESERVED]

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        


        EXHIBIT
          G

        


        


        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 3.28 of the Pooling and Servicing Agreement. 

        


        Under
          Item 1 of Form 10-D: a) items marked “monthly statement” are required to be
          included in the periodic Distribution Date statement under Section 4.6
          of the
          Pooling and Servicing Agreement, 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 monthly
          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

                   

                  (monthly
                    statement)

                	 	 	 	 
	
                  (2)
                    Cash flows received and the sources thereof for distributions,
                    fees and
                    expenses.

                	 	 	
                  X

                   

                  (monthly
                    statement)

                	 	 	 	 
	
                  (3)
                    Calculated amounts and distribution of the flow of funds for
                    the period
                    itemized by type and priority of payment, including:

                	 	 	
                  X

                   

                  (monthly
                    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

                   

                  (monthly
                    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

                   

                  (monthly
                    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

                   

                  (monthly
                    statement)

                	 	 	 	 
	
                  (iv)
                    The amount of excess cash flow or excess spread and the disposition
                    of
                    excess cash flow.

                	 	 	
                  X

                   

                  (monthly
                    statement)

                	 	 	 	 
	
                  (4)
                    Beginning and ending principal balances of the asset-backed
                    securities.

                	 	 	
                  X

                   

                  (monthly
                    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

                   

                  (monthly
                    statement)

                	 	 	 	 
	
                  (6)
                    Beginning and ending balances of transaction accounts, such as
                    reserve
                    accounts, and material account activity during the period.

                	 	 	
                  X

                   

                  (monthly
                    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

                   

                  (monthly
                    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

                   

                  (monthly
                    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

                   

                  (monthly
                    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

                   

                  (monthly
                    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

                   

                  (monthly
                    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

                   

                  (monthly
                    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 monthly 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
          H

         

        ADDITIONAL
          DISCLOSURE NOTIFICATION

         

        **SENT
          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

        Attn:
          Corporate Trust Services - [DEAL NAME] - 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 [________] [__], 2006 among [_____________], as [______], [_____________],
          as [______], [_____________], as [______] and [_____________], as [______],
          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:

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


         

        EXHIBIT
          I

         

        GROUP
          I
          SWAP AGREEMENT

         

        [FILED
          WITH THE SEC]

         

        
           

           

          
            	Deutsche Bank 	 	 	
                    

                  
	
                    Aktiengesellschaft

                  	 	 	 
	 	 	 	 


          

          
             

             

          

          
            	
                    Date:

                  	
                    January
                      31, 2006

                  
	 	 
	
                    To:

                  	
                    HSBC
                      Bank USA, National Association, not in its individual capacity,
                      but solely
                      as trustee for the supplemental interest trust created pursuant
                      to the
                      Pooling and Servicing Agreement, with respect to the Deutsche
                      Alt-A
                      Securities, Inc. Mortgage Loan Trust, Series 2006-AR1 Mortgage
                      Pass-Through Certificates

                  
	 	 
	
                    Attention:

                  	
                    Corporate
                      Trust & Loan Agency/DBALT 2006-AR1

                  
	
                    Facsimile
                      no.:

                  	
                    (212)
                      525-1300

                  
	 	 
	
                    Our
                      Reference:

                  	
                    Global
                      No. N444800N
                      

                  
	 	 
	
                    Re:

                  	
                    Interest
                      Rate Swap Transaction

                  
	 	 


          

          


          Ladies
            and Gentlemen:

          


          The
            purpose of this letter agreement ("Agreement") is to confirm the terms
            and
            conditions of the Transaction entered into on the Trade Date specified
            below
            (the "Transaction") between Deutsche Bank AG ("DBAG") and HSBC Bank USA,
            National Association, not individually, but solely as trustee of the
            Supplemental Interest Trust (“Counterparty”) created under the Pooling and
            Servicing Agreement, dated and effective as of January 1,
            2006,
            among Deutsche Alt-A Securities, Inc., as Depositor, Wells Fargo Bank,
            National
            Association, as Master Servicer and Securities Administrator, and HSBC
            Bank USA,
            National Association, as Trustee (the “Pooling and Servicing Agreement”). This
            Agreement, which evidences a complete and binding agreement between you
            and us
            to enter into the Transaction on the terms set forth below, constitutes
            a
            "Confirmation" as referred to in the "ISDA Form Master Agreement" (as
            defined
            below), as well as a “Schedule” as referred to in the ISDA Form Master
            Agreement.

          


          1. This
            Agreement is subject to the 2000
            ISDA Definitions (the
            “Definitions”), as published by the International Swaps and Derivatives
            Association, Inc. (“ISDA”). You and we have agreed to enter into this Agreement
            in lieu of negotiating a Schedule to the 1992 ISDA Master Agreement
            (Multicurrency—Cross Border) form (the "ISDA Form Master Agreement") but,
            rather, an ISDA Form Master Agreement shall be deemed to have been executed
            by
            you and us on the date we entered into the Transaction. In the event
            of any
            inconsistency between the provisions of this Agreement and the Definitions
            or
            the ISDA Form Master Agreement, this Agreement shall prevail for purposes
            of the
            Transaction. Terms capitalized but not defined herein shall have the
            meanings
            attributed to them in the Pooling and Servicing Agreement.

          


          


          2. The
            terms
            of the particular Transaction to which this Confirmation relates are
            as
            follows:

          


          
            	
                    Notional
                      Amount:

                  	
                    With
                      respect to any Calculation Period, the amount set forth for
                      such period in
                      Schedule I attached hereto.

                  
	 	 
	
                    Trade
                      Date:

                  	
                    January
                      26, 2006

                  
	 	 
	
                    Effective
                      Date:

                  	
                    February
                      25, 2006

                  
	 	 
	
                    Termination
                      Date:

                  	
                    November
                      25, 2011

                  


          

          


          Fixed
            Amounts:

          


          


          
            	
                    Fixed
                      Rate Payer:

                  	
                    Counterparty

                  
	 	 
	
                    Fixed
                      Rate Payer Period End Dates:

                  	
                    The
                      25th day of each month, commencing March 25, 2006, through
                      and including
                      the Termination Date, subject to No adjustment

                  
	 	 
	
                    Fixed
                      Rate Payer Payment Dates:

                  	
                    One
                      Business Day prior to each Floating Rate Payer Period End
                      Date.

                  
	 	 
	
                    Fixed
                      Rate:

                  	
                    4.8875
                      %

                  
	 	 
	
                    Fixed
                      Rate Day Count Fraction:

                  	
                    30/360

                  
	 	 


          

          


          


          Floating
            Amounts:

          


          
            	
                    Floating
                      Rate Payer:

                  	
                    DBAG

                  
	 	 
	
                    Floating
                      Rate Payer Period End Dates:

                  	
                    The
                      25th day of each month, commencing March 25, 2006, through
                      and including
                      the Termination Date, subject to adjustment in accordance with
                      the
                      Modified Following Business Day Convention.

                  
	 	 
	
                    Floating
                      Rate Payer Payment Dates:

                  	
                    One
                      Business Day prior to each Floating Rate Payer Period End
                      Date.

                  
	 	 
	
                    Floating
                      Rate Option:

                  	
                    USD-LIBOR-BBA

                  
	 	 
	
                    Designated
                      Maturity:

                  	
                    1
                      month

                  
	 	 
	
                    Spread:

                  	
                    None

                  
	 	 
	
                    Floating
                      Rate Day Count Fraction:

                  	
                    Actual/360

                  
	 	 
	
                    Reset
                      Dates:

                  	
                    The
                      first day of each Calculation Period

                  
	 	 
	
                    Compounding:

                  	
                    Inapplicable

                  
	 	 


          

          


          Calculation
            Agent: DBAG

          


          Business
            Days: New
            York


          


          


          3. Additional
            Provisions:                                  
Each
            party hereto is hereby advised and acknowledges that the other party
            has engaged
            in (or refrained from engaging in) substantial financial transactions
            and has
            taken (or refrained from taking) other material actions in reliance upon
            the
            entry by the parties into the Transaction being entered into on the terms
            and
            conditions set forth herein and in the Confirmation relating to such
            Transaction, as applicable.

          


          


          
            	
                    4.

                  	
                    Provisions
                      Deemed Incorporated in a Schedule to the ISDA Form Master
                      Agreement:

                  


          

          


          
            	
                    1)

                  	
                    The
                      parties agree that subparagraph (ii) of Section 2(c) of the
                      ISDA Form
                      Master Agreement will apply to any
                      Transaction.

                  


          

          


          2)
            Termination
            Provisions.
            Subject
            to the provisions of paragraph 13 below, for purposes of the ISDA Form
            Master
            Agreement:

          


          (a) "Specified
            Entity" is not applicable to DBAG or Counterparty for any purpose. 

          


          (b) “Breach
            of Agreement” provision of Section 5(a)(ii) will not apply to DBAG or
            Counterparty.

          


          (c) “Credit
            Support Default” provisions of Section 5(a)(iii) will not apply to Counterparty
            and will not apply to DBAG unless DBAG has obtained a guarantee or posted
            collateral pursuant to paragraph 12 below.

          


          (d) “Misrepresentation”
            provisions of Section 5(a)(iv) will not apply to DBAG or
            Counterparty.

          


          (e) "Specified
            Transaction" is not applicable to DBAG or Counterparty for any purpose,
            and,
            accordingly, Section 5(a)(v) shall not apply to DBAG or
            Counterparty.

          


          (f) The
            "Cross Default" provisions of Section 5(a)(vi) will not apply to DBAG
            or to
            Counterparty. 

          


          (g) With
            respect to the Counterparty, the "Bankruptcy" provision of Section 5(a)(vii)(2)
            will be deleted in its entirety.

          


          (h) The
            "Merger Without Assumption" provisions of Section 5(a)(viii) will not
            apply to
            Counterparty. 

          


          (i) The
            "Tax
            Event Upon Merger" provisions of Section 5(b)(iii) will not apply to
            DBAG as
            Burdened Party.

          


          (j) The
            "Credit Event Upon Merger" provisions of Section 5(b)(iv) will not apply
            to DBAG
            or to Counterparty.

          


          (k) The
            "Automatic Early Termination" provision of Section 6(a) will not apply
            to DBAG
            or to Counterparty.

          


          (l) Payments
            on Early Termination. For the purpose of Section 6(e) of the ISDA Form
            Master
            Agreement:

          


          (i)   Market
            Quotation will apply.

          (ii) The
            Second Method will apply. 

          


          (m) "Termination
            Currency" means United States Dollars. 

          


          3)
            Tax
            Representations. 

          


          
            	 	
                    Payer
                      Representations. For the purpose of Section 3(e) of the
                      ISDA Form Master
                      Agreement, DBAG and Counterparty make the following
                      representations:

                  


          

          


          
            	 	 	
                    It
                      is not required by any applicable law, as modified by the practice
                      of any
                      relevant governmental revenue authority, of any Relevant Jurisdiction
                      to
                      make any deduction or withholding for or on account of any
                      Tax from any
                      payment (other than interest under Section 2(e), 6(d)(ii) or
                      6(e) of
                      the
                      ISDA Form Master
                      Agreement) to be made by it to the other party under this Agreement.
                      In
                      making this representation, it may rely on (i) the accuracy
                      of any
                      representations made by the other party pursuant to Section
                      3(f) of
                      the
                      ISDA Form Master
                      Agreement, (ii) the satisfaction of the agreement contained
                      in Section
                      4(a)(i) or 4(a)(iii) of the
                      ISDA Form Master
                      Agreement and the accuracy and effectiveness of any document
                      provided by
                      the other party pursuant to Section 4(a)(i) or 4(a)(iii) of
the
                      ISDA Form Master
                      Agreement and (iii) the satisfaction of the agreement of the
                      other party
                      contained in Section 4(d) of the
                      ISDA Form Master
                      Agreement, provided that it shall not be a breach of this representation
                      where reliance is placed on clause (ii) and the other party
                      does not
                      deliver a form or document under Section 4(a)(iii) by reason
                      of material
                      prejudice of its legal or commercial
                      position.

                  


          

          


          
            	 	
                    Payee
                      Representations. For the purpose of Section 3 (f) of the
                      ISDA Form Master
                      Agreement, DBAG and Counterparty make the following
                      representations:

                  


          

          


          (i) 
DBAG
            represents that it
            is a
“foreign person” within the meaning of the applicable U.S. Treasury Regulations
            concerning information reporting and backup withholding tax (as in effect
            on
            January 1, 2001), unless DBAG provides written notice to Counterparty
            that it is
            no longer a foreign person. In respect of this Transaction it enters
            into
            through an office or discretionary agent in the United States or which
            otherwise
            is allocated for United States federal income tax purposes to such United
            States
            trade or business, each payment received or to be received by it under
            such
            Transaction will be effectively connected with its conduct of a trade
            or
            business in the United States.

          


          
            	 	
                    (ii)

                  	
                    Counterparty
                      represents that it is trustee for the Supplement Interest Trust
                      created
                      under the Pooling and Servicing
                      Agreement.

                  


          

          


          4)
            The
            ISDA Form Master Agreement is hereby amended as follows:

          


          (a)
            The
            word “third” shall be replaced by the word “second” in the third line of Section
            5(a)(i) of the ISDA Form Master Agreement; 

          


          5)
            Documents
            to be Delivered.
            For the
            purpose of Section 4(a)(i) and (ii) of the ISDA Form Master Agreement,
            each
            party agrees to deliver the following documents, as applicable:

          


          (1) Tax
            forms, documents, or certificates to be delivered are:

           

          
            	
                    Party
                      required to deliver document

                  	
                    Form/Document/

                    Certificate

                  	
                    Date
                      by which to

                    be
                      delivered

                  
	 	 	 
	
                    DBAG
                      and

                    the
                      Counterparty

                  	
                    Any
                      document required or reasonably requested to allow the other
                      party to make
                      payments under this Agreement without any deduction or withholding
                      for or
                      on the account of any Tax or with such deduction or withholding
                      at a
                      reduced rate

                  	
                    Promptly
                      after the earlier of (i) reasonable demand by either party
                      or (ii)
                      learning that such form or document is
                      required

                  


          

           

          (2) Other
            documents to be delivered are:

          
            	
                    Party
                      required to deliver document

                  	
                    Form/Document/

                    Certificate

                  	
                    Date
                      by which to

                    be
                      delivered

                  	
                    Covered
                      by Section 3(d) Representation

                  
	 	 	 	 
	
                    DBAG
                      and

                    the
                      Counterparty

                  	
                    Any
                      documents required by the receiving party to evidence the authority
                      of the
                      delivering party or its Credit Support Provider, if any, for
                      it to execute
                      and deliver this Agreement, any Confirmation, and any Credit
                      Support
                      Documents to which it is a party, and to evidence the authority
                      of the
                      delivering party or its Credit Support Provider to perform
                      its obligations
                      under this Agreement, such Confirmation and/or Credit Support
                      Document, as
                      the case may be

                  	
                    Upon
                      the execution and delivery of this Agreement and such
                      Confirmation

                  	
                    Yes

                  
	 	 	 	 
	
                    DBAG
                      and

                    the
                      Counterparty

                  	
                    A
                      certificate of an authorized officer of the party, as to the
                      incumbency
                      and authority of the respective officers of the party signing
                      this
                      Agreement, any relevant Credit Support Document, or any Confirmation,
                      as
                      the case may be

                  	
                    Upon
                      the execution and delivery of this Agreement and such
                      Confirmation

                  	
                    Yes

                  


          

          


          6)
             Miscellaneous

          


          
            	
                    (a)

                  	
                    Address
                      for Notices: For the purposes of Section 12(a) of the ISDA Form
                      Master Agreement:

                  


          

          


          Addresses
            for notices or communications to DBAG:

           

          Addresses
            for notices to DBAG under Sections 5 or 6 (other than notices under Section
            5(a)(i)) shall be sent to:

          


          Deutsche
            Bank AG, Head Office

          Taunusanlage
            12

          60262
            Frankfurt

          GERMANY

          Attention:
            Legal Department

          Telex
            No:
            411836 or 416731 or 41233

          Answerback: DBF-D

          


          All
            other
            notices to DBAG shall be sent directly to the Office through which DBAG
            is
            acting for the relevant Transaction, using the address and contact particulars
            specified in the Confirmation of that Transaction or otherwise
            notified.

          


          Address
            for notices or communications to the Counterparty:

           

          
            	 	Address:	
                    HSBC
                      Bank USA, National Association

                    452 Fifth Avenue

                    New York, NY 10018

                    Attention: Corporate Trust & Loan Agency/DBALT
                      2006-AR1

                  


            	 	 	 


            	 	(For all purposes)	 


            	 	 	 


            	 	 	 


            	 	
                    With
                      copy to:

                  	
                    Wells
                      Fargo Bank, N.A.

                  


          

          9062
            Old
            Annapolis Road

          Columbia,
            MD 21045

          Attention:
            Client Manager - DBALT 2006-AR1

          Tel:
            410-884-2000

          Fax:
            410-715-2380

          


          (b) Process
            Agent. For the purpose of Section 13(c):

          


          DBAG
            appoints as its  Not
            Applicable

          


          The
            Counterparty appoints as its  Not
            Applicable

          


          
            	
                    (c)

                  	
                    Offices.
                      The provisions of Section 10(a) will not apply to this
                      Agreement.

                  


          

          


          
            	
                    (d)

                  	
                    Multibranch
                      Party. For the purpose of Section 10(c) of the ISDA Form Master
                      Agreement:

                  


          

          


          DBAG
            is
            not a Multibranch Party.

          


          
            	 	
                    The
                      Counterparty is not a Multibranch
                      Party.

                  


          

          


          
            	
                    (e)

                  	
                    Calculation
                      Agent. The Calculation Agent is DBAG.

                  


            	 	 


            	(f)	Credit Support Document.


          

           

          DBAG:
            Not
            applicable, except for any guarantee or contingent agreement delivered
            pursuant
            to paragraph 12 below.

          


          The
            Counterparty:  Not
            Applicable

          


          
            	
                    (g)

                  	
                    Credit
                      Support Provider.

                  


          

          


          DBAG: Not
            Applicable for so long as no Credit Support Document is delivered under
            paragraph 12 below, otherwise, to the party that is the primary obligor
            under
            the Credit Support Document.

          


          
            	 	
                    The
                      Counterparty:

                  	
                    Not
                      Applicable

                  


          

          


          (h) Governing
            Law. The
            parties to this Agreement hereby agree that the law of the State of New
            York
            shall govern their rights and duties in whole without regard to conflict
            of law
            provisions thereof other than New York General Obligations Law Sections
            5-1401
            and 5-1402. 

          


          (i) Severability. If
            any
            term, provision, covenant, or condition of this Agreement, or the application
            thereof to any party or circumstance, shall be held to be invalid or
            unenforceable (in whole or in part) for any reason, the remaining terms,
            provisions, covenants, and conditions hereof shall continue in full force
            and
            effect as if this Agreement had been executed with the invalid or unenforceable
            portion eliminated, so long as this Agreement as so modified continues
            to
            express, without material change, the original intentions of the parties
            as to
            the subject matter of this Agreement and the deletion of such portion
            of this
            Agreement will not substantially impair the respective benefits or expectations
            of the parties. 

          


          The
            parties shall endeavor to engage in good faith negotiations to replace
            any
            invalid or unenforceable term, provision, covenant or condition with
            a valid or
            enforceable term, provision, covenant or condition, the economic effect
            of which
            comes as close as possible to that of the invalid or unenforceable term,
            provision, covenant or condition. 

          


          (j) Consent
            to Recording. 
            Each
            party hereto consents to the monitoring or recording, at any time and
            from time
            to time, by the other party of any and all communications between officers
            or
            employees of the parties, waives any further notice of such monitoring
            or
            recording, and agrees to notify its officers and employees of such monitoring
            or
            recording. 

          


          (k) Waiver
            of
            Jury Trial. Each
            party waives any right it may have to a trial by jury in respect of any
            Proceedings relating to this Agreement or any Credit Support Document.
            

          


          (l) Trustee
            Capacity. It is expressly understood and agreed by the parties hereto
            that
            insofar as this Confirmation is executed by the Trustee (i) this Confirmation
            is
            executed and delivered by HSBC Bank USA, National Association not in
            its
            individual capacity but solely as trustee for the Supplement Interest
            Trust
            created under the Pooling and Servicing Agreement referred to in this
            Confirmation in the exercise of the powers and authority conferred and
            invested
            in it thereunder (ii) each of the representations, undertakings and agreements
            herein made on behalf of the Supplemental Interest Trust is made and
            intended
            not as personal representations, undertakings and agreements by HSBC
            Bank,
            National Association but is made and intended for the purposes of binding
            only
            the Supplement Interest Trust, (iii) nothing herein contained shall be
            construed
            as creating any liability on the part of HSBC Bank USA, National Association,
            individually or personally, to perform any covenant either expressed
            or implied
            contained herein, all such liability, if any, being expressly waived
            by the
            parties hereto and by any Person claiming by, through or under the parties
            hereto, (iv) under no circumstances shall HSBC Bank USA, National Association
            in
            its individual capacity be personally liable for the payment of any indebtedness
            or expenses or be personally liable for the breach or failure of any
            obligation,
            representation, warranty or covenant made or undertaken under this Confirmation
            or any other related documents, and (v) the parties hereto acknowledge
            and agree
            that under (a) the Pooling and Servicing Agreement, and (b) this Agreement,
            the
            Securities Administrator may act for Counterparty hereunder, and DBAG
            hereby
            acknowledges and agrees that it will, unless otherwise directed by the
            trustee
            for the Supplemental Interest Trust or the Securities Administrator,
            make all
            payments hereunder to the account specified below. DBAG shall be entitled
            to
            rely, shall be fully protected in relying, and shall incur no liability
            from
            relying in good faith, upon any writing, resolution, notice, consent,
            certificate, affidavit, letter, telegram, facsimile or telephone message,
            statement or other document or conversation believed by it to be genuine
            and
            correct and to have been signed, sent or made by the Securities Administrator.
            

          


          (m) Proceedings.
            DBAG
            shall not institute against or cause any other person to institute against,
            or
            join any other person in instituting against, Deutsche Alt-A Securities,
            Inc.
            Mortgage Loan Trust 2006-AR1 or HSBC Bank USA, National Association,
            not
            individually, but solely as Trustee for the Supplemental Interest Trust
            any
            bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,
            or other proceedings under any federal or state bankruptcy or similar
            law for a
            period of one year and one day (or, if longer, the applicable preference
            period)
            following payment in full of the Certificates. This provision will survive
            the
            termination of this Agreement.

          


          (n) DBAG
            hereby agrees that, notwithstanding any provision of this agreement to
            the
            contrary, Counterparty’s obligations to pay any amounts owing under this
            Agreement shall be subject to Section 4.1 of the Pooling and Servicing
            Agreement
            and DBAG’s right to receive payment of such amounts shall be subject to Section
            4.1 of the Pooling and Servicing Agreement. This provision will survive
            the
            termination of this Agreement.

          


          7)
            "Affiliate." DBAG and Counterparty shall be deemed to not have any Affiliates
            for purposes of this Agreement, including for purposes of Section 6(b)(ii).
            This
            provision will survive the termination of this Agreement.

           

          8)
            Section 3 of the ISDA Form Master Agreement is hereby amended by adding
            at the
            end thereof the following subsection (g): 

          


          "(g) Relationship
            Between Parties.
            

          


          Each
            party represents to the other party on each date when it enters into
            a
            Transaction that:--

          


          (1)
            Nonreliance.
            It is
            not relying on any statement or representation of the other party regarding
            the
            Transaction (whether written or oral), other than the representations
            expressly
            made in this Agreement or the Confirmation in respect of that Transaction.
            

          


          (2)
            Evaluation
            and Understanding.
            

          


          (i)
            DBAG
            is acting for its own account and HSBC Bank USA, National Association
            is acting
            as trustee for the Supplemental Interest Trust created under the Pooling
            and
            Servicing Agreement and not for its own account. Each party has the capacity
            to
            evaluate (internally or through independent professional advice) the
            Transaction
            and has made its own decision to enter into the Transaction;

          


          (ii)
            It
            understands the terms, conditions and risks of the Transaction and is
            willing
            and able to accept those terms and conditions and to assume those risks,
            financially and otherwise; and 

          


          (3) Purpose.
            It is an “eligible swap participant” as such term is defined in Section
            35.1(b)(2) of the regulations (17 C.F.R 35) promulgated under, and an
“eligible
            contract participant” as defined in Section 1(a)(12) of, the Commodity Exchange
            Act, as amended, and it is entering into the Transaction for the purposes
            of
            managing its borrowings or investments, hedging its underlying assets
            or
            liabilities or in connection with a line of business. 

          


          (4) Status
            of Parties.
            The
            other party is not acting as an agent, fiduciary or advisor for it in
            respect of
            the Transaction.”

          


          9)
            Set-off. 
            Notwithstanding any provision of this Agreement or any other existing
            or future
            agreement, each party irrevocably waives any and all rights it may have
            to set
            off, net, recoup or otherwise withhold or suspend or condition payment
            or
            performance of any obligation between it and the other party hereunder
            against
            any obligation between it and the other party under any other agreements.
            The
            provisions for Set-off set forth in Section 6(e) of the Agreement shall
            not
            apply for purposes of this Transaction.

          


          10)
            Transfer,
            Amendment and Assignment.
            No
            transfer, amendment, waiver, supplement, assignment or other modification
            of
            this Transaction shall be permitted by either party unless each of Standard
            & Poor’s Ratings Service, a division of The McGraw-Hill Companies, Inc.
            (“S&P”) and Moody’s Investors Service, Inc. (“Moody’s”) has been provided
            notice of the same and confirms in writing (including by facsimile transmission)
            that it will not downgrade, qualify, withdraw or otherwise modify its
            then-current rating of the Certificates.

          


          11)
            Additional
            Termination Events.
            The
            following Additional Termination Events will apply, in each case with
            respect
            Counterparty as the sole Affected Party (unless otherwise provided
            below): 

           

          (i)         DBAG
            fails to comply with the Rating Agency Downgrade provisions as set forth
            in
            Section 12 below. For all purposes of this Agreement, DBAG shall be the
            sole
            Affected Party with respect to the occurrence of a Termination Event
            described
            in this Section 11(i).

           

          (ii)       
            With
            respect to Counterparty only, any amendment to the Pooling and Servicing
            Agreement which materially adversely affects any of DBAG's rights thereunder
            is
            made without prior written consent of DBAG, where such consent is required
            under
            the Pooling and Servicing Agreement.

           

          (iii)      
            If
            the
            Trustee is unable to pay its Class A Certificates or fails or admits
            in writing
            its inability to pay its Class A Certificates as they become due.

          


          (iv)       If,
            at
            any time, the Master Servicer purchases the Mortgage Loans pursuant to
            Section
            9.1 of the Pooling and Servicing Agreement, then an Additional Termination
            Event
            shall have occurred and Counterparty shall be the sole Affected Party
            with
            respect thereto; provided, however, that notwithstanding Section 6(b)(iv)
            of the
            ISDA Form Master Agreement, only Counterparty shall have the right to
            designate
            an Early Termination Date in respect of this Additional Termination
            Event.

          


          (v)      
            If,
            upon
            the occurrence of a Swap Disclosure Event (as defined in Part 13 below)
            DBAG has
            not, within 15 days after such Swap Disclosure Event complied with any
            of the
            provisions set forth in Part 13(iii) below, then an Additional Termination
            Event
            shall have occurred with respect to DBAG and DBAG shall be the sole Affected
            Party with respect to such Additional Termination Event.

          


          12)
            Rating
            Agency Downgrade.
            In the
            event that DBAG’s short-term unsecured and unsubordinated debt rating is
            withdrawn or reduced below “A-1” by S&P or, if DBAG has both a long-term
            credit rating and a short-term credit rating from Moody’s, and either its
            long-term unsecured and unsubordinated debt rating is withdrawn or reduced
            below
“A2” by Moody’s or its short-term credit rating is withdrawn or reduced below
“P-1” by Moody’s (and together with S&P, the “Swap Rating Agencies”, and
            such rating thresholds, “Approved Rating Thresholds”), then within 30 days after
            such rating withdrawal or downgrade, DBAG shall, subject to the Rating
            Agency
            Condition and at its own expense, either (i) cause another entity to
            replace
            DBAG as party to this Agreement that meets or exceeds the Approved Rating
            Thresholds on terms substantially similar to this Agreement, (ii) obtain
            a
            guaranty of, or a contingent agreement of another person with the Approved
            Rating Thresholds, to honor, DBAG’s obligations under this Agreement, (iii) post
            collateral which will be sufficient to restore the immediately prior
            ratings of
            the Certificates, or (iv) establish any other arrangement satisfactory
            to the
            Swap Rating Agencies, which will be sufficient to restore the immediately
            prior
            ratings of the Certificates. In the event that DBAG’s long-term unsecured and
            unsubordinated debt rating is reduced below “BBB-” or its short-term unsecured
            and unsubordinated debt rating is reduced below “A-3” or is withdrawn by
            S&P, then within 10 days after such rating withdrawal or downgrade, DBAG
            shall, subject to the Rating Agency Condition and at its own expense,
            either (i)
            cause another entity to replace DBAG as party to this Agreement that
            meets or
            exceeds the Approved Rating Thresholds on terms substantially similar
            to this
            Agreement or (ii) obtain a guaranty of, or a contingent agreement of
            another
            person with the Approved Rating Thresholds, to honor, DBAG’s obligations under
            this Agreement. For purposes of this provision, “Rating Agency Condition” means,
            with respect to any particular proposed act or omission to act hereunder
            that
            the party acting or failing to act must consult with each of the Swap
            Rating
            Agencies then providing a rating of the Certificates and receive from
            each of
            the Swap Rating Agencies a prior written confirmation that the proposed
            action
            or inaction would not cause a downgrade or withdrawal of the then-current
            rating
            of the Certificates.

          


          13)
            Compliance
            with Regulation AB.
            

          


          (i)       
            DBAG
            agrees and acknowledges that the Depositor is required under Regulation
            AB under
            the Securities Act of 1933, as amended, and the Securities Exchange Act
            of 1934,
            as amended (the “Exchange Act”) (“Regulation AB”), to disclose certain financial
            information regarding DBAG or its group of affiliated entities, if applicable,
            depending on the aggregate “significant percentage” of this Agreement and any
            other derivative contracts between DBAG or its group of affiliated entities,
            if
            applicable, and Counterparty, as calculated from time to time in accordance
            with
            Item 1115 of Regulation AB.

          


          (ii)       
            It
            shall
            be a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day
            after the date hereof, the Depositor requests from DBAG the applicable
            financial
            information described in Item 1115 of Regulation AB (such request to
            be based on
            a reasonable determination by the Depositor, in good faith, that such
            information is required under Regulation AB) (the “Swap Financial
            Disclosure”).

          


          (iii)      
            Upon
            the
            occurrence of a Swap Disclosure Event, DBAG, at its own expense, shall
            (a)
            provide to the Depositor the Swap Financial Disclosure, (b) secure another
            entity to replace DBAG as party to this Agreement on terms substantially
            similar
            to this Agreement which entity (or a guarantor therefore) meets or exceeds
            the
            Approved Rating Thresholds and which satisfies the Rating Agency Condition
            and
            which entity is able to comply with the requirements of Item 1115 of
            Regulation
            AB or (c) obtain a guaranty of the DBAG’s obligations under this Agreement from
            an affiliate of the DBAG, subject to the Rating Agency Condition, that
            is able
            to comply with the financial information disclosure requirements of Item
            1115 of
            Regulation AB, such that disclosure provided in respect of the affiliate
            will
            satisfy any disclosure requirements applicable to the Swap Provider,
            and cause
            such affiliate to provide Swap Financial Disclosure. If permitted by
            Regulation
            AB, any required Swap Financial Disclosure may be provided by incorporation
            by
            reference from reports filed pursuant to the Exchange Act. 

          


          (iv)     
            DBAG
            and
            the primary obligor under any Credit Support Document agree that, in
            the event
            that DBAG provides Swap Financial Disclosure to the Depositor in accordance
            with
            Part 13(iii)(a) or causes its affiliate to provide Swap Financial Disclosure
            to
            the Depositor in accordance with Part 13(iii)(c), DBAG and such primary
            obligor
            will indemnify and hold harmless the Depositor, its respective directors
            or
            officers and any person controlling the Depositor, from and against any
            and all
            losses, claims, damages and liabilities caused by any untrue statement
            or
            alleged untrue statement of a material fact contained in such Swap Financial
            Disclosure or caused by any omission or alleged omission to state in
            such Swap
            Financial Disclosure a material fact, when considered in conjunction
            with any
            other information regarding Party A or the derivative instrument being
            written
            by Party A in the final prospectus for the Depositor-2006-SL1, required
            to be
            stated therein or necessary to make the statements therein, in light
            of the
            circumstances under which they were made, not misleading.

          


          14)
            Third
            Party Beneficiary.
            the
            Depositor shall be an express third party beneficiary of this Agreement
            as if a
            party hereto to the extent of the Depositor’s rights explicitly specified
            herein.

          


          15)
            Deduction
            or Withholding for Tax.
            The
            provisions of Section 2(d)(i)(4) and 2(d)(ii) of the ISDA Form Master
            Agreement
            shall not apply to Counterparty and Counterparty shall not be required
            to pay
            any additional amounts referred to therein.  

          


          5. Account
            Details:

          


          Account
            Details for DBAG: 

          


          Deutsche
            Bank Trust Company Americas

          New
            York
            Acct# 01 473 969

          Swift
            Code: BKTRUS33 

          


          Account
            Details for Counterparty:

          


          Wells
            Fargo Bank, N.A.

          ABA#
            121-000-248

          Account
            Name: SAS Clearing

          Account
            #
            3970771416

          FFC
            to:
            DBALT 2006-AR1, Account # 50892701

          


          6. Offices:

          


          The
            Office of DBAG for this Transaction is New York

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          


          7. Please
            confirm that the foregoing correctly sets forth the terms of our agreement
            by
            having an authorized officer sign this Confirmation and return it via
            facsimile
            to:

          


          
            	 	
                    Attention:
                      Derivative Documentation

                  	 
	 	
                    Telephone:
                      44 20 7547 4755

                  	 
	 	
                    Facsimile:
                      44 20 7545 9761

                  	 
	 	
                    E-mail:
                      derivative.documentation@db.com

                  	 


          

          


          This
            message will be the only form of Confirmation dispatched by us. If you
            wish to
            exchange hard copy forms of this Confirmation, please contact us.

          


          


          Yours
            sincerely,

          


          


          DEUTSCHE
            BANK AG - New York Branch

          


          By: ____________________________________

          Name: __________________________________

          Title: Authorized
            Signatory

          


          By: ____________________________________

          Name: __________________________________

          Title: Authorized
            Signatory

          


          


          Confirmed
            as of the date first written above:

          


          HSBC
            Bank
            USA, National Association, not in its individual capacity, but solely
            as trustee
            for the Supplemental Interest Trust, with respect to the Deutsche Alt-A
            Securities, Inc. Mortgage Loan Trust, Series 2006-AR1 Mortgage Pass-Through
            Certificates

          


          By: ____________________________________

          Name: __________________________________

          Title: ___________________________________

          



          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          SCHEDULE
            I

          (With
            respect to each Fixed Rate Payer Period End Date, all such dates are
            with No
            Adjustment, and with respect to each Floating Rate Payer Period End Date,
            all
            such dates are subject to adjustment in accordance with the Modified
            Following
            Business Day Convention.)

          


          


          
            	
                    From
                      and Including

                  	
                    To
                      but Excluding

                  	
                    Notional

                  
	
                    Effective
                      Date

                  	
                    3/25/2006

                  	
                    597,698,958.73

                  
	
                    3/25/2006

                  	
                    4/25/2006

                  	
                    580,125,866.08

                  
	
                    4/25/2006

                  	
                    5/25/2006

                  	
                    563,069,137.57

                  
	
                    5/25/2006

                  	
                    6/25/2006

                  	
                    546,513,881.95

                  
	
                    6/25/2006

                  	
                    7/25/2006

                  	
                    530,445,036.70

                  
	
                    7/25/2006

                  	
                    8/25/2006

                  	
                    514,847,970.51

                  
	
                    8/25/2006

                  	
                    9/25/2006

                  	
                    499,709,231.34

                  
	
                    9/25/2006

                  	
                    10/25/2006

                  	
                    485,015,303.68

                  
	
                    10/25/2006

                  	
                    11/25/2006

                  	
                    470,753,200.81

                  
	
                    11/25/2006

                  	
                    12/25/2006

                  	
                    456,911,122.58

                  
	
                    12/25/2006

                  	
                    1/25/2007

                  	
                    443,475,743.78

                  
	
                    1/25/2007

                  	
                    2/25/2007

                  	
                    430,435,203.48

                  
	
                    2/25/2007

                  	
                    3/25/2007

                  	
                    417,777,824.54

                  
	
                    3/25/2007

                  	
                    4/25/2007

                  	
                    405,492,355.85

                  
	
                    4/25/2007

                  	
                    5/25/2007

                  	
                    393,567,876.57

                  
	
                    5/25/2007

                  	
                    6/25/2007

                  	
                    381,993,786.32

                  
	
                    6/25/2007

                  	
                    7/25/2007

                  	
                    370,759,647.64

                  
	
                    7/25/2007

                  	
                    8/25/2007

                  	
                    359,856,398.59

                  
	
                    8/25/2007

                  	
                    9/25/2007

                  	
                    349,273,531.27

                  
	
                    9/25/2007

                  	
                    10/25/2007

                  	
                    339,001,648.35

                  
	
                    10/25/2007

                  	
                    11/25/2007

                  	
                    329,032,011.67

                  
	
                    11/25/2007

                  	
                    12/25/2007

                  	
                    319,355,491.43

                  
	
                    12/25/2007

                  	
                    1/25/2008

                  	
                    309,963,313.40

                  
	
                    1/25/2008

                  	
                    2/25/2008

                  	
                    300,847,127.76

                  
	
                    2/25/2008

                  	
                    3/25/2008

                  	
                    291,998,829.80

                  
	
                    3/25/2008

                  	
                    4/25/2008

                  	
                    283,410,552.65

                  
	
                    4/25/2008

                  	
                    5/25/2008

                  	
                    275,074,660.35

                  
	
                    5/25/2008

                  	
                    6/25/2008

                  	
                    266,983,741.05

                  
	
                    6/25/2008

                  	
                    7/25/2008

                  	
                    259,130,479.12

                  
	
                    7/25/2008

                  	
                    8/25/2008

                  	
                    251,508,019.18

                  
	
                    8/25/2008

                  	
                    9/25/2008

                  	
                    244,109,385.67

                  
	
                    9/25/2008

                  	
                    10/25/2008

                  	
                    236,928,813.73

                  
	
                    10/25/2008

                  	
                    11/25/2008

                  	
                    229,959,418.88

                  
	
                    11/25/2008

                  	
                    12/25/2008

                  	
                    223,194,868.32

                  
	
                    12/25/2008

                  	
                    1/25/2009

                  	
                    216,621,981.47

                  
	
                    1/25/2009

                  	
                    2/25/2009

                  	
                    210,239,830.89

                  
	
                    2/25/2009

                  	
                    3/25/2009

                  	
                    204,045,482.05

                  
	
                    3/25/2009

                  	
                    4/25/2009

                  	
                    198,033,414.05

                  
	
                    4/25/2009

                  	
                    5/25/2009

                  	
                    192,198,268.14

                  
	
                    5/25/2009

                  	
                    6/25/2009

                  	
                    186,534,843.02

                  
	
                    6/25/2009

                  	
                    7/25/2009

                  	
                    181,038,090.15

                  
	
                    7/25/2009

                  	
                    8/25/2009

                  	
                    175,703,109.32

                  
	
                    8/25/2009

                  	
                    9/25/2009

                  	
                    170,525,144.28

                  
	
                    9/25/2009

                  	
                    10/25/2009

                  	
                    165,499,578.47

                  
	
                    10/25/2009

                  	
                    11/25/2009

                  	
                    160,621,931.00

                  
	
                    11/25/2009

                  	
                    12/25/2009

                  	
                    155,887,852.59

                  
	
                    12/25/2009

                  	
                    1/25/2010

                  	
                    151,293,121.77

                  
	
                    1/25/2010

                  	
                    2/25/2010

                  	
                    146,833,641.07

                  
	
                    2/25/2010

                  	
                    3/25/2010

                  	
                    142,505,433.41

                  
	
                    3/25/2010

                  	
                    4/25/2010

                  	
                    138,304,638.58

                  
	
                    4/25/2010

                  	
                    5/25/2010

                  	
                    134,227,038.61

                  
	
                    5/25/2010

                  	
                    6/25/2010

                  	
                    130,269,492.84

                  
	
                    6/25/2010

                  	
                    7/25/2010

                  	
                    126,427,124.31

                  
	
                    7/25/2010

                  	
                    8/25/2010

                  	
                    122,697,874.50

                  
	
                    8/25/2010

                  	
                    9/25/2010

                  	
                    119,076,759.10

                  
	
                    9/25/2010

                  	
                    10/25/2010

                  	
                    115,562,415.14

                  
	
                    10/25/2010

                  	
                    11/25/2010

                  	
                    112,150,417.76

                  
	
                    11/25/2010

                  	
                    12/25/2010

                  	
                    108,837,589.18

                  
	
                    12/25/2010

                  	
                    1/25/2011

                  	
                    105,620,403.49

                  
	
                    1/25/2011

                  	
                    2/25/2011

                  	
                    102,497,034.45

                  
	
                    2/25/2011

                  	
                    3/25/2011

                  	
                    99,465,839.51

                  
	
                    3/25/2011

                  	
                    4/25/2011

                  	
                    96,524,102.86

                  
	
                    4/25/2011

                  	
                    5/25/2011

                  	
                    93,669,188.62

                  
	
                    5/25/2011

                  	
                    6/25/2011

                  	
                    90,898,538.49

                  
	
                    6/25/2011

                  	
                    7/25/2011

                  	
                    88,209,669.44

                  
	
                    7/25/2011

                  	
                    8/25/2011

                  	
                    85,600,171.50

                  
	
                    8/25/2011

                  	
                    9/25/2011

                  	
                    83,067,705.66

                  
	
                    9/25/2011

                  	
                    10/25/2011

                  	
                    80,610,001.74

                  
	
                    10/25/2011

                  	
                    Termination
                      Date

                  	
                    78,224,856.35

                  


          

           

        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        



        SCHEDULE
          1

         

        LOAN
          SCHEDULE

         

        [PROVIDED
          UPON REQUEST]

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        SCHEDULE
          2

         

        PREPAYMENT
          CHARGE SCHEDULE

         

        [PROVIDED
          UPON REQUEST]