Unassociated Document


    


    
      

      

    

    


    

      


      DEUTSCHE
        MORTGAGE SECURITIES, INC.

      


      


      Depositor

      


      and

      


      


      [NAME
        OF
        MASTER SERVICER]

      


      Master
        Servicer and Securities Administrator

      


      


      and

      


      


      [NAME
        OF
        TRUSTEE]

      


      Trustee

      ________________________

      


      POOLING
        AND SERVICING AGREEMENT

      


      Dated
        as
        of [______] 1, 200[___]

      


      ________________________

      


      Mortgage
        Pass-Through Certificates

      Series
        200[___]-[__]



     

     

     

     

    
      

      

    

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      
        
          	
                   TABLE
                    OF CONTENTS

                
	 	 
	
                  ARTICLE
                    I

                	 	
                  DEFINITIONS

                	
                  5

                
	 	 	 	 
	
                  Section
                    1.1

                	 	
                  Definitions.

                	
                  5

                
	
                  Section
                    1.2

                	 	
                  Allocation
                    of Certain Interest Shortfall.

                	
                  45

                
	 	 	 	 
	
                  ARTICLE
                    II

                	 	
                  CONVEYANCE
                    OF TRUST FUND; ORIGINAL ISSUANCE OF CERTIFICATES

                	
                  47

                
	 	 	 	 
	
                  Section
                    2.1

                	 	
                  Conveyance
                    of Trust Fund

                	
                  47

                
	
                  Section
                    2.2

                	 	
                  Acceptance
                    by Trustee

                	
                  48

                
	
                  Section
                    2.3

                	 	
                  Repurchase
                    or Substitution of Loans.

                	
                  48

                
	
                  Section
                    2.4

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

                	
                  51

                
	
                  Section
                    2.5

                	 	
                  Representations
                    and Warranties of the Master Servicer

                	
                  52

                
	
                  Section
                    2.6

                	 	
                  [Conveyance
                    of Subsequent Loans.]

                	
                  53

                
	
                  Section
                    2.7

                	 	
                  Establishment
                    of the Trust.

                	
                  56

                
	
                  Section
                    2.8

                	 	
                  Purpose
                    and Powers of the Trust.

                	
                  56

                
	 	 	 	 
	
                  ARTICLE
                    III

                	 	
                  ADMINISTRATION
                    AND SERVICING OF THE LOANS; ACCOUNTS

                	
                  57

                
	 	 	 	 
	
                  Section
                    3.1

                	 	
                  Master
                    Servicer

                	
                  57

                
	
                  Section
                    3.2

                	 	
                  REMIC-Related
                    Covenants

                	
                  58

                
	
                  Section
                    3.3

                	 	
                  Monitoring
                    of Servicers

                	
                  58

                
	
                  Section
                    3.4

                	 	
                  Fidelity
                    Bond

                	
                  59

                
	
                  Section
                    3.5

                	 	
                  Power
                    to Act; Procedures

                	
                  60

                
	
                  Section
                    3.6

                	 	
                  Due-on-Sale
                    Clauses; Assumption Agreements

                	
                  61

                
	
                  Section
                    3.7

                	 	
                  Release
                    of Mortgage Files.

                	
                  61

                
	
                  Section
                    3.8

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

                	
                  62

                
	
                  Section
                    3.9

                	 	
                  Standard
                    Hazard Insurance and Flood Insurance Policies.

                	
                  62

                
	
                  Section
                    3.10

                	 	
                  Presentment
                    of Claims and Collection of Proceeds

                	
                  63

                
	
                  Section
                    3.11

                	 	
                  Maintenance
                    of the Primary Mortgage Insurance Policies.

                	
                  63

                
	
                  Section
                    3.12

                	 	
                  Trustee
                    to Retain Possession of Certain Insurance Policies and
                    Documents

                	
                  64

                
	
                  Section
                    3.13

                	 	
                  Realization
                    Upon Defaulted Loans

                	
                  64

                
	
                  Section
                    3.14

                	 	
                  Compensation
                    for the Master Servicer.

                	
                  64

                
	
                  Section
                    3.15

                	 	
                  REO
                    Property.

                	
                  65

                
	
                  Section
                    3.16

                	 	
                  Annual
                    Statement as to Compliance.

                	
                  66

                
	
                  Section
                    3.17

                	 	
                  Assessments
                    of Compliance and Attestation Reports.

                	
                  66

                
	
                  Section
                    3.18

                	 	
                  Reports
                    Filed with Securities and Exchange Commission.

                	
                  68

                
	
                  Section
                    3.19

                	 	
                  Intention
                    of the Parties and Interpretation

                	
                  71

                
	
                  Section
                    3.20

                	 	
                  Obligation
                    of the Master Servicer in Respect of Compensating Interest

                	
                  71

                
	
                  Section
                    3.21

                	 	
                  Reserved.

                	
                  71

                
	
                  Section
                    3.22

                	 	
                  Protected
                    Accounts.

                	
                  71

                
	
                  Section
                    3.23

                	 	
                  Distribution
                    Account.

                	
                  73

                


        

         

         

         

        
          
            
            

          

          
            -i-

            
              

            

          

          
            
            

          

        

         

        
          	
                  Section
                    3.24

                	 	
                  Permitted
                    Withdrawals and Transfers from the Distribution Account.

                	
                  74

                
	
                  Section
                    3.25

                	 	
                  Class
                    [___] Reserve Fund.

                	
                  76

                
	
                  Section
                    3.26

                	 	
                  [Pre-Funding
                    Account.]

                	
                  77

                
	
                  Section
                    3.27

                	 	
                  [Capitalized
                    Interest Account.]

                	
                  78

                
	
                  Section
                    3.28

                	 	
                  Prepayment
                    Penalty Verification.

                	
                  79

                
	 	 	 	 
	
                  ARTICLE
                    IV

                	 	
                  PAYMENTS
                    TO CERTIFICATEHOLDERS; ADVANCES; STATEMENTS AND REPORTS

                	
                  81

                
	 	 	 	 
	
                  Section
                    4.1

                	 	
                  Distributions
                    to Certificateholders.

                	
                  81

                
	
                  Section
                    4.2

                	 	
                  Allocation
                    Realized Losses.

                	
                  87

                
	
                  Section
                    4.3

                	 	
                  Reduction
                    of Certificate Principal Balances on the Certificates.

                	
                  89

                
	
                  Section
                    4.4

                	 	
                  Compliance
                    with Withholding Requirements.

                	
                  90

                
	
                  Section
                    4.5

                	 	
                  Distributions
                    on the REMIC I Regular Interests.

                	
                  90

                
	
                  Section
                    4.6

                	 	
                  Statements
                    to Certificateholders.

                	
                  91

                
	
                  Section
                    4.7

                	 	
                  Advances.

                	
                  95

                
	 	 	 	 
	
                  ARTICLE
                    V

                	 	
                  THE
                    CERTIFICATES

                	
                  96

                
	 	 	 	 
	
                  Section
                    5.1

                	 	
                  The
                    Certificates.

                	
                  96

                
	
                  Section
                    5.2

                	 	
                  Registration
                    of Transfer and Exchange of Certificates.

                	
                  98

                
	
                  Section
                    5.3

                	 	
                  Mutilated,
                    Destroyed, Lost or Stolen Certificates.

                	
                  103

                
	
                  Section
                    5.4

                	 	
                  Persons
                    Deemed Owners.

                	
                  103

                
	
                  Section
                    5.5

                	 	
                  Certain
                    Available Information.

                	
                  103

                
	 	 	 	 
	
                  ARTICLE
                    VI

                	 	
                  THE
                    DEPOSITOR, THE MASTER SERVICER AND THE CREDIT RISK MANAGER

                	
                  105

                
	 	 	 	 
	
                  Section
                    6.1

                	 	
                  Liability
                    of the Depositor and the Master Servicer.

                	
                  105

                
	
                  Section
                    6.2

                	 	
                  Merger
                    or Consolidation of the Depositor or the Master Servicer.

                	
                  105

                
	
                  Section
                    6.3

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

                	
                  105

                
	
                  Section
                    6.4

                	 	
                  Limitation
                    on Resignation of the Master Servicer.

                	
                  106

                
	
                  Section
                    6.5

                	 	
                  Assignment
                    of Master Servicing.

                	
                  106

                
	
                  Section
                    6.6

                	 	
                  Rights
                    of the Depositor in Respect of the Master Servicer.

                	
                  107

                
	
                  Section
                    6.7

                	 	
                  Duties
                    of the Credit Risk Manager.

                	
                  108

                
	
                  Section
                    6.8

                	 	
                  Limitation
                    Upon Liability of the Credit Risk Manager.

                	
                  108

                
	
                  Section
                    6.9

                	 	
                  Removal
                    of the Credit Risk Manager.

                	
                  108

                
	
                  Section
                    6.10

                	 	
                  Transfer
                    of Servicing by Sponsor of Certain Loans Serviced by
                    [GMAC].

                	
                  108

                
	 	 	 	 
	
                  ARTICLE
                    VII

                	 	
                  DEFAULT

                	
                  110

                
	 	 	 	 
	
                  Section
                    7.1

                	 	
                  Master
                    Servicer Events of Default.

                	
                  110

                
	
                  Section
                    7.2

                	 	
                  Trustee
                    to Act; Appointment of Successor.

                	
                  112

                
	
                  Section
                    7.3

                	 	
                  Notification
                    to Certificateholders.

                	
                  113

                
	
                  Section
                    7.4

                	 	
                  Waiver
                    of Master Servicer Events of Default.

                	
                  113

                


        

         

         

        
          
            
            

          

          
            -ii-

            
              

            

          

          
            
            

          

        

         

        
          	
                  ARTICLE
                    VIII

                	 	
                  CONCERNING
                    THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

                	
                  114

                
	 	 	 	 
	
                  Section
                    8.1

                	 	
                  Duties
                    of Trustee and Securities Administrator.

                	
                  114

                
	
                  Section
                    8.2

                	 	
                  Certain
                    Matters Affecting Trustee and Securities Administrator.

                	
                  115

                
	
                  Section
                    8.3

                	 	
                  Trustee
                    and Securities Administrator not Liable for Certificates or
                    Loans.

                	
                  117

                
	
                  Section
                    8.4

                	 	
                  Trustee,
                    Master Servicer and Securities Administrator May Own
                    Certificates.

                	
                  117

                
	
                  Section
                    8.5

                	 	
                  Fees
                    and Expenses of Trustee and Securities Administrator.

                	
                  117

                
	
                  Section
                    8.6

                	 	
                  Eligibility
                    Requirements for Trustee and Securities Administrator.

                	
                  118

                
	
                  Section
                    8.7

                	 	
                  Resignation
                    and Removal of Trustee and Securities Administrator.

                	
                  119

                
	
                  Section
                    8.8

                	 	
                  Successor
                    Trustee or Securities Administrator.

                	
                  120

                
	
                  Section
                    8.9

                	 	
                  Merger
                    or Consolidation of Trustee or Securities Administrator.

                	
                  121

                
	
                  Section
                    8.10

                	 	
                  Appointment
                    of Co-Trustee or Separate Trustee.

                	
                  121

                
	
                  Section
                    8.11

                	 	
                  Appointment
                    of Office or Agency.

                	
                  122

                
	
                  Section
                    8.12

                	 	
                  Representations
                    and Warranties of the Trustee.

                	
                  122

                
	 	 	 	 
	
                  ARTICLE
                    IX

                	 	
                  TERMINATION

                	
                  124

                
	 	 	 	 
	
                  Section
                    9.1

                	 	
                  Termination
                    Upon Purchase or Liquidation of the Loans.

                	
                  124

                
	
                  Section
                    9.2

                	 	
                  Additional
                    Termination Requirements.

                	
                  126

                
	 	 	 	 
	
                  ARTICLE
                    X

                	 	
                  REMIC
                    PROVISIONS

                	
                  128

                
	 	 	 	 
	
                  Section
                    10.1

                	 	
                  REMIC
                    Administration.

                	
                  128

                
	
                  Section
                    10.2

                	 	
                  Prohibited
                    Transactions and Activities.

                	
                  130

                
	
                  Section
                    10.3

                	 	
                  Indemnification.

                	
                  131

                
	 	 	 	 
	
                  ARTICLE
                    XI

                	 	
                  MISCELLANEOUS
                    PROVISIONS

                	
                  132

                
	 	 	 	 
	
                  Section
                    11.1

                	 	
                  Amendment

                	
                  132

                
	
                  Section
                    11.2

                	 	
                  Recordation
                    of Agreement; Counterparts

                	
                  133

                
	
                  Section
                    11.3

                	 	
                  Limitation
                    on Rights of Certificateholders

                	
                  133

                
	
                  Section
                    11.4

                	 	
                  Governing
                    Law

                	
                  134

                
	
                  Section
                    11.5

                	 	
                  Notices

                	
                  134

                
	
                  Section
                    11.6

                	 	
                  Severability
                    of Provisions.

                	
                  135

                
	
                  Section
                    11.7

                	 	
                  Notice
                    to Rating Agencies.

                	
                  135

                
	
                  Section
                    11.8

                	 	
                  Article
                    and Section References.

                	
                  136

                
	
                  Section
                    11.9

                	 	
                  Grant
                    of Security Interest.

                	
                  136

                


        

      

    

    


    


    


    
      
        
          
          

        

        
          -iii-

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              EXHIBITS

            	 	 	 	 
	 	 	 	 	 
	
              Exhibit
                A-1

            	 	
              -

            	 	
              Form
                of Class I-A-[1][5] Certificates

            
	
              Exhibit
                A-2

            	 	
              -

            	 	
              Form
                of Class I-A-2 Certificates

            
	
              Exhibit
                A-3

            	 	
              -

            	 	
              Form
                of Class I-A-[3][4][7][8] Certificates

            
	
              Exhibit
                A-4

            	 	
              -

            	 	
              Form
                of Class I-A-6 Certificates

            
	
              Exhibit
                A-5

            	 	
              -

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

            
	
              Exhibit
                A-6

            	 	
              -

            	 	
              Form
                of Class [I][II]-A-IO Certificates

            
	
              Exhibit
                A-7

            	 	
              -

            	 	
              Form
                of Class [I][II]-A-PO Certificates

            
	
              Exhibit
                A-8

            	 	
              -

            	 	
              Form
                of Class M Certificates

            
	
              Exhibit
                A-9

            	 	
              -

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

            
	
              Exhibit
                A-10

            	 	
              -

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

            
	
              Exhibit
                A-11

            	 	
              -

            	 	
              Form
                of Class R Certificates

            
	
              Exhibit
                A-12

            	 	
              -

            	 	
              Form
                of Class 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

            	 	
              -

            	 	
              Form
                of Addition Notice

            
	
              Exhibit
                E

            	 	
              -

            	 	
              Form
                of Subsequent Transfer Instrument

            
	
              Exhibit
                F

            	 	
              -

            	 	
              Servicing
                Criteria to be Addressed in Assessment of Compliance

            
	
              Exhibit
                G

            	 	
              -

            	 	
              Form
                of Backup Certification

            
	 	 	 	 	 
	
              Schedule
                One

            	 	
              -

            	 	
              Loan
                Schedule

            
	
              Schedule
                Two

            	 	
              -

            	 	
              Prepayment
                Charge Schedule

            
	
              Schedule
                Three

            	 	
              -

            	 	
              Identified
                Subsequent Loans

            


    

     

    
 

    
      
        
        

      

      
        -iv-

        
          

        

      

      
        
        

      

    

     

     

    This
      Pooling and Servicing Agreement, dated and effective as of [______] 1, 2007
      (this “Agreement”), is executed by and among Deutsche Alt-A Securities, Inc., as
      depositor (the “Depositor”), [Name of Master Servicer], as master servicer (the
“Master Servicer”) and securities administrator (the “Securities
      Administrator”), and [Name of Trustee], 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
      and Class P Certificates, have been offered for sale pursuant to a Prospectus,
      dated [___________], 200[__], and a Prospectus Supplement, dated [___________],
      200[__] of the Depositor (together, the “Prospectus”). The Junior Subordinate
      Certificates have been offered for sale pursuant to a Private Placement
      Memorandum, dated [___________], 200[__]. 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 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.

     

    


    

      

        
          	
                  REMIC
                    I

                  Regular
                    Interest Designation

                	 	
                  Uncertificated

                  REMIC
                    I

                  Pass-Through
                    Rate

                	 	
                  Initial

                  Uncertificated

                  Principal
                    Balance

                	 	
                   

                  Latest
                    Possible

                  Maturity
                    Date(1)

                	 
	
                  LT-IA1

                	
                   

                	
                   

                	
                  (2)

                	
                   

                	
                  $

                	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                
	
                  LT-IA3

                	
                   

                	
                   

                	
                  (2)

                	
                   

                	
                  $

                	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                
	
                  LT-IA4

                	
                   

                	
                   

                	
                  (2)

                	
                   

                	
                  $

                	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                
	
                  LT-IA5

                	
                   

                	
                   

                	
                  (2)

                	
                   

                	
                  $

                	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                
	
                  LT-IA7

                	
                   

                	
                   

                	
                  (2)

                	
                   

                	
                  $

                	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                
	
                  LT-IA8

                	
                   

                	
                   

                	
                  (2)

                	
                   

                	
                  $

                	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                
	
                  LT-IAIO

                	
                   

                	
                   

                	
                  (2)

                	
                   

                	
                  $

                	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                
	
                  LT-IAPO

                	
                   

                	
                   

                	
                  0.00%

                	
                   

                	
                  $

                	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                
	
                  LT-IIA1

                	
                   

                	
                   

                	
                  (2)

                	
                   

                	
                  $

                	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                
	
                  LT-IIA2

                	
                   

                	
                   

                	
                  (2)

                	
                   

                	
                  $

                	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                
	
                  LT-IIA3

                	
                   

                	
                   

                	
                  (2)

                	
                   

                	
                  $

                	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                
	
                  LT-IIA4

                	
                   

                	
                   

                	
                  (2)

                	
                   

                	
                  $

                	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                
	
                  LT-IIAIO

                	
                   

                	
                   

                	
                  (2)

                	
                   

                	
                  $

                	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                
	
                  LT-IIAPO

                	
                   

                	
                   

                	
                  0.00%

                	
                   

                	
                  $

                	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                
	
                  LT-M

                	
                   

                	
                   

                	
                  (2)

                	
                   

                	
                  $

                	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                
	
                  LT-B1

                	
                   

                	
                   

                	
                  (2)

                	
                   

                	
                  $

                	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                
	
                  LT-B2

                	
                   

                	
                   

                	
                  (2)

                	
                   

                	
                  $

                	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                
	
                  LT-B3

                	
                   

                	
                   

                	
                  (2)

                	
                   

                	
                  $

                	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                
	
                  LT-B4

                	
                   

                	
                   

                	
                  (2)

                	
                   

                	
                  $

                	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                
	
                  LT-B5

                	
                   

                	
                   

                	
                  (2)

                	
                   

                	
                  $

                	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                
	
                  LT-P1

                	
                   

                	
                   

                	
                  0.00%

                	
                   

                	
                  $

                	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                
	
                  LT-P2

                	
                   

                	
                   

                	
                  0.00%

                	
                   

                	
                  $

                	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                
	
                  LT-R

                	
                   

                	
                   

                	
                  (2)

                	
                   

                	
                  $

                	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                


        

      

    

    _________________

    
      	
              (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 Loans 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.

            


    

    


    


    
      
        
          
          

        

        
          -
            2 -

          
            

          

        

        
          
          

        

      

    

    


    


     

    As
      provided herein, the Trustee will make an election to treat the segregated
      pool
      of assets consisting of the REMIC I Regular Interests as a REMIC for federal
      income tax purposes, and such segregated pool of assets will be designated
      as
“REMIC II”. Component R-2 of the Class R Certificates shall represent the sole
      Class of “residual interests” in REMIC II for purposes of the REMIC Provisions
      under federal income tax law. The following table irrevocably sets forth the
      designations, the Pass-Through Rate and initial aggregate Certificate Principal
      Balance for each Class of Certificates which, together with Component R-2,
      constitute the entire beneficial interests in REMIC II. Determined for purposes
      of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest
      possible maturity date” for each Class of Certificates shall be the Distribution
      Date in the month following the maturity date for the 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

              	
                 

              	
                $

              	
                 

              	
                 

              	
                 

              	
                (2)

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                I-A-2

              	
                 

              	
                $

              	
                 

              	
                 

              	
                 

              	
                (3)

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                I-A-3

              	
                 

              	
                $

              	
                 

              	
                 

              	
                 

              	
                (2)

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                I-A-4

              	
                 

              	
                $

              	
                 

              	
                 

              	
                 

              	
                (2)

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                I-A-5

              	
                 

              	
                $

              	
                 

              	
                 

              	
                 

              	
                (2)

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                I-A-6

              	
                 

              	
                $

              	
                 

              	
                 

              	
                 

              	
                (2)

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                I-A-7

              	
                 

              	
                $

              	
                 

              	
                 

              	
                 

              	
                (2)

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                I-A-8

              	
                 

              	
                $

              	
                 

              	
                 

              	
                 

              	
                (2)

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                I-A-IO

              	
                 

              	
                $

              	
                 

              	
                 

              	
                 

              	
                (4)

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                I-A-PO

              	
                 

              	
                $

              	
                 

              	
                 

              	
                 

              	
                N/A

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                II-A-1

              	
                 

              	
                $

              	
                 

              	
                 

              	
                 

              	
                (2)

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                II-A-2

              	
                 

              	
                $

              	
                 

              	
                 

              	
                 

              	
                (5)

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                II-A-3

              	
                 

              	
                $

              	
                 

              	
                 

              	
                 

              	
                (2)

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                II-A-4

              	
                 

              	
                $

              	
                 

              	
                 

              	
                 

              	
                (2)

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                II-A-IO

              	
                 

              	
                $

              	
                 

              	
                 

              	
                 

              	
                (6)

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                II-A-PO

              	
                 

              	
                $

              	
                 

              	
                 

              	
                 

              	
                N/A

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                R

              	
                 

              	
                $

              	
                 

              	
                 

              	
                 

              	
                (7)

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                M

              	
                 

              	
                $

              	
                 

              	
                 

              	
                 

              	
                (8)

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                B-1

              	
                 

              	
                $

              	
                 

              	
                 

              	
                 

              	
                (8)

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                B-2

              	
                 

              	
                $

              	
                 

              	
                 

              	
                 

              	
                (8)

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                B-3

              	
                 

              	
                $

              	
                 

              	
                 

              	
                 

              	
                (8)

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                B-4

              	
                 

              	
                $

              	
                 

              	
                 

              	
                 

              	
                (8)

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                B-5

              	
                 

              	
                $

              	
                 

              	
                 

              	
                 

              	
                (8)

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                P-1

              	
                 

              	
                $

              	
                 

              	
                 

              	
                 

              	
                N/A

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                P-2

              	
                 

              	
                $

              	
                 

              	
                 

              	
                 

              	
                N/A

              	
                 

              	
                 

              	
                 

              	 


      

    

    ___________________

    
      	
              (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 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 for the first Interest Accrual Period for the Class
                [__], Class [__], Class [__], Class [__], Class [__], Class [__],
                Class
                [__], Class [__], Class [__], Class [__] and Class [__] Certificates
                for
                the first Interest Accrual Period is [__]%,[__]%,[__]%,
                [__]%,[__]%,[__]%,[__]%, [__]%,[__]%,[__]% and [__]%,
                respectively.

            


    

    


    
      
        
          
          

        

        
          -
            3 -

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              (3)

            	
              The
                Class [__] Certificates will accrue interest at the Pass-Through
                Rate
                (calculated in accordance with the definition of “Pass-Through Rate”
                herein) on the Notional Amount of the Class [__] Certificates calculated
                in accordance with the definition of “Notional Amount” herein. The Class
                [__] Certificates will not be entitled to distributions in respect
                of
                principal. 

            


    

    
      	
              (4)

            	
              The
                Class [__] Certificates will accrue interest at the Pass-Through
                Rate
                (calculated in accordance with the definition of “Pass-Through Rate”
                herein) on the Notional Amount of the Class [__] Certificates calculated
                in accordance with the definition of “Notional Amount” herein. The Class
                [__] Certificates will not be entitled to distributions in respect
                of
                principal.

            


    

    
      	
              (6)

            	
              The
                Class [__] Certificates will accrue interest at the Pass-Through
                Rate
                (calculated in accordance with the definition of “Pass-Through Rate”
                herein) on the Notional Amount of the Class [__] Certificates calculated
                in accordance with the definition of “Notional Amount” herein. The Class
                [__] Certificates will not be entitled to distributions in respect
                of
                principal. 

            


    

    
      	
              (7)

            	
              The
                Class R Certificates will accrue interest at a per annum rate equal
                to
                [__]%.

            


    

    
      	
              (8)

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

            


    

    


    
      
        
          
          

        

        
          -
            4 -

          
            

          

        

        
          
          

        

      

    

    


    WITNESSETH

     

    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, [the Pre-Funding Account], the Capitalized Interest
      Account and any Protected Account as the context may require.

     

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

     

    Adjustable
      Rate Certificates:
      The
      Class [__], Class [__], Class [__] and Class [__] Certificates.

     

    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 or the Trustee 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.

     

    


    
      
        
          
          

        

        
          -
            5 -

          
            

          

        

        
          
          

        

      

    

    


    


     

    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 Senior
      Certificates (other than the Class [__], Class [__], Class [__], Class [__]
      and
      Class [__] Certificates) immediately prior to that Distribution Date, and the
      denominator of which is the sum of the Scheduled Principal Balances of the
      Loans
      as of the first day of the related Due Period (exclusive of the Group I Discount
      Fraction of the Scheduled Principal Balance of each Group I Discount Loan and
      the Group I Discount Fraction of the Scheduled Principal Balance of each Group
      I
      Discount Loan).

     

    Aggregate
      Subordinate Amount:
      With
      respect to any date of determination, an amount equal to the excess of the
      aggregate Scheduled Principal Balance of the Loans (exclusive of the Group
      I
      Discount Fraction of the Scheduled Principal Balance of each Group I Discount
      Loan and the Group II Discount Fraction of the Scheduled Principal Balance
      of
      each Group II Discount Loan) over the aggregate Certificate Principal Balance
      of
      the Senior Certificates (other than the Class [__], Class [__], Class [__],
      Class [__] and Class [__] 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.

     

    [AHMC:
      American Home Mortgage Corp., or any successor thereto.]

     

    [AHMC
      Mortgage Loan Purchase Agreement:
      The
      Mortgage Loan Purchase Agreement dated as of [________], 2007 between the
      Depositor and AHMC.]

     

    [American
      Home:
      American Home Mortgage Servicing, Inc., or any successor thereto.]

     

    [American
      Home Servicing Agreement:
      Shall
      mean the Master Mortgage Loan Purchase and Interim Servicing Agreement, dated
      as
      of October 1, 2005, among GMAC, American Home Mortgage Corp. and American
      Home, as amended (as modified pursuant to the related Assignment
      Agreement).]

     

    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.

     

    


    
      
        
          
          

        

        
          -
            6 -

          
            

          

        

        
          
          

        

      

    

    


    


     

    Assignment
      Agreements:
      Shall
      mean (i) the Assignment, Assumption and Recognition Agreement, dated as of
      [_______], 2007, among 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
      [_______], 2007, among Sponsor, the Depositor and [GreenPoint], pursuant to
      which the [GreenPoint Servicing Agreement] was assigned to the Depositor, (iii)
      the Assignment, Assumption and Recognition Agreement, dated as of [_______],
      2007, among Sponsor, the Depositor and [GMAC], pursuant to which the [GMAC
      2004
      Servicing Agreement] was assigned to the Depositor, (iv) the Assignment,
      Assumption and Recognition Agreement, dated as of [_______], 2007, among
      Sponsor, the Depositor and [GMAC], pursuant to which the [GMAC 2005 Servicing
      Agreement] was assigned to the Depositor, (v) the Assignment, Assumption and
      Recognition Agreement, dated as of [_______], 2007, among Sponsor, the Depositor
      and [Wells Fargo], pursuant to which the [Wells Fargo Servicing Agreement]
      was
      assigned to the Depositor and (vi) the Assignment, Assumption and Recognition
      Agreement [(the “American Home Assignment Agreement”)], dated as of [_______],
      2007, between the Depositor and [American Home], pursuant to which the [AHMC
      Servicing Agreement] was assigned to the Depositor.

     

    Authorized
      Denomination:
      With
      respect to the Certificates (other than the Class P Certificates and 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 or Group II Available Distribution
      Amount.

     

    Bankruptcy
      Coverage:
      As of
      the Cut-Off Date, $[_______]. 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.

     

    Basis
      Risk Carryover Amount:
      With respect to the Class [___] Certificates, an amount equal to the sum of
      (i)
      the excess of (x) the amount of interest the Class [___] Certificates would
      have
      been entitled to receive on such Distribution Date had the Pass-Through Rate
      applicable to the Class [___] Certificates for such Distribution Date been
      equal
      to One-Month LIBOR plus [___]% per annum over (y) the amount of interest paid
      on
      such Distribution Date at a rate equal to [___]% per annum and (ii) the Basis
      Risk Carryover Amount for the previous Distribution Date not previously
      distributed, together with interest thereon at a rate equal to the Pass-Through
      Rate applicable to the Class [___] Certificates for the most recently ended
      Interest Accrual Period determined without taking into account the fixed rate
      set forth in clause (y) above.

     

    


    
      
        
          
          

        

        
          -
            7 -

          
            

          

        

        
          
          

        

      

    

    


    


     

    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 R Certificates), Class [___],
      Class
[___]
      and
      Class
[___]
      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.

     

    Cap
      Contract:
      Shall
      mean the Cap Contract between the Trustee and The Bank of New York, together
      with any successor thereto, for the benefit of the Holders of the Class
[___]
      Certificates.

     

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

     

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

     

    Certificate:
      Any one
      of the Certificates issued pursuant to this Agreement, executed and
      authenticated by or on behalf of the Securities Administrator hereunder in
      substantially one of the forms set forth in Exhibits A-1, A-2, A-3, A-4, A-5,
      A-6, A-7, A-8, A-9, A-10, A-11 and A-12 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 (other
      than
      the Class [___],
      Class
[___]
      and
      Class
[___]
      Certificates,
      which have no Certificate Principal Balance) 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
      (other than the Class [___],
      Class
[___]
      and
      Class
[___]
      Certificates,
      which have no Certificate Principal Balance) 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. 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.

     

    


    
      
        
          
          

        

        
          -
            8 -

          
            

          

        

        
          
          

        

      

    

    


    


     

    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, 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, A-9, A-10, A-11 and A-12, as applicable.

     

    Class
      B Certificates:
      The
      Class [___],
      Class
[___],
      Class
[___],
      Class
[___]
      and
      Class
[___]
      Certificates.

     

    Class
      P Certificates:
      The
      Class [___]
      Certificates
      and Class [___]
      Certificates.

     

    Class
      [___]
      Reserve
      Fund:
      The
      separate trust account created and maintained by the Securities Administrator
      pursuant to Section 3.25 of this Agreement for the benefit of the Class
[___]
      Certificates.

     

    Class
      [___]
      /Class
      [___]
      Priority
      Amount:
      For any Distribution Date shall equal the lesser of (a) the Principal
      Distribution Amount for the Group I Loans and (b) the product of (i) the sum
      of
      the Principal Distribution Amount and the Principal Prepayment Amount for the
      Group I Mortgage Loans (exclusive of the Group I Discount Fractional Principal
      Amount), (ii) the Class [___] /Class [___] Priority Percentage and (iii) the
      Shift Percentage. 

     

    Class
      [___]
      /Class
      [___]
      Priority
      Percentage:
      For any Distribution Date shall be the percentage equivalent of a fraction,
      the
      numerator of which is the sum of the Certificate Principal Balances of the
      Class
      [___] Certificates and Class [___] Certificates, and the denominator of which
      is
      the aggregate Scheduled Principal Balance of the Group I Loans (exclusive of
      the
      applicable Group I Discount Fraction of the Scheduled Principal Balance of
      each
      Group I Discount Loan).

     

    


    
      
        
          
          

        

        
          -
            9 -

          
            

          

        

        
          
          

        

      

    

    


    


     

    Class
      [___]
      /Class
      [___]
      Priority
      Amount:
      For any Distribution Date shall equal the lesser of (a) the Principal
      Distribution Amount for the Group II Loans and (b) the product of (i) the sum
      of
      the Principal Distribution Amount and the Principal Prepayment Amount for the
      Group II Loans (exclusive of the Group II Discount Fractional Principal Amount),
      (ii) the Class [___] /Class [___] Priority Percentage and (iii) the Shift
      Percentage. 

     

    Class
      [___]
      /Class
      [___]
      Priority
      Percentage:
      For any Distribution Date shall be the percentage equivalent of a fraction,
      the
      numerator of which is the sum of the Certificate Principal Balances of the
      Class
      [___] Certificates and Class [___] Certificates, and the denominator of which
      is
      the aggregate Scheduled Principal Balance of the Group II Loans (exclusive
      of
      the applicable Group II Discount Fraction of the Scheduled Principal Balance
      of
      each Group II Discount Loan).

     

    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:
      [_____________], 200[__].

     

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

     

    Collateral
      Deficiency Amount:
      With
      respect to a Loan Group and any Distribution Date prior to the Credit Support
      Depletion Date, the amount by which (i) the aggregate Certificate Principal
      Balance of the related Senior Certificates (other than the Class [___],
      Class
[___]
      and
      Class
[___]
      Certificates),
      after giving effect to payments of principal (other than the related Collateral
      Deficiency Amount) on that Distribution Date exceeds (ii) the Scheduled
      Principal Balance of the Loans in the related Loan Group as of the last day
      of
      the related Due Period.

     

    Compensating
      Interest:
      For any
      Distribution Date (a) with respect to the Loans serviced by [GreenPoint,
      National City, American Home and GMAC pursuant to the GMAC 2004 Servicing
      Agreement], the lesser of (i) the aggregate Prepayment Interest Shortfalls
      and
      Curtailment Shortfalls for such Loans made during the related Prepayment Period
      and (ii) the aggregate Servicing Fee payable to such Servicer for the related
      Due Period, (b) with respect to the Loans serviced by [Wells Fargo], the lesser
      of (i) the aggregate Prepayment Interest Shortfalls for such Loans made during
      the related Prepayment Period with respect to prepayments in full or in part
      and
      (ii) the aggregate Servicing Fee payable to [Wells Fargo] for the related Due
      Period and (c) with respect to the Loans serviced by GMAC] pursuant to the
      [GMAC
      2005 Servicing Agreement], the lesser of (i) the aggregate Prepayment Interest
      Shortfalls for such Loans made during the portion of the related Prepayment
      Period occurring between the 16th day of the month preceding the month in which
      such Distribution Date occurs and ending on the last day of the calendar month
      preceding the month in which such Distribution Date occurs and (ii) the
      aggregate Servicing Fee payable to [GMAC] for the related Due
      Period.

     

    


    
      
        
          
          

        

        
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            10 -

          
            

          

        

        
          
          

        

      

    

    


    


     

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

     

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

     

    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, [Name of Trustee], [Address of Trustee], 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, [Name of Master Servicer], [Address of Master Servicer],
      Attention: DMSI 200[__]-[__] and (B) for all other purposes, [Name of Master
      Servicer], [Address of Master Servicer], Attention: DMSI 200[__]-[__], 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 I Regular Interest listed below, the corresponding Class
      of Regular Certificates listed below:

     

    


    
      	
              REMIC
                I Regular Interest

            	 	
              Class

            	 
	
              REMIC
                I Regular Interest LT-IA1

            	 	 	 	 
	
              REMIC
                I Regular Interest LT- IA3

            	 	 	 	 
	
              REMIC
                I Regular Interest LT- IA4

            	 	 	 	 
	
              REMIC
                I Regular Interest LT-IA5

            	 	 	 	 
	
              REMIC
                I Regular Interest LT-IA7

            	 	 	 	 
	
              REMIC
                I Regular Interest LT-IA8

            	 	 	 	 
	
              REMIC
                I Regular Interest LT-IAPO

            	 	 	 	 
	
              REMIC
                I Regular Interest LT-IIA1

            	 	 	 	 
	
              REMIC
                I Regular Interest LT-IIA2

            	 	 	 	 
	
              REMIC
                I Regular Interest LT-IIA3

            	 	 	 	 
	
              REMIC
                I Regular Interest LT-IIA4

            	 	 	 	 
	
              REMIC
                I Regular Interest LT-IIAPO

            	 	 	 	 
	
              REMIC
                I Regular Interest LT-M

            	 	 	 	 
	
              REMIC
                I Regular Interest LT-B1

            	 	 	 	 
	
              REMIC
                I Regular Interest LT-B2

            	 	 	 	 
	
              REMIC
                I Regular Interest LT-B3

            	 	 	 	 
	
              REMIC
                I Regular Interest LT-B4

            	 	 	 	 
	
              REMIC
                I Regular Interest LT-B5

            	 	 	 	 
	
              REMIC
                I Regular Interest LT-P1

            	 	 	 	 
	
              REMIC
                I Regular Interest LT-P2

            	 	 	 	 


    

    


    


    
      
        
          
          

        

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

     

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

     

    Credit
      Risk Management Fee Rate:
      [_____]% per annum.

     

    Credit
      Risk Manager:
      [Name
      of Credirt Risk Manager], and its successors and assigns.

     

    Credit
      Support Depletion Date:
      The
      Distribution Date on which the aggregate Certificate Principal Balance of the
      Subordinate Certificates has been reduced to zero, prior to giving effect to
      principal distributions thereon and the allocation of Realized Losses on such
      Distribution Date.

     

    Cross
      Payment Trigger Date:
      Any
      Distribution Date on which (i) the aggregate Certificate Principal Balance
      of
      the Senior Certificates related to a Loan Group (other than the Class
[___],
      Class
[___]
      and
      Class
[___]
      Certificates)
      have been reduced to zero and (ii) either (a) the Subordinate Percentage of
      a
      Loan Group is less than 200% times the related Subordinate Percentage as of
      the
      Closing Date, or (b) the aggregate Principal Balance of the Loans (including
      Loans in bankruptcy, foreclosure and REO) which are 60 or more days delinquent
      (averaged over the preceding six-month period), as a percentage of the
      Subordinate Amount of a Loan Group, is equal to or greater than 50% as of 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 [DBNT 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:
      Either
      [DBNT or Wells Fargo] or any other custodian appointed under any custodial
      agreement entered into after the date of this Agreement.

     

    Cut-Off
      Date:
      [_______], 200[__]; except that with respect to each Substitute Loan, the
      Cut-Off Date shall be the date of substitution.

     

    


    
      
        
          
          

        

        
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    [DBNT:
      Deutsche Bank National Trust Company, a national banking
      association.]

     

    [DBNT
      Custodial Agreement: The Custodial Agreement dated as of [_______], 2007, among
      the Trustee, DBNT and American Home, 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 on a Loan, the positive
      difference, if any, resulting from the outstanding principal balance on 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 Mortgage 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
      fifteenth (15th)
      day of
      the month or if such day is not a Business Day, the Business Day immediately
      following such fifteenth (15th)
      day.

     

    Disqualified
      Organization:
      A
“disqualified organization” as defined in Section 860E(e)(5) of the Code,
      and, for purposes of Article V herein, any Person which is not a Permitted
      Transferee; provided, that a Disqualified Organization does not include any
      Pass-Through Entity which owns or holds a 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 created and maintained by the Securities
      Administrator pursuant to Section 3.23, for the benefit of the
      Certificateholders and designated “Wells [Name of Master Servicer], as
      Securities Administrator, in trust for registered holders of Deutsche Mortgage
      Securities, Inc. Mortgage Loan Trust, Series 200[__]-[__].” Funds in the
      Distribution Account shall be held in trust for the Certificateholders for
      the
      uses and purposes set forth in this Agreement. Each Distribution Account must
      be
      an Eligible Account.

     

    


    
      
        
          
          

        

        
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    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 [__________], 200[__]. 

     

    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” and “Aaa” in the case of S&P and
      Moody’s (the initial rating of the Senior Certificates (other than the Class
      I-A-8 Certificates, which are rated “Aa1” by Moody’s));

     

    


    
      
        
          
          

        

        
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    (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;

     

    


    
      
        
          
          

        

        
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    (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 Loan in a Loan Group in excess of the Special
      Hazard Coverage, a Fraud Loss incurred on a Loan in a Loan Group in excess
      of
      the Fraud Coverage and a Bankruptcy Loss incurred on a Loan in a Loan Group
      in
      excess of the Bankruptcy Coverage.

     

    Exchange
      Act:
      The
      Securities Exchange Act of 1934, as amended.

     

    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.

     

    Fraud
      Coverage: As
      of the
      Cut-Off Date, will be $[_______].
      As of
      any date of determination after the Cut-Off Date, the Fraud Coverage will
      generally be equal to:

     

    (1)   on
      and
      after the first Anniversary, an amount equal to:

     

    
      	 	
              (a)

            	
              2.00%
                of the aggregate Principal Balance of the Loans as of the Cut-Off
                Date,
                minus

            


    

     

    


    
      
        
          
          

        

        
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            16 -

          
            

          

        

        
          
          

        

      

    

    


    


     

    
      	 	
              (b)

            	
              the
                aggregate amounts allocated to the Certificates with respect to Fraud
                Losses on the Loans up to such date of
                determination;

            


    

     

    (2)   from
      the
      second to and including the fifth Anniversary, an amount equal to:

     

    
      	 	
              (a)

            	
              1.00%
                of the aggregate Principal Balance of the Loans as of the Cut-Off
                Date,
                minus

            


    

     

    
      	 	
              (b)

            	
              the
                aggregate amounts allocated to the Certificates with respect to Fraud
                Losses on the 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 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 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
      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 Sponsor and GMAC (as
      modified pursuant to the related Assignment Agreement).]

     

    [GMAC
      2005 Servicing Agreement:
      The
      Servicing Agreement, dated as of August 5, 2005, between Sponsor and GMAC (as
      modified pursuant to the related Assignment Agreement).]

     

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

     

    [GreenPoint
      Servicing Agreement:
      Shall
      mean the Amended and Restated Master Mortgage Loan Purchase and Servicing
      Agreement, dated as of [_______], 2007, between Sponsor and GreenPoint, as
      amended (as modified pursuant to the related Assignment
      Agreement).]

     

    


    
      
        
          
          

        

        
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    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) and with respect to any Distribution Date during the
                Pre-Funding Period, any related Capitalized Interest Requirement
                for such
                Distribution Date, and with respect to any Distribution Date immediately
                following the termination of the Pre-Funding Period, any Remaining
                Pre-Funded Amount (exclusive of any investment income therein),
                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 Custodians pursuant to the terms
                of this
                Agreement or the Custodial
                Agreements;

            


    

     

    
      	 	
              (f)

            	
              reinvestment
                income on the balance of funds, if any, in the Protected Accounts,
                the
                Distribution Account or the Pre-Funding Account;
                

            


    

     

    
      	 	
              (g)

            	
              any
                fees payable to the Master Servicer (including any Master Servicing
                Fees),
                the Servicers and the Credit Risk Manager 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;

            


    

     

    


    
      
        
          
          

        

        
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            18 -

          
            

          

        

        
          
          

        

      

    

    


    


     

    
      	 	
              (2)

            	
              all
                Advances made by a Servicer and/or the Master Servicer or the Trustee
                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 related to the Group I Loans deposited in
                the
                Distribution Account in connection with the repurchase of any Group
                I Loan
                by the Depositor, Sponsor [or AHMC];
                and

            


    

     

    
      	 	
              (5)

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

            


    

     

    Group
      I Discount Fraction:
      With
      respect to any Distribution Date and a Group I Discount Loan, will be a
      fraction, the numerator of which is [5.500]% minus the Net Mortgage Rate as
      of
      the Cut-Off Date of such Group I Discount Loan, and the denominator of which
      is
      [5.500]%.

     

    Group
      I Discount Fractional Principal Amount:
      For any
      Distribution Date and the Group I Loans will be the aggregate of the following
      with respect to each Group I Discount Loan: the Group I Discount Fraction of
      the
      amounts described in the definition of Principal Distribution Amount, Principal
      Prepayment Amount and Liquidation Principal.

     

    Group
      I Discount Fractional Principal Shortfall:
      For any
      Distribution Date (i) prior to the Credit Support Depletion Date, an amount
      generally equal to the sum of:

     

    
      	 	
              (1)

            	
              the
                aggregate of the following with respect to each Group I Discount
                Loan: the
                Group I Discount Fraction of any loss (meaning a Fraud Loss, Special
                Hazard Loss, Bankruptcy Loss or the amount by which the outstanding
                Principal Balance thereof exceeded the Liquidation Principal and
                Insurance
                Proceeds received in respect thereof) on such Group I Discount Loan,
                other
                than a Special Hazard Loss in excess of the Special Hazard Coverage,
                a
                Fraud Loss in excess of the Fraud Coverage or a Bankruptcy Loss in
                excess
                of the Bankruptcy Coverage; and

            


    

     

    
      	 	
              (2)

            	
              the
                amounts described in clause (1) above for all prior Distribution
                Dates to
                the extent not previously distributed,
                and

            


    

     

    (ii) for
      any
      Distribution Date on or after the Credit Support Depletion Date,
      zero.

     

    Group
      I Discount Loan:
      Any
      Group I Loan with a Net Mortgage Rate as of the Cut-Off Date of less than
      [5.500]% per annum.

     

    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.

     

    


    
      
        
          
          

        

        
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            19 -

          
            

          

        

        
          
          

        

      

    

    


    


     

    Group
      I Non-Discount Loan:
      Any
      Group I Loan with a Net Mortgage Rate as of the Cut-Off Date greater than or
      equal to [5.500]% per annum.

     

    Group
      I Senior Certificates:
      The
      Class [___],
      Class
[___],
      Class
[___],
      Class
[___],
      Class
[___],
      Class
[___],
      Class
[___],
      Class
[___],
      Class
[___],
      Class
[___]
      and
      Class
      R Certificates.

     

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

     

    
      	 	
              (1)

            	
              the
                total amount of all cash received by or on behalf of each Servicer
                with
                respect to the Group II 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
                Loans but due on a date after the related Due
                Date;

            


    

     

    
      	 	
              (b)

            	
              all
                Curtailments received with respect to the Group II 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 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 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 Custodians pursuant to the terms
                of this
                Agreement or the Custodial
                Agreements;

            


    

     

    
      	 	
              (f)

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

            


    

     

    
      	 	
              (g)

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

            


    

     

    
      	 	
              (h)

            	
              all
                Prepayment Charges received in connection with the Group II
                Loans;

            


    

     

    


    
      
        
          
          

        

        
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            20 -

          
            

          

        

        
          
          

        

      

    

    


    


     

    
      	 	
              (2)

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

            


    

     

    
      	 	
              (3)

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

            


    

     

    
      	 	
              (4)

            	
              The
                total amount of any cash related to the Group II Loans deposited
                in the
                Distribution Account in connection with the repurchase of any Group
                II
                Loan by the Depositor, Sponsor [or AHMC];
                and

            


    

     

    
      	 	
              (5)

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

            


    

     

    Group
      II Discount Fraction:
      With
      respect to any Distribution Date and a Group II Discount Loan, will be a
      fraction, the numerator of which is [5.500]% minus the Net Mortgage Rate as
      of
      the Cut-Off Date of such Group II Discount Loan, and the denominator of which
      is
      [5.500]%.

     

    Group
      II Discount Fractional Principal Amount:
      For any
      Distribution Date and the Group II Loans will be the aggregate of the following
      with respect to each Group II Discount Loan: the Group II Discount Fraction
      of
      the amounts described in the definition of Principal Distribution Amount,
      Principal Prepayment Amount and Liquidation Principal.

     

    Group
      II Discount Fractional Principal Shortfall:
      For any
      Distribution Date (i) prior to the Credit Support Depletion Date, an amount
      generally equal to the sum of:

     

    
      	 	
              (1)

            	
              the
                aggregate of the following with respect to each Group II Discount
                Loan:
                the Group II Discount Fraction of any loss (meaning a Fraud Loss,
                Special
                Hazard Loss, Bankruptcy Loss or the amount by which the outstanding
                Principal Balance thereof exceeded the Liquidation Principal and
                Insurance
                Proceeds received in respect thereof) on such Group II Discount Loan,
                other than a Special Hazard Loss in excess of the Special Hazard
                Coverage,
                a Fraud Loss in excess of the Fraud Coverage or a Bankruptcy Loss
                in
                excess of the Bankruptcy Coverage;
                and

            


    

     

    
      	 	
              (2)

            	
              the
                amounts described in clause (1) above for all prior Distribution
                Dates to
                the extent not previously distributed,
                and

            


    

     

    (ii)   for
      any
      Distribution Date on or after the Credit Support Depletion Date,
      zero.

     

    Group
      II Discount Loan:
      Any
      Group II Loan with a Net Mortgage Rate as of the Cut-Off Date of less than
      [5.500]% per annum.

     

    Group
      II Loans:
      Those
      Loans having original terms to maturity not greater than thirty (30) years
      and
      identified on the Loan Schedule as Group II Loans. The aggregate principal
      balance of the Group II Loans as of the Cut-Off Date is equal to approximately
      $[___].

     

    


    
      
        
          
          

        

        
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            21 -

          
            

          

        

        
          
          

        

      

    

    


    


     

    Group
      II Non-Discount Loan:
      Any
      Group II Loan with a Net Mortgage Rate as of the Cut-Off Date greater than
      or
      equal to [5.500]% per annum.

     

    Group
      II Senior Certificates:
      The
      Class [___],
      Class
[___],
      Class
[___],
      Class
[___],
      Class
[___]
      and
      Class
[___]
      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.

     

    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.

     

    Initial
      Group I Loan:
      Any of
      the Group I Loans included in the Trust Fund as of the Closing Date. The
      aggregate principal balance of the Initial Group I Loans as of the Cut-Off
      Date
      is equal to $[___].

     

    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:
      For the
      Certificates other than the Adjustable Rate Certificates will be the calendar
      month preceding the month in which that Distribution Date occurs. The Interest
      Accrual Period for the Adjustable Rate Certificates will be (a) as to the
      Distribution Date in [_______], 200[__], the period commencing on [_______],
      200[__], and ending on the day preceding the Distribution Date in [_______],
      200[__], and (b) as to any Distribution Date after the Distribution Date in
      [_______], 200[__], the period commencing on the Distribution Date in the month
      immediately preceding the month in which that Distribution Date occurs and
      ending on the day preceding that Distribution Date. Interest on the Certificates
      will be calculated based on a 360-day year consisting of twelve 30-day months
      regardless of the actual number of days in the related Interest Accrual
      Period.

     

    Interest
      Distribution Amount:
      On any
      Distribution Date, for any Class of Certificates (other than the Class
[___],
      Class
[___],
      Class
[___]
      and
      Class
[___]
      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 or Notional Amount, as applicable, for such Class before giving effect
      to allocations of Realized Losses in connection with such Distribution Date
      or
      distributions to be made on such Distribution Date, reduced by (b) Net Interest
      Shortfalls allocated to such Class pursuant to the definition of “Net Interest
      Shortfall”, including the interest portion of Realized Losses 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.

     

    


    
      
        
          
          

        

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

     

    Junior
      Subordinate Certificates:
      The
      Class [___],
      Class
[___]
      and
      Class
[___]
      Certificates,
      collectively.

     

    Last
      Scheduled Distribution Date:
      The
      Distribution Date in December 2035, which is the Distribution Date immediately
      following the maturity date for the Loan with the latest maturity
      date.

     

    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 Adjustable Rate
      Certificates by the Securities Administrator shall (in the absence of manifest
      error) be final, conclusive and binding upon each Holder of an Adjustable Rate
      Certificate and the Securities Administrator.

     

    


    
      
        
          
          

        

        
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            23 -

          
            

          

        

        
          
          

        

      

    

    


    


     

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

     

    LIBOR
      Determination Date:
      The
      second LIBOR Business Day before the first day of the related 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 and Group II 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;

            


    

     

    


    
      
        
          
          

        

        
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            24 -

          
            

          

        

        
          
          

        

      

    

    


    


     

    
      	 	
              (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
                applicable Servicer; and

            


    

     

    
      	 	
              (xvi)

            	
              the
                applicable Custodian.

            


    

     

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

     

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

     

    Master
      Servicer:
      As of
      the Closing Date, [Name of Master Servicer] 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
      or Affiliates.

     

    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:
      [_____]% per annum.

     

    


    
      
        
          
          

        

        
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            25 -

          
            

          

        

        
          
          

        

      

    

    


    


     

    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 or by the Master Servicer or the Trustee 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
      Sponsor Mortgage Loan Purchase Agreement [or the AHMC Mortgage Loan Purchase
      Agreement, as applicable].

     

    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 Sponsor and National City, as amended (as modified pursuant to
      the
      related Assignment Agreement).]

     

    Net
      Interest Shortfall:
      For any
      Distribution Date, 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 attributable to interest allocated
      to the Certificates.

     

    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, the Master
      Servicing Fee Rate, the Credit Risk Management Fee Rate and the rate at which
      any lender paid mortgage insurance is calculated.

     

    


    
      
        
          
          

        

        
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    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 [___]
      Certificates
      and any Distribution Date, an amount equal to the Certificate Principal Balance
      of the Class [___]
      Certificates.
      For federal income tax purposes the Notional Amount of the Class [___]
      Certificates
      will equal the Uncertificated Principal Balance of REMIC I Regular Interest
      LT-IA1.

     

    With
      respect to the Class [___]
      Certificates
      and any Distribution Date, an amount equal to the aggregate Principal Balance
      of
      the Group I Loans.

     

    With
      respect to the Class [___]
      Certificates
      and any Distribution Date, an amount equal to the aggregate Principal Balance
      of
      the Group II Loans.

     

    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.

     

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

     

    [Original
      Pre-Funded Amount:
      The
      amount deposited by the Depositor in the Pre-Funding Account on the Closing
      Date, which amount is $[___].]

     

    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.

     

    


    
      
        
          
          

        

        
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    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 [__] Certificates and the Distribution Date in [_______],
      200[__], [___]%
      per
      annum, and with respect to any Distribution Date thereafter, a per annum rate
      equal to the least of (a) One-Month LIBOR plus [___]%
      and (b)
[___]%.
      

     

    With
      respect to the Class [__] Certificates and the Distribution Date in [_______],
      200[__], [___]%
      per
      annum, and with respect to any Distribution Date thereafter, a per annum rate
      equal to the lesser of (i) the excess, if any, of [___]%
      over
      the Pass-Through Rate applicable to the Class [__] Certificates and (ii)
[___]%,
      but
      such rate will not be less than zero for any Distribution Date. For federal
      income tax purposes, the Pass-Through Rate on the Class [__] Certificates will
      be a per annum rate equal the Uncertificated REMIC I Pass-Through Rate on REMIC
      I Regular Interest LT-IA1 minus the applicable Pass-Through Rate for the Class
      [__] Certificates for such Distribution Date, but will not be less than zero
      for
      any Distribution Date.

     

    With
      respect to the Class [__] Certificates and any Distribution Date, [___]%
      per
      annum. 

     

    With
      respect to the Class [__] Certificates and any Distribution Date, [___]%
      per
      annum. 

     

    With
      respect to the Class [__] Certificates and the Distribution Date in [_______],
      200[__], [___]%
      per
      annum, and with respect to any Distribution Date thereafter, a per annum rate
      equal to the lesser of (a) One-Month LIBOR plus [___]%
      and (b)
[___]%.
      

     

    With
      respect to the Class [__] Certificates and the Distribution Date in [_______],
      200[__], [___]%
      per
      annum, and with respect to any Distribution Date thereafter, a rate per annum
      equal to the excess of (a) [___]%
      over
      (b) the product of (i) One-Month LIBOR and (ii) [___],
      but
      such rate will not be less than zero for any Distribution Date.

     

    With
      respect to the Class [__] Certificates and any Distribution Date, [___]%
      per
      annum. 

     

    With
      respect to the Class [__] Certificates and any Distribution Date, [___]%
      per
      annum.

     

    With
      respect to the Class [__] Certificates and the Distribution Date in [_______],
      200[__], [___]%
      per
      annum, and with respect to any Distribution Date thereafter, a per annum rate
      equal to the excess of (i) the weighted average of the Net Mortgage Rates of
      the
      Group II Loans over (b) [___]%,
      but
      will not be less than zero on any Distribution Date. For purpose of this
      calculation, the Group I Discount Loans are assumed to have a Net Mortgage
      Rate
      of [___]%.
      For
      federal income tax purposes the Class [__] Certificates will not have a
      Pass-Through Rate but will be entitled to 100% of the amounts distributed on
      REMIC I Regular Interest LT-IAIO.

     

    


    
      
        
          
          

        

        
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    With
      respect to the Class [__] Certificates and any Distribution Date, [___]%
      per
      annum.

     

    With
      respect to the Class [__] Certificates and any Distribution Date, [___]%
      per
      annum.

     

    With
      respect to the Class [__] Certificates and any Distribution Date, [___]%
      per
      annum.

     

    With
      respect to the Class [__] Certificates and any Distribution Date, [___]%
      per
      annum.

     

    With
      respect to the Class [__] Certificates and the Distribution Date in [_______],
      200[__], [___]%
      per
      annum, and with respect to any Distribution Date thereafter, a per annum rate
      equal to the excess of (i) the weighted average of the Net Mortgage Rates of
      the
      Group II Loans over (b) [___]%,
      but
      will not be less than zero on any Distribution Date. For the purpose of this
      calculation, the Group II Discount Loans are assumed to have a Net Mortgage
      Rate
      of [___]%.
      For
      federal income tax purposes the Class [__] Certificates will not have a
      Pass-Through Rate but will be entitled to 100% of the amounts distributed on
      REMIC I Regular Interest LT-IIAIO.

     

    With
      respect to the Class R Certificates and any Distribution Date, [___]%
      per
      annum.

     

    With
      respect to the Subordinate Certificates and any Distribution Date, [___]%
      per
      annum.

     

    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.

     

    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.

     

    


    
      
        
          
          

        

        
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    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 Administrator 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.

     

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

     

    [Pre-Funding
      Period:
      The
      period from the Closing Date until the earlier of (i) the date on which the
      amounts on deposit in the Pre-Funding Account (exclusive of investment income)
      is reduced to zero or (ii) [_______], 200[__].]

     

    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.

     

    


    
      
        
          
          

        

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

     

    
      	 	
              (i)

            	
              the
                Loan identifying number;

            


    

     

    
      	 	
              (ii)

            	
              a
                code indicating the type of Prepayment
                Charge;

            


    

     

    
      	 	
              (iii)

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

            


    

     

    
      	 	
              (iv)

            	
              the
                term of the related Prepayment
                Charge;

            


    

     

    
      	 	
              (v)

            	
              the
                original Principal Balance of the related Loan;
                and

            


    

     

    
      	 	
              (vi)

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

            


    

     

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

     

    Prepayment
      Period:
      For any
      Distribution Date is (i) with respect to the Loans serviced by [National City],
      the period commencing on the second day of the month preceding the month in
      which such Distribution Date occurs and ending on the first day of the month
      in
      which such Distribution Date occurs, (ii) with respect to the Loans serviced
      by
      [GreenPoint], the Loans serviced by [Wells Fargo], the Loans serviced by
      [American Home] and the Loans serviced by [GMAC pursuant to the GMAC 2004
      Servicing Agreement], the calendar month immediately preceding the month in
      which such Distribution Date occurs and (iii) with respect to the Loans serviced
      by [GMAC pursuant to the GMAC 2005 Servicing Agreement], the period commencing
      on the 16th day of the month preceding the month in which such Distribution
      Date
      occurs and ending on the 15th day of the month in which such Distribution Date
      occurs.

     

    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.

     

    


    
      
        
          
          

        

        
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    Principal
      Distribution Amount:
      With
      respect to any Distribution Date and a Loan Group, the sum of:

     

    
      	 	
              (1)

            	
              scheduled
                principal payments on the Loans in the related Loan Group due during
                the
                related Due Period;

            


    

     

    
      	 	
              (2)

            	
              the
                principal portion of repurchase proceeds received with respect to
                the
                Loans in the related Loan Group which were repurchased as permitted
                or
                required by this Agreement during the related Prepayment Period;
                and

            


    

     

    
      	 	
              (3)

            	
              any
                other unscheduled payments of principal which were received on the
                Loans
                in the related Loan Group during the related Prepayment Period, other
                than
                Payoffs, Curtailments or Liquidation
                Principal.

            


    

     

    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 Loan Group, the sum of (i) Curtailments received
      during the related Prepayment Period, (ii) Payoffs received during the related
      Prepayment Period and (iii) Liquidation Proceeds, Insurance Proceeds and
      Subsequent Recoveries received during the related Prepayment Period.


     

    Pro
      Rata Allocation:
      On any
      Distribution Date with respect to (a) the allocation of the principal portion
      of
      certain losses relating to a Loan to the related Senior Certificates (other
      than
      the Class [__], Class [__], Class [__], Class [__] and Class [__] Certificates)
      and/or to the Subordinate Certificates, as applicable, pro rata according to
      their respective aggregate Certificate Principal Balances on such date of
      allocation (except that if the loss is incurred with respect to a Group I
      Discount Loan, the Group I Discount Fraction of such loss will be allocated
      to
      the Class [__] Certificates, and the remainder of such loss will be allocated
      as
      described above in this definition without regard to this parenthetical and
      if
      the loss is incurred with respect to a Group II Discount Loan, the Group II
      Discount Fraction of such loss will be allocated to the Class [__] Certificates,
      and the remainder of such loss will be allocated as described above in this
      definition without regard to this parenthetical); provided that (i) the Pro
      Rata
      Allocation of any such loss allocable to the Class [__] Certificates and Class
      [__] Certificates will be allocated first to the Class [__] Certificates, up
      to
      a maximum amount of $[__] with respect to the Class [__] Certificates, and
      up to
      a maximum amount of $[__] with respect to the Class [__] Certificates, until
      the
      Certificate Principal Balance of the Class [__] Certificates has been reduced
      to
      zero, and then to the Class [__] Certificates and Class [__] Certificates,
      respectively, until the Certificate Principal Balance of each such Class has
      been reduced to zero, and (ii) the Pro Rata Allocation of any such loss
      allocable to the Class [__] Certificates will be allocated first to the Class
      [__] Certificates until the Certificate Principal Balance of the Class [__]
      Certificates has been reduced to zero, and then to the Class [__] Certificates
      until the Certificate Principal Balance of the Class [__] Certificates has
      been
      reduced to zero, and (b) the allocation of interest portion of certain losses
      relating to a Loan to the related Senior Certificates (other than the Class
      [__]
      Certificates and Class [__] Certificates) and/or to the Subordinate
      Certificates, as applicable, pro rata, first according to the Interest
      Distribution Amounts due to such Classes on such date of allocation, in
      reduction thereof until the amount of interest accrued but unpaid on such
      Distribution Date has been reduced to zero and then pro rata, according to
      their
      outstanding Certificate Principal Balances in reduction thereof until the
      Certificate Principal Balances thereof have been reduced to zero; provided
      that
      (i) the Pro Rata Allocation of any such loss allocable to the Class [__]
      Certificates and Class [__] Certificates will be allocated first to the Class
      [__] Certificates up to a maximum amount of $[__] with respect to the Class
      [__]
      Certificates, and up to a maximum amount of $[__] with respect to the Class
      [__]
      Certificates, until the Certificate Principal Balance of the Class [__]
      Certificates has been reduced to zero, and then to the Class [__] Certificates
      and Class [__] Certificates until the Certificate Principal Balance of each
      such
      Class has been reduced to zero, and (ii) the Pro Rata Allocation of any such
      loss allocable to the Class [__] Certificates will be allocated first to the
      Class [__] Certificates, until the Certificate Principal Balance of the Class
      [__] Certificates has been reduced to zero, and then to the Class [__]
      Certificates, until the Certificate Principal Balance of the Class [__]
      Certificates has been reduced to zero.

     

    


    
      
        
          
          

        

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

     

    Purchase
      Obligation:
      An
      obligation of the Depositor, Sponsor [or AHMC] 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.

     

    


    
      
        
          
          

        

        
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    Rating
      Agency:
      Initially, each of Moody’s and S&P; 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 Adjustable Rate Certificates, the Business Day prior to the
      related Distribution Date and with respect to the Certificates other than the
      Adjustable Rate Certificates, the last Business Day of the month immediately
      preceding the month in which the related Distribution Date occurs.

     

    Reference
      Banks:
      Barclay’s 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
      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.

     

    


    
      
        
          
          

        

        
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    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.

     

    [Remaining
      Pre-Funded Amount:
      With
      respect to any Group I Loans, an amount equal to the Original Pre-Funded Amount
      minus the amount equal to 100% of the aggregate outstanding Principal Balance
      of
      the Subsequent Loans transferred to such Loan Group during the Pre-Funding
      Period.]

     

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

     

    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 or Regular Interest Certificates.

     

    REMIC
      I:
      The
      segregated pool of assets, with respect to which a REMIC election is to be
      made,
      consisting of: (i) the Loans (exclusive of payments of principal and interest
      due on or before the Cut-Off Date, if any, received by the Master Servicer
      which
      shall not constitute an asset of the Trust Fund) as from time to time are
      subject to this Agreement and all payments under and proceeds of 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 Distribution
      Account and belonging to the Trust Fund; (iii) any REO Property in respect
      of a
      Loan; (iv) the primary hazard insurance policies, if any, the primary insurance
      policies, if any, and all other insurance policies with respect to the Loans;
      (v) the Depositor’s interest in respect of the representations and warranties
      made by Sponsor in the Sponsor Mortgage Loan Purchase Agreement as assigned
      to
      the Trustee pursuant to Section 2.1 hereof; and (vi) the Depositor’s interest in
      respect of the representations and warranties made by [AHMC in the AHMC Mortgage
      Loan Purchase Agreement] as assigned to the Trustee pursuant to Section 2.1
      hereof. Notwithstanding the foregoing, however, REMIC I specifically excludes
      the Class [___]
      Reserve
      Fund, the Cap Contract, the Pre-Funding Account, the Capitalized Interest
      Account and any payments made thereunder.

     

    


    
      
        
          
          

        

        
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    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 (other than REMIC
      I
      Regular Interest LT-IAPO, REMIC I Regular Interest LT-IIAPO, REMIC I Regular
      Interest LT-P1 and REMIC I Regular Interest LT-P2) 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 (other than REMIC I Regular
      Interest LT-IAIO and REMIC I Regular Interest LT-IIAIO) 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:
      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 Certificates:
      The
      Group I Senior Certificates, Group II Senior Certificates, Class P Certificates
      and Subordinate Certificates.

     

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

     

    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.

     

    Residual
      Certificateholder:
      The
      registered Holder of a Class R Certificate.

     

    Residual
      Certificates:
      The
      Class R Certificates. Components R-1 and R-2 of the Class R Certificates are
      hereby designated as the sole Class of “residual interests” in each of REMIC I
      and REMIC II, 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.

     

    


    
      
        
          
          

        

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

     

    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.

     

    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 or Affiliates.

     

    Senior
      Certificates:
      The
      Class [__], Class [__], Class [__], Class [__], Class [__], Class [__], Class
      [__], Class [__], Class [__], Class [__], Class [__], Class [__], Class [__],
      Class [__], Class [__], Class [__] and Class R Certificates.

     

    Senior
      Interest Shortfall Amount:
      For any
      Distribution Date and the Senior Certificates of a Loan Group (other than the
      Class [__] Certificates and Class [__] Certificates) will be equal to that
      amount by which the Interest Distribution Amount payable to the related Senior
      Certificates (other than the Class [__] Certificates and Class [__]
      Certificates) on such Distribution Date exceeds the related Available
      Distribution Amount.

     

    Senior
      Liquidation Amount:
      For any
      Distribution Date and a Loan Group, the aggregate with respect to each related
      Loan 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 (exclusive of the Group I Discount Fraction thereof, if such Loan is a
      Group I Discount Loan or the Group II Discount Fraction thereof, if such Loan
      is
      a Group II Discount Loan), and (ii) the related Senior Prepayment Percentage
      of
      the Liquidation Principal with respect to such Loan (exclusive of the Group
      I
      Discount Fraction thereof, if such Loan is a Group I Discount Loan or the Group
      II Discount Fraction thereof, if such Loan is a Group II Discount
      Loan).

     

    


    
      
        
          
          

        

        
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    Senior
      Percentage:
      As of
      the Closing Date, [__]%, with respect to the Group I Loans, and [__]% with
      respect to the Group II Loans; 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 (other than
      the
      Class [__], Class [__], Class [__], Class [__] and Class [__] Certificates),
      immediately preceding such Distribution Date, and the denominator of which
      is
      the aggregate Scheduled Principal Balance of the Loans in such Loan Group,
      in
      each case as of the first day of the related Due Period (exclusive of the Group
      I Discount Fraction of any such Loan, if such Loan is a Group I Discount Loan
      or
      the Group II Discount Fraction of any such Loan, if such Loan is a Group II
      Discount Loan). 

     

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

     

    
      	
              Distribution
                Date Occurring In

            	 	
              Senior
                Prepayment Percentage

            
	
              [________]
                through [________] 

            	 	
              100%

            
	
              [________]
                through [________] 

            	 	
              Senior
                Percentage + 70% of the Subordinate Percentage

            
	
              [________]
                through [________] 

            	 	
              Senior
                Percentage + 60% of the Subordinate Percentage

            
	
              [________]
                through [________] 

            	 	
              Senior
                Percentage + 40% of the Subordinate Percentage

            
	
              [________]
                through [________] 

            	 	
              Senior
                Percentage + 20% of the Subordinate Percentage

            
	
              [________]
                and thereafter 

            	 	
              Senior
                Percentage

            


    

    


    Notwithstanding
      the foregoing, the Senior Prepayment Percentage with respect to each Loan Group,
      will be equal to 100% on any Distribution Date on which (i) the Aggregate Senior
      Percentage for that Distribution Date exceeds the Aggregate Senior Percentage
      as
      of the Closing Date or (ii) the aggregate Scheduled Principal Balance of the
      Loans (including Loans in bankruptcy, foreclosure and related REO Property)
      which are 60 or more days delinquent (averaged over the preceding six-month
      period), as a percentage of the Aggregate Subordinate Amount, is equal to or
      greater than 50% as of such Distribution Date, or cumulative Realized Losses
      on
      the Loans allocated to the Subordinate Certificates are greater than the
      following amounts:

     

    
      	
              Distribution
                Date Occurring In

            	 	
              Percentage
                of the Aggregate Subordinate

              Amount
                as of the Cut-Off Date

            
	
              [________]
                through [________] 

            	 	
              30%

            
	
              [________]
                through [________] 

            	 	
              35%

            
	
              [________]
                through [________] 

            	 	
              40%

            
	
              [________]
                through [________] 

            	 	
              45%

            
	
              [________]
                and thereafter 

            	 	
              50%

            


    

    


    


    
      
        
          
          

        

        
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    If
      on any
      Distribution Date the allocation to the Senior Certificates of a Loan Group
      (other than the Class [__], Class [__], Class [__], Class [__] and Class [__]
      Certificates) of Principal Prepayments in the percentage required would reduce
      the sum of the aggregate Certificate Principal Balances of the related Senior
      Certificates (other than the Class [__], Class [__], Class [__], Class [__]
      and
      Class [__] Certificates) below zero, the Senior Prepayment Percentage for such
      Distribution Date shall be limited to the percentage necessary to reduce such
      sum to zero.

     

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

     

    
      	 	
              (1)
                

            	
              the
                related Senior Percentage of the related Principal Distribution Amount
                (exclusive of the portion thereof attributable to the Group I Discount
                Fractional Principal Amount or the portion thereof attributable to
                the
                Group II Discount Fractional Principal Amount, as
                applicable);

            


    

     

    
      	 	
              (2)
                

            	
              the
                related Senior Prepayment Percentage of the related Principal Prepayment
                Amount (exclusive of the portion thereof attributable to the Group
                I
                Discount Fractional Principal Amount or the portion thereof attributable
                to the Group II Discount Fractional Principal Amount, as applicable);
                and

            


    

     

    
      	 	
              (3)
                

            	
              the
                related Senior Liquidation Amount.

            


    

     

    Servicer:
      [National City, GreenPoint, GMAC, Wells Fargo or American Home], as applicable,
      or any successor appointed under the applicable Servicing
      Agreement.

     

    Servicer
      Credit Risk Management Agreement:
      As
      defined in Section 3.1.

     

    Servicer
      Remittance Date:
      With
      respect to each Distribution Date shall mean (i) with respect to [National
      City, American Home and GMAC], the 18th
      day of
      the calendar month in which such Distribution Date occurs or, if such
      18th
      day is
      not a Business Day, the Business Day immediately preceding such 18th
      day,
      (ii) with respect to [GreenPoint], the 10th
      day of
      the calendar month in which such Distribution Date occurs or, if such
      10th
      day is
      not a Business Day, the Business Day immediately preceding such 10th
      day and
      (iii) with respect to [Wells Fargo], the 22nd
      day of
      the calendar month in which such Distribution Date occurs or, if such
      22nd
      day is
      not a Business Day, the Business Day immediately preceding such 22nd
      day.

     

    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.

     

    


    
      
        
          
          

        

        
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    Servicing
      Agreement:
      [The
      National City Servicing Agreement, the GreenPoint Servicing Agreement, the
      GMAC
      2004 Servicing Agreement, the GMAC 2005 Servicing Agreement, the Wells Fargo
      Servicing Agreement and the American Home 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.

     

    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.

     

    Shift
      Percentage:
      Shall
      be 0% for the first 5 years following the Closing Date, 30% in the sixth year
      following the Closing Date, 40% in the seventh year following the Closing Date,
      60% in the eighth year following the Closing Date, 80% in the ninth year
      following the Closing Date and 100% for any year thereafter.

     

    Special
      Hazard Coverage: As
      of the
      Cut-Off Date $[________].
      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 Loans located in the zip code
                containing the largest aggregate Principal Balance of the
                Loans;

            


    

     

    
      	 	
              (b)

            	
              1.0%
                of the aggregate Principal Balance of the Loans;
                and

            


    

     

    


    
      
        
          
          

        

        
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              (c)

            	
              twice
                the Principal Balance of the largest 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 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.

     

    Sponsor:
      DB
      Structured Products, Inc., or its successor in interest, in its capacity as
      seller under the Sponsor Mortgage Loan Purchase Agreement and in its capacity
      as
      assignor under the Assignment Agreements [(other than the American Home
      Assignment Agreement)].

     

    Sponsor
      Mortgage Loan Purchase Agreement:
      The
      Mortgage Loan Purchase Agreement dated as of [_______], 200[__] between the
      Depositor and Sponsor.

     

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

     

    Subordinate
      Certificates:
      The
      Class M Certificates and Class B Certificates. 

     

    Subordinate
      Liquidation Amount:
      For a
      Distribution Date and a Loan Group, the excess, if any, of (i) the aggregate
      Liquidation Principal for all 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 and the Group I Discount Fraction
      of Liquidation Principal with respect to Group I Discount Loans or the Group
      II
      Discount Fraction of Liquidation Principal with respect to Group II Discount
      Loans, as applicable, received during the related Prepayment Period.


     

    


    
      
        
          
          

        

        
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    Subordinate
      Percentage:
      For any
      Distribution Date and a Loan Group, 100% minus the related Senior Percentage
      for
      such date. As of the Closing Date, the Subordinate Percentage will be [__]%
      with
      respect to the Group I Loans, and [__]% with respect to the Group II
      Loans.

     

    Subordinate
      Prepayment Percentage:
      For any
      Distribution Date, 100% minus the related Senior Prepayment Percentage. As
      of
      the Closing Date, the Subordinate Prepayment Percentage will be 0% for each
      Loan
      Group.

     

    Subordinate
      Principal Distribution Amount:
      With
      respect to any Distribution Date and a 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 (exclusive of the portion thereof attributable to the Group
                I
                Discount Fractional Principal Amount or the portion thereof attributable
                to the Group II Discount Fractional Principal Amount, as
                applicable);

            


    

     

    
      	 	
              (2)
                

            	
              the
                related Subordinate Principal Prepayment Amount (exclusive of the
                portion
                thereof attributable to the Group I Discount Fractional Principal
                Amount
                or the portion thereof attributable to the Group II Discount Fractional
                Principal Amount, as applicable);
                and

            


    

     

    
      	 	
              (3)
                

            	
              the
                related Subordinate Liquidation
                Amount.

            


    

     

    provided,
      however, that the Subordinate Principal Distribution Amount for the Group I
      Loans shall be reduced by the amounts required to be distributed to the Class
      [___]
      Certificates
      with respect to the Group I Discount Fractional Principal Shortfall on such
      Distribution Date and the amounts required to be distributed to the Senior
      Certificates of a Loan Group in connection with any Collateral Deficiency
      Amount; provided further that the Subordinate Principal Distribution Amount
      for
      the Group II Loans shall be reduced by the amounts required to be distributed
      to
      the Class [___]
      Certificates
      with respect to the Group II Discount Fractional Principal Shortfall on such
      Distribution Date and the amounts required to be distributed to the Senior
      Certificates of a Loan Group in connection with any Collateral Deficiency
      Amount. 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 Loan Group, the related Subordinate Prepayment
      Percentage of the Principal Prepayment Amount for such Distribution Date
      (exclusive of the portion thereof attributable to the Group I Discount
      Fractional Principal Amount for that Distribution Date or the portion thereof
      attributable to the Group II Discount Fractional Principal Amount for that
      Distribution Date, as applicable).

     

    Subordination
      Level:
      On any
      specified date with respect to any Class of Subordinate Certificates, the
      percentage obtained by dividing: (1) the sum of the aggregate Certificate
      Principal Balances of all Classes of 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 related Realized Losses
      on such date; by (2) the sum of the aggregate Certificate Principal Balances
      of
      all Classes of Certificates (other than the Class [__], Class [__] and Class
      [__] Certificates) as of such date, before giving effect to distributions of
      principal or allocations of related Realized Losses on such date.

     

    


    
      
        
          
          

        

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

     

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

     

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

     

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

     

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

     

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

     

    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
      related 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
      Substitute Loan, the risk gradings described in clause (vi) hereof shall be
      satisfied as to each such Substitute Loan and, except to the extent otherwise
      provided in this sentence, the representations and warranties described in
      clauses (vii) and (viii) hereof must be satisfied as to each Substitute Loan
      or
      in the aggregate, as the case may be. 

     

    


    
      
        
          
          

        

        
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    Tax
      Matters Person:
      The
      Holder of the Class R Certificates issued hereunder or any Permitted Transferee
      of such Class R Certificateholder shall be the initial “tax matters person” for
      REMIC I and REMIC II 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. 

     

    Trust
      Fund:
      Collectively, all of the assets of REMIC I, REMIC II, the Cap Contract, the
      Class I-A-1 Reserve Fund, the Pre-Funding Account, the Capitalized Interest
      Account and any amounts on deposit therein and any proceeds
      thereof.

     

    Trust
      REMIC:
      Any of
      REMIC I or REMIC II.

     

    Trustee:
      [Name
      of Trustee,] 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 I Pass-Through Rate:
      With
      respect to REMIC I Regular Interests LT-IA1, LT-IA3, LT-IA4, LT-IA5, LT-IA7,
      LT-IA8, LT-IIA1, LT-IIA2, LT-IIA3, LT-IIA4, LT-M, LT-B1, LT-B2, LT-B3, LT-B4,
      LT-B5 and LT-R [5.50]% per annum. With respect to REMIC I Regular Interest
      LT-IAIO, the percentage equivalent of a fraction the numerator of which is
      equal
      to the product of (i) the excess of (a) the weighted average of the Net Mortgage
      Rates of the Group I Non-Discount Loans over (b) [5.500]% and (ii) the aggregate
      Principal Balance of the Group I Non-Discount Loans and the denominator of
      which
      is equal to the aggregate Principal Balance of the Group I Loans. With respect
      to REMIC I Regular Interest LT-IIAIO, the percentage equivalent of a fraction
      the numerator of which is equal to the product of (i) the excess of (a) the
      weighted average of the Net Mortgage Rates of the Group II Non-Discount Loans
      over (b) [5.500]% and (ii) the aggregate Principal Balance of the Group II
      Non-Discount Loans and the denominator of which is equal to the aggregate
      Principal Balance of the Group II Loans. With respect to REMIC I Regular
      Interests LT-P1, LT-P2, LT-IAPO and LT-IIAPO, [0.00]%.

     

    


    
      
        
          
          

        

        
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    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 [_______], 200[__], among the Trustee, Wells
      Fargo as Custodian and as a Servicer, National City and GreenPoint as such
      agreement may be amended or supplemented from time to time.]

     

    [Wells
      Fargo Servicing Agreement:
      Shall
      mean the Seller’s Warranties and Servicing Agreement, dated as of May 1, 2005,
      between Sponsor and Wells Fargo, as amended (as modified pursuant to the related
      Assignment Agreement).]

     

    Section
      1.2 Allocation
      of Certain Interest Shortfall.
      

     

    


    
      
        
          
          

        

        
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    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
      Prepayment 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. 

     

    


    
      
        
          
          

        

        
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    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
      Agreements, the Servicing Agreements, the Assignment Agreements, the Subsequent
      Mortgage Loan Purchase Agreement and such assets as shall from time to time
      be
      credited or a required by the terms of this Agreement to be credited to the
      Pre-Funding Account and Capitalized Interest Account, (including, without
      limitation the right to enforce the obligations of the other parties thereto
      thereunder), and all other assets included or to be included in REMIC I. Such
      assignment includes all interest and principal received by the Depositor or
      the
      applicable Servicer on or with respect to the Loans (other than payments of
      principal and interest due on such Loans on or before the Cut-Off Date). The
      Depositor herewith delivers to the Trustee executed copies of the Mortgage
      Loan
      Purchase Agreements and the Assignment Agreements (with copies of the related
      Servicing Agreements attached thereto).

     

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

     

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

     

    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 applicable 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.

     

    


    
      
        
          
          

        

        
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    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 Agreements, which contains, among other representations and warranties,
      a representation and warranty of Sponsor [or AHMC, as applicable,] that no
      Loan
      sold by it 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 Agreements, are required to conform to, among
      other representations and warranties, the representation and warranty of the
      Sponsor [or AHMC, as applicable,] that no Substitute Loan sold by it to the
      Depositor is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership
      Act effective November 27, 2003, as defined in the New Mexico Home Loan
      Protection Act effective January 1, 2004, as defined in the Massachusetts
      Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Ann. Laws
      Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective
      January 1, 2005 (Ind. Code Ann. Sections 24-9-1 through 24-9-9)). The Depositor
      and the Trustee on behalf of the Trust understand and agree that it is not
      intended that any mortgage loan be included in the Trust that is a “High-Cost
      Home Loan” as defined in the New Jersey Home Ownership Act effective November
      27, 2003, as defined in the New Mexico Home Loan Protection Act effective
      January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices
      Act, effective November 7, 2004 (Mass. Ann. Laws Ch. 183C) or as defined in
      the
      Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Ann.
      Sections 24-9-1 through 24-9-9).

     

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

     

    Section
      2.3 Repurchase
      or Substitution of Loans.

     

    


    
      
        
          
          

        

        
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    (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 Sponsor [or AHMC,
      as applicable], of any representation, warranty or covenant under the [related]
      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 applicable Custodian shall promptly
      notify Sponsor [or AHMC, as applicable], of such defect, missing document or
      breach and request that Sponsor [or AHMC, as applicable], deliver such missing
      document, cure such defect or breach within sixty (60) days from the date
      Sponsor [or AHMC, as applicable], was notified of such missing document, defect
      or breach, and if Sponsor [or AHMC, as applicable], 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 Sponsor [or AHMC,
      as
      applicable], under the [related] Mortgage Loan Purchase Agreement to repurchase
      such Loan from REMIC I at the Purchase Price within ninety (90) days after
      the
      date on which Sponsor [or AHMC, as applicable], was notified of such missing
      document, defect or breach, if and to the extent that Sponsor [or AHMC, as
      applicable], is obligated to do so under the [related] 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 applicable
      Custodian of a properly completed request for release for such Loan in the
      form
      of Exhibit
      3
      to the
      applicable Custodial Agreement, shall release or cause the applicable Custodian
      to release to Sponsor [or AHMC, as applicable], 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
      Sponsor [or AHMC, as applicable], shall furnish to it and as shall be necessary
      to vest in Sponsor [or AHMC, as applicable], 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 [related] Mortgage Loan Purchase Agreement, Sponsor [or AHMC,
      as
      applicable], may cause such Loan to be removed from REMIC I (in which case
      it
      shall become a Deleted Loan) and substitute one or more Substitute Loans in
      the
      manner and subject to the limitations set forth in Section 2.3(b). It is
      understood and agreed that the obligation of Sponsor [and AHMC] to cure or
      to
      repurchase (or to substitute for) any Loan sold by it to the Depositor 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 Sponsor [or AHMC, as applicable], in Section 6(xxiv) of the [related]
      Mortgage Loan Purchase Agreement is breached, the Trustee shall enforce the
      obligation of Sponsor [or AHMC, as applicable], 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 ninety (90) days after the date
      on
      which Sponsor [or AHMC, as applicable,] 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 Sponsor [or AHMC, as applicable,] to a
      Responsible Officer of the Master Servicer of the breach of the representation
      of Sponsor [or AHMC, as applicable,] set forth in Section 5(x) of the [related]
      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 Sponsor [or AHMC, as applicable,] and
      the
      Trustee of such breach. The Trustee shall enforce the obligations of Sponsor
      [or
      AHMC, as applicable,] under the [related] Mortgage Loan Purchase Agreement
      to
      remedy such breach to the extent and in the manner set forth in the [related]
      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.

     

    


    
      
        
          
          

        

        
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    As
      to any
      Deleted Loan for which Sponsor [or AHMC, as applicable,] substitutes a
      Substitute Loan or Loans, such substitution shall be effected by Sponsor [or
      AHMC, as applicable,] delivering to the Trustee or the applicable Custodian
      on
      behalf of the Trustee, for such Substitute Loan or Loans, the Mortgage Note,
      the
      Mortgage, the Assignment to the Trustee, and such other documents and
      agreements, with all necessary endorsements thereon, as are required by Section
      2 of the applicable Custodial Agreement, as applicable, together with an
      Officers’ Certificate providing that each such applicable Substitute Loan
      satisfies the definition thereof and specifying the Substitution Shortfall
      Amount (as described below), if any, in connection with such substitution.
      The
      applicable Custodian on behalf of the Trustee shall acknowledge receipt of
      such
      Substitute Loan or Loans and, within ten (10) 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 applicable Custodial Agreement, with any
      applicable exceptions noted thereon. Within one year of the date of
      substitution, the applicable Custodian on behalf of the Trustee shall deliver
      to
      the Depositor, the Trustee and the Master Servicer a final certification
      pursuant to the applicable Custodial Agreement with respect to such Substitute
      Loan or Loans, with any applicable exceptions noted thereon. Monthly Payments
      due with respect to Substitute Loans in the month of substitution are not part
      of REMIC I and shall be retained by Sponsor [or AHMC, as applicable]. 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 Sponsor [or AHMC, as applicable,] 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 [related] Mortgage Loan Purchase Agreement including all
      applicable representations and warranties thereof included herein or in the
      [related] Mortgage Loan Purchase Agreement.

     

    For
      any
      month in which Sponsor [or AHMC, as applicable,] 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, Sponsor [or AHMC, as
      applicable,] shall deliver or cause to be delivered to the Securities
      Administrator for deposit in the Distribution Account an amount equal to the
      Substitution Shortfall Amount, if any, and the Trustee or the applicable
      Custodian on behalf of the Trustee, upon receipt of the related Substitute
      Loan
      or Loans and certification by the Securities Administrator of such deposit
      and
      receipt by the applicable Custodian of a properly completed request for release
      for such Loan in the form of Exhibit
      3
      to the
      applicable Custodial Agreement, shall release to Sponsor [or AHMC, as
      applicable,] 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 Sponsor [or AHMC, as applicable,]
      shall
      deliver to it and as shall be necessary to vest therein any Deleted Loan
      released pursuant hereto.

     

    


    
      
        
          
          

        

        
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    In
      addition, Sponsor [or AHMC, as applicable,] shall obtain at its own expense
      and
      deliver to the Trustee, the Master Servicer, the Securities Administrator and
      the Depositor 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, Sponsor, [AHMC,] 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
      (2) Business Days give written notice thereof to the other parties. In
      connection therewith, Sponsor [or AHMC, as applicable,] shall repurchase or
      substitute one or more Substitute Loans for the affected Loan within ninety
      (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) Sponsor
      [or
      AHMC, as applicable,] 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
      Sponsor [or AHMC, as applicable,] under the [related] 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 Sponsor [, AHMC]
      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
      ninety (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 and REMIC II 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 II shall consist of
      the
      Class [___],
      Class
[___],
      Class
[___],
      Class
[___],
      Class
[___],
      Class
[___],
      Class
[___],
      Class
[___],
      Class
[___],
      Class
[___],
      Class
[___],
      Class
[___],
      Class
[___],
      Class
[___],
      Class
[___],
      Class
[___],
      Class
[___],
      Class
[___],
      Class
[___],
      Class
[___],
      Class
[___],
      Class
[___],
      Class
[___]and
      Class
[___]Certificates.
      The “residual interest” (within the meaning of Section 860G(a)(2) of the Code)
      in 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.


     

    


    
      
        
          
          

        

        
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    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:

     

    (a) 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;

     

    (b) 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;

     

    (c) 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 (i) result
      in a breach of any term or provision of charter and by-laws of the Master
      Servicer or (ii) 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, (A)
      the ability of the Master Servicer to perform its obligations under this
      Agreement or (B) the business, operations, financial condition, properties
      or
      assets of the Master Servicer taken as a whole;

     

    


    
      
        
          
          

        

        
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    (d) 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;

     

    (e) 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;

     

    (f) There
      are
      no actions or proceedings against, or investigations known to it of, the Master
      Servicer before any court, administrative or other tribunal (i) that might
      prohibit its entering into this Agreement, (ii) seeking to prevent the
      consummation of the transactions contemplated by this Agreement or (iii) 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

     

    (g) 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 [Conveyance
      of Subsequent Loans.]

     

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

     

    


    
      
        
          
          

        

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    


    
      
        
          
          

        

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

     

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

     

    (c) Each
      Subsequent Loan that has been identified and is expected to be sold to the
      trust
      on the related Subsequent Transfer Date will have the characteristics set forth
      below as of the Cut-Off Date. In addition, the obligation of the Trust Fund
      to
      purchase any Subsequent Loan that has not been identified on the Cut-Off Date,
      but is sold to the Trust during the Pre-Funding Period, is subject to the
      satisfaction of the conditions set forth in the immediately preceding paragraph
      and the accuracy of the following representations and warranties with respect
      to
      each such Subsequent Loan determined as of the applicable Subsequent Transfer
      Date: (i) such Subsequent Loan may not be fifty-nine (59) or more days
      delinquent as of the last day of the month preceding the Subsequent Cut-Off
      Date; (ii) the servicer of each Subsequent Loan will be [GMAC] (or its
      successor); (iii) such Subsequent Loan will be secured by a first lien; (iv)
      the
      original term to stated maturity of such Subsequent Loan will be no less than
      [___] months; (v) the latest maturity date of any Subsequent Loan will be no
      later than [_______]; (vi) no Subsequent Loan will have a first payment date
      occurring after [_______], 2007; (vii) such Subsequent Loan will have a credit
      score of not less than [____]; (viii) such Subsequent Loan will not have a
      loan-to-value ratio greater than [___]%; and (ix) such Subsequent Loan will
      not
      have a principal balance greater than $[______].

     

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

     

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

     

    


    
      
        
          
          

        

        
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    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 Mortgage Securities, Inc. Mortgage Loan Trust,
      Series 200[__]-[__]” and does hereby appoint [Name of Trustee], 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 Mortgage 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 Mortgage
      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.

     

    


    
      
        
          
          

        

        
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    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.

     

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

     

    The
      Trustee shall furnish the Servicers and the Master Servicer with any limited
      powers of attorney and other documents, each in a 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 Custodian 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.

     

    


    
      
        
          
          

        

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

     

    Section
      3.2 REMIC-Related
      Covenants.
      For as long as each REMIC shall exist, the Trustee and the Securities
      Administrator shall treat each REMIC as a REMIC, and the Trustee and the
      Securities Administrator shall comply with any directions of Sponsor, [AHMC,]
      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, [AHMC] 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 defaulting Servicer is Wells Fargo,
      the
      Trustee shall issue such notice or take such other action as it deems
      appropriate.

     

    


    
      
        
          
          

        

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

     

    (c) To
      the
      extent that the costs and expenses of the Master Servicer related to any
      termination of an a Servicer, appointment of a successor servicer or the
      transfer and assumption of servicing by the Master Servicer 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, as 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.

     

    


    
      
        
          
          

        

        
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    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.

     

    


    
      
        
          
          

        

        
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    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 applicable
      Custodian, on behalf of the Trustee, two copies of a request for release
      substantially in the form attached to the applicable Custodial Agreement, and
      signed by a Servicing Officer or in a mutually agreeable electronic format
      which
      will, in lieu of a signature on its face, originate from a Servicing Officer
      (which certification shall include a statement to the effect that all amounts
      received in connection with such payment that are required to be deposited
      in
      the Protected Account maintained by the applicable Servicer pursuant to its
      Servicing Agreement have been or will be so deposited) and shall request that
      the applicable Custodian, on behalf of the Trustee, deliver to the applicable
      Servicer the
      related Mortgage File. Upon receipt of such certification and request, the
      applicable Custodian, on behalf of the Trustee, shall promptly release the
      related Mortgage File to the applicable Servicer and the Trustee and applicable
      Custodian shall have no further responsibility with regard to such Mortgage
      File. Upon any such Payoff, each Servicer is
      authorized to give, as agent for the Trustee, as the mortgagee under the
      Mortgage that secured the Loan, an instrument of satisfaction (or assignment
      of
      mortgage without recourse) regarding the Mortgaged Property subject to the
      Mortgage, which instrument of satisfaction or assignment, as the case may be,
      shall be delivered to the Person or Persons entitled thereto against receipt
      therefor of such payment, it being understood and agreed that no expenses
      incurred in connection with such instrument of satisfaction or assignment,
      as
      the case may be, shall be chargeable to the Distribution Account.

     

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

     

    


    
      
        
          
          

        

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

     

    (a) The
      Master Servicer and each Servicer (to the extent required by the related
      Servicing Agreement) shall transmit to the Trustee or the applicable
      Custodian such documents and instruments coming into the possession of the
      Master Servicer or such Servicer from time to time as are required by the terms
      hereof, or in the case of the Servicers, the applicable Servicing Agreement,
      to
      be delivered to the Trustee or the applicable
      Custodian. Any funds received by the Master Servicer or a Servicer in respect
      of
      any Loan or which otherwise are collected by the Master Servicer or a Servicer
      as Liquidation Proceeds, Insurance Proceeds or Subsequent Recoveries in respect
      of any Loan shall be held for the benefit of the Trustee 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 or any Servicer, in respect of any Loans, whether from the
      collection of principal and interest payments or from Liquidation Proceeds
      or
      Insurance Proceeds, shall be held by the Master Servicer or such Servicer,
      as
      applicable, 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 and each Servicer shall be entitled
      to setoff against, and deduct from, any such funds any amounts that are properly
      due and payable to the Master Servicer or such Servicer under this Agreement
      or
      the applicable Servicing Agreement.

     

    Section
      3.9 Standard
      Hazard Insurance and Flood Insurance Policies.

     

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

     

    


    
      
        
          
          

        

        
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    (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
      Account or by the Master Servicer in the Distribution Account, subject to
      withdrawal pursuant to Section 3.22 or 3.24, as applicable.

     

    


    
      
        
          
          

        

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

     

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

     

    Section
      3.14 Compensation
      for the Master Servicer.

     

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

     

    (b) The
      amount of the Master Servicing Compensation payable to the Master Servicer
      in
      respect of any Distribution Date shall be reduced in accordance with Section
      3.20.

     

    


    
      
        
          
          

        

        
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    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 from Liquidation Proceeds received in connection with
      the
      final disposition of such REO Property; provided, that any such unreimbursed
      Advances as well as any unpaid Servicing Fees may be reimbursed or paid, as
      the
      case may be, prior to final disposition, out of any net rental income or other
      net amounts derived from such REO Property.

     

    (d) To
      the
      extent provided in the related Servicing Agreement, the Liquidation Proceeds
      from the final disposition of the REO Property, net of any payment to the Master
      Servicer 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.

     

    


    
      
        
          
          

        

        
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    Section
      3.16 Annual
      Statement as to Compliance.

     

    (a) The
      Master Servicer will deliver to the Trustee, not later than February 28 of
      each
      calendar year beginning in 2008, an Officers’ Certificate (an “Annual Statement
      of Compliance”) stating, as to each signatory thereof, that (i) a review of the
      activities of the Master Servicer during the preceding calendar year and of
      performance under this Agreement or other applicable servicing agreement has
      been made under such Servicing Officers’ supervision and (ii) to the best of
      such officers’ knowledge, based on such review, the Master Servicer has
      fulfilled all of its obligations under this Agreement or other applicable
      servicing agreement in all material respects throughout such year, or, if there
      has been a failure to fulfill any such obligation in any material respect,
      specifying each such failure known to such Servicing Officer and the nature
      and
      status of cure provisions thereof. Such Annual Statement of Compliance shall
      contain no restrictions or limitations on its use. In the event that the Master
      Servicer has delegated any servicing responsibilities with respect to the
      Mortgage Loans to a servicer, the Master Servicer shall deliver an Officer’s
      Certificate of the servicer as described above as to each servicer as and when
      required with respect to the Master Servicer.

     

    (b) If
      the
      Master Servicer cannot deliver the related Annual Statement of Compliance by
      February 28th of such year, the Trustee, at its sole option, may permit a cure
      period for the Master Servicer to deliver such Annual Statement of Compliance,
      but in no event later than March 10th of such year.

     

    (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
      Mortgage Loans and the proceeds thereof without compensating the Master Servicer
      for the same. This paragraph shall supercede any other provision in this
      Agreement or any other agreement to the contrary.

     

    Section
      3.17 Assessments
      of Compliance and Attestation Reports.
      

     

    (a) On
      and
      after January 1, 2008, the Master Servicer shall service and administer the
      Mortgage Loans in accordance with all applicable requirements of the Servicing
      Criteria. The Master Servicer shall deliver to the Trustee on or before February
      28 of each calendar year beginning in 2008, a report (an “Assessment of
      Compliance”) reasonably satisfactory to the Trustee regarding the Master
      Servicer’s assessment of compliance with the Servicing Criteria during the
      preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange
      Act and Item 1122 of Regulation AB, which as of the date hereof, require a
      report by an authorized officer of the Master Servicer that contains the
      following:

     

    (i) A
      statement by such officer of its responsibility for assessing compliance with
      the Servicing Criteria applicable to the Master Servicer;

     

    


    
      
        
          
          

        

        
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    (ii) A
      statement by such officer that such officer used the Servicing Criteria to
      assess compliance with the Servicing Criteria applicable to the Master
      Servicer;

     

    (iii) An
      assessment by such officer of the Master Servicer’s compliance with the
      applicable Servicing Criteria for the period consisting of the preceding
      calendar year, including disclosure of any material instance of noncompliance
      with respect thereto during such period, which assessment shall be based on
      the
      activities it performs with respect to asset-backed securities transactions
      taken as a whole involving the Master Servicer, that are backed by the same
      asset type as the Mortgage Loans;

     

    (iv) A
      statement that a registered public accounting firm has issued an attestation
      report on the Master Servicer’s Assessment of Compliance for the period
      consisting of the preceding calendar year; and

     

    (v) A
      statement as to which of the Servicing Criteria, if any, are not applicable
      to
      the Master Servicer, which statement shall be based on the activities it
      performs with respect to asset-backed securities transactions taken as a whole
      involving the Master Servicer, that are backed by the same asset type as the
      Mortgage Loans.

     

    (b) Such
      report at a minimum shall address each of the Servicing Criteria specified
      on a
      certification substantially in the form of Exhibit F hereto delivered to the
      Trustee concurrently with the execution of this Agreement.

     

    (c) On
      or
      before February 28 of each calendar year beginning in 2008, the Master Servicer
      shall furnish to the Trustee a report (an “Attestation Report”) by a registered
      public accounting firm that attests to, and reports on, the Assessment of
      Compliance made by the Master Servicer, as required by Rules 13a-18 and 15d-18
      of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report
      must be made in accordance with standards for attestation reports issued or
      adopted by the Public Company Accounting Oversight Board. 

     

    (d) The
      Master Servicer shall cause any servicer, and each subcontractor determined
      by
      the Master Servicer to be “participating in the servicing function” within the
      meaning of Item 1122 of Regulation AB, to deliver to the Trustee and the
      Depositor an assessment of compliance and accountants’ attestation.

     

    (e) If
      the
      Master Servicer cannot deliver the related Assessment of Compliance or
      Attestation Report by February 28th of such year, the Trustee, at its sole
      option, may permit a cure period for the Master Servicer to deliver such
      Assessment of Compliance or Attestation Report, but in no event later than
      March
      10th of such year.

     

    (f) 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
      Mortgage Loans and the proceeds thereof without compensating the Master Servicer
      for the same. This paragraph shall supercede any other provision in this
      Agreement or any other agreement to the contrary.

     

    


    
      
        
          
          

        

        
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    Section
      3.18 Reports
      Filed with Securities and Exchange Commission.

     

    (a) (i)
      Within 15 days after each Distribution Date, the Master Servicer shall, in
      accordance with industry standards, file with the Securities and Exchange
      Commission via the Electronic Data Gathering and Retrieval System (“EDGAR”), a
      Distribution Report on Form 10-D with a copy of the monthly statement to be
      furnished by the Trustee to the Certificateholders for such Distribution Date
      and detailing all data elements specified in Item 1121(a) of Regulation AB
      as an
      exhibit thereto; provided that the Trustee shall have received no later than
      10
      days prior to the date such Distribution Report on Form 10-D is required to
      be
      filed, the following information:

     

    (1) Notice
      of
      any material modifications, extensions or waivers to Mortgage Loan terms, fees,
      penalties or payments during the distribution period or that have cumulatively
      become material over time from the Master Servicer;

     

    (2) Notice
      of
      any material breaches of Mortgage Loan representations or warranties or
      transaction covenants from the Master Servicer;

     

    (3) Notice
      of
      any new issuance of asset-backed securities backed by the same asset pool,
      any
      pool asset changes, such as Mortgage Loan substitutions and repurchases, and
      cash flows available for future purchases, if applicable from the Master
      Servicer.

     

    (4) A
      brief
      description of any legal proceedings pending, including proceedings known to
      be
      contemplated by governmental authorities, against the Depositor, the Sponsor
      and
      the Master Servicer or of which any property of the foregoing is the subject,
      that is material to Certificateholders from each of the Depositor, Sponsor
      and
      the Master Servicer if applicable;

     

    (5) The
      information required by Item 2 of Part II of Form 10-Q regarding any sale of
      securities that are either backed by the same asset pool or are otherwise issued
      by the issuer, regardless of whether the transaction was registered under the
      Securities Act during the period covered by the report, from the
      Depositor;

     

    (6) The
      information required by Item 3 of Part II of Form 10-Q with respect to defaults
      upon the senior securities during the period covered by the report, from the
      Master Servicer;

     

    (7) The
      information required by Item 4 of Part II of Form 10-Q with respect to
      submission of matters to a vote of Certificateholders during the period covered
      by the report, from the Master Servicer;

     

    


    
      
        
          
          

        

        
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    (8) Any
      information required to be disclosed in a report on Form 8-K during the period
      covered by the report on the Form 10-D, but not reported, whether or not
      otherwise required by the Form 10-D from the Master Servicer; and

     

    (9) Any
      exhibits to the Form 10-D from the Depositor.

     

    (ii) The
      Master Servicer will prepare and file Current Reports on Form 8-K in respect
      of
      the Trust at the direction and expense of the Depositor, provided, that, the
      Depositor, the Sponsor or the Trustee shall have timely notified the Master
      Servicer of an item reportable on a Current Report on Form 8-K and shall have
      delivered to the Master Servicer no later than two Business Days prior to the
      filing deadline for such Current Report, all information, data, and exhibits
      required to be provided or filed with such Current Report with respect
      to:

     

    (1) Any
      entry
      into a material definitive agreement, any termination of a material definitive
      agreement and any bankruptcy or receivership of the Depositor, Sponsor or the
      Master Servicer (including any servicer that does not sign the pooling and
      servicing agreement and any subservicer that signs a subservicing agreement)
      from the Depositor, Sponsor or the Master Servicer as applicable;

     

    (2) A
      description of any triggering events that accelerate or increase a direct
      financial obligation or an obligation under an off-balance sheet arrangement
      from the Master Servicer;

     

    (3) Any
      material modification to the rights of Certificateholders, amendments of the
      articles of incorporation or bylaws or a change of the fiscal year of any
      transaction party from each of the Depositor, the Sponsor or the Master
      Servicer, as applicable;

     

    (4) Any
      change in servicer, trustee, credit enhancement or other external support or
      failure to make a required distribution from the Master Servicer or Trustee
      as
      applicable; and

     

    (5) Any
      Securities Act update provided by the Depositor.

     

    (iii) Prior
      to
      January 30 in each year commencing in 2007, the Master Servicer shall, in
      accordance with industry standards, file a Form 15 Suspension Notice with
      respect to the Trust Fund, if applicable. Prior to (x) March 15, 2007 and (y)
      unless and until a Form 15 Suspension Notice shall have been filed, prior to
      March 15 of each year thereafter, the Master Servicer shall provide the Trustee
      with an Annual Compliance Statement, together with a copy of the Assessment
      of
      Compliance and Attestation Report to be delivered by the Master Servicer
      pursuant to Sections 3.16 and 3.17. Prior to (x) March 31, 2008 and (y) unless
      and until a Form 15 Suspension Notice shall have been filed, March 31 of each
      year thereafter, the Master Servicer shall, subject to subsection (d) below,
      file a Form 10-K, in substance conforming to industry standards, with respect
      to
      the Trust Fund. Such Form 10-K shall include the Assessment of Compliance,
      Attestation Report, Annual Compliance Statements and other documentation
      provided by the Master Servicer pursuant to Sections 3.16 and 3.17 and the
      Form
      10-K certification signed by the Depositor. The Depositor, the Sponsor and
      Master Servicer shall provide the following information, as applicable, no
      later
      than March 1 of each calendar year prior to the filing deadline for the Form
      10-K:

     

    


    
      
        
          
          

        

        
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    (1) Any
      exhibits or financial statement schedules required by Item 15 of Form 10-K
      from
      each of the Depositor, the Sponsor and Master Servicer;

     

    (2) A
      description of any legal proceedings pending, including proceedings known to
      be
      contemplated by governmental authorities, against the Depositor, the Sponsor
      and
      the Master Servicer or of which any property of the foregoing is the subject,
      that is material to Certificateholders from each of the Depositor, the Sponsor
      and the Master Servicer if applicable;

     

    (3) A
      description of any affiliations between the transaction parties pursuant to
      Item
      1119 of Regulation AB from the Sponsor; and

     

    (4) The
      Assessment of Compliance, Attestation Report, Annual Compliance Statements
      and
      other documentation provided by the Master Servicer pursuant to Sections 3.16
      and 3.17.

     

    The
      Depositor hereby grants to the Master Servicer a limited power of attorney
      to
      execute and file each such document on behalf of the Depositor. Such power
      of
      attorney shall continue until either the earlier of (x) receipt by the Master
      Servicer from the Depositor of written termination of such power of attorney
      and
      (y) the termination of the Trust Fund. The Depositor and the Trustee each agree
      to promptly furnish to the Master Servicer, from time to time upon request,
      such
      further information, reports and financial statements within its control related
      to this Agreement, the Mortgage Loans as the Master Servicer reasonably deems
      appropriate to prepare and file all necessary reports with the Securities and
      Exchange Commission. The Master Servicer shall cooperate with the Depositor
      in
      connection with any additional filings with respect to the Trust Fund as the
      Depositor deems necessary under the Exchange Act. Copies of all reports filed
      by
      the Master Servicer under the Exchange Act shall be sent to the Depositor.
      Fees
      and expenses incurred by the Master Servicer in connection with this Section
      3.18 shall not be reimbursable from the Trust Fund.

     

    (b) In
      connection with the filing of any 10-K hereunder, the Master Servicer shall
      sign
      a certification (in the form attached hereto as Exhibit G) for the Depositor
      regarding certain aspects of the Form 10-K certification signed by the
      Depositor, provided, however, that the Master Servicer shall not be required
      to
      undertake an analysis of any accountant’s report attached as an exhibit to the
      Form 10-K.

     

    (c) The
      Master Servicer 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 Master Servicer’s obligations under this Section 3.18 or
      the Master Servicer’s negligence, bad faith or willful misconduct in connection
      therewith. 

     

    


    
      
        
          
          

        

        
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    [[Nothing
      shall be construed from the foregoing subsections (a), (b) and (c) to require
      the Master Servicer or any officer, director or Affiliate thereof to sign any
      Form 10-K or any certification contained therein. Furthermore, the inability
      of
      the Master Servicer to file a Form 10-K as a result of the lack of required
      information as set forth in Section 3.18(a) or required signatures on such
      Form
      10-K or any certification contained therein shall not be regarded as a breach
      by
      the Master Servicer of any obligation under this Agreement.]]

     

    Notwithstanding
      the provisions of Section 11.1, this Section 3.18 may be amended without the
      consent of the Certificateholders.

     

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

     

    Section
      3.21 Reserved.

     

    Section
      3.22 Protected
      Accounts.

     

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

     

    


    
      
        
          
          

        

        
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    (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 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 Certificateholders resulting from
      the
      loss of monies on such investments shall be borne by and be the risk of the
      related Servicer. The related Servicer (to the extent provided in the Servicing
      Agreement) shall deposit the amount of any such loss in the Protected Account
      within two (2) Business Days of receipt of notification of such loss but not
      later than the second Business Day prior to the Distribution Date on which
      the
      moneys so invested are required to be remitted to the Master Servicer or the
      Securities Administrator.

     

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

     

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

     

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

     

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

     

    (d) Withdrawals
      may be made from a Protected Account or the Distribution Account only to make
      remittances as provided in Sections 3.22(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 Distribution
      Account.

     

    


    
      
        
          
          

        

        
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    Section
      3.23 Distribution
      Account.

     

    (a) The
      Securities Administrator shall establish and maintain, a Distribution Account
      with respect to the Loans as a segregated trust account or accounts. The Master
      Servicer shall deposit in the Distribution Account as identified by the Master
      Servicer and as received by the Master Servicer, the following amounts with
      respect to the related Loans 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 Sponsor [or AHMC] 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 the Distribution Account pursuant to this Agreement.

     

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

     

    


    
      
        
          
          

        

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

     

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

     

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

     

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

     

    


    
      
        
          
          

        

        
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    (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 Compensation to the Master Servicer, the Servicing Fee
      to
      the Servicers (to the extent such Servicing Fee was not retained by a Servicer
      pursuant to the related Servicing Agreement), the Credit Risk Management Fee
      to
      the Credit Risk Manager for such Distribution Date and to reimburse the Master
      Servicer for 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
      remove
      amounts deposited in error; and

     

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

     

    


    
      
        
          
          

        

        
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    (b) The
      Master Servicer shall keep and maintain separate accounting, on a Loan by Loan
      basis, for the purpose of accounting for any reimbursement from the Distribution
      Account pursuant to subclauses (i) through (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
      Distribution Account under Section 3.23(b).

     

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

     

    Section
      3.25 Class
      [___] Reserve Fund.
      

     

    (a) No
      later
      than the Closing Date, the Securities Administrator shall establish and maintain
      a segregated trust accounts titled, “Class [__] Reserve Fund, Wells Fargo Bank,
      National Association, in trust for the registered holders of Deutsche Mortgage
      Securities, Inc. Mortgage Loan Trust, Series 200[__]-[__], Class [__] Mortgage
      Pass-Through Certificates”.”

     

    (b) On
      each
      Distribution Date, the Securities Administrator will deposit into the Class
      [__]
      Reserve Fund an amount equal to the amount by which the sum of the Basis Risk
      Carryover Amounts with respect to the Class [__] Certificates exceeds the sum
      of
      any amounts received by the Securities Administrator with respect to the Cap
      Contract since the prior Distribution Date. On each Distribution Date, after
      making the distributions required under Section 4.1(a)(i) through (iv) and
      Section 4.1(b)(1) through (4), the Securities Administrator will withdraw from
      the Class [__] Reserve Fund the amounts on deposit therein (which shall include
      any payments received under the Cap Contract) and distribute such amounts to
      the
      Class [__] Certificates in respect of any Basis Risk Carryover Amounts due
      to
      the Class [__] Certificates as set forth in Section 4.1(a)(v) and
      (b)(5).

     

    (c) The
      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, Sponsor will be deemed to be the owner of each
      Reserve Fund. Upon the termination of the Trust Fund, or the payment in full
      of
      the Certificates, all amounts remaining on deposit in the Class [__] Reserve
      Fund will be released by the Trust Fund and distributed to Sponsor or its
      designees. The Class [__] Reserve Fund will be part of the Trust Fund but not
      part of any REMIC and any payments to the Holders of the Class [__] Certificates
      of Basis Risk 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) Sponsor
      hereby agrees that the Securities Administrator will deposit into the Class
      [__]
      Reserve Fund the amounts described above on each Distribution Date. Sponsor
      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.

     

    


    
      
        
          
          

        

        
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    (e) The
      Securities Administrator shall direct any depository institution maintaining
      the
      Class [__] 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 Class [__] Reserve Fund. In no
      event
      shall the Securities Administrator be liable for any investments made pursuant
      to this clause (e).

     

    (f) For
      federal tax return and information reporting, the right of the Holders of the
      Class [__] Certificates to receive payments from the related Reserve Fund in
      respect of any Basis Risk Carryover Amount shall be assigned a value of
      $[__________].

     

    Section
      3.26 [Pre-Funding
      Account.

     

    (a) No
      later
      than the Closing Date, the Securities Administrator shall establish and maintain
      a trust account which at all times shall be an Eligible Account and shall be
      titled “Pre-Funding Account, [Name of Master Servicer], in trust for the
      registered holders of Deutsche Mortgage Securities, Inc. Mortgage Loan Trust,
      Series 200[__]-[__], Mortgage Pass-Through Certificates” (the “Pre-Funding
      Account”). The Securities Administrator shall, promptly upon receipt, deposit in
      the Pre-Funding Account and retain therein the Original Pre-Funded Amount
      remitted on the Closing Date by the Depositor. Funds deposited in the
      Pre-Funding Account shall be held in trust for the Certificateholders for the
      uses and purposes set forth herein.

     

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

     

    


    
      
        
          
          

        

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

     

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

     

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

     

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

     

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

     

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

     

    Section
      3.27 [Capitalized
      Interest Account.

     

    (a) No
      later
      than the Closing Date, the Securities Administrator shall establish and maintain
      a trust account which shall at all times be an Eligible Account and shall be
      titled “Capitalized Interest Account, [Name of Master Servicer], in trust for
      the registered holders of Deutsche Mortgage Securities, Inc. Mortgage Loan
      Trust, Series 200[__]-[__], Mortgage Pass-Through Certificates” (the
“Capitalized Interest Account”). The Securities Administrator shall, promptly
      upon receipt, deposit in the Capitalized Interest Account and retain therein
      the
      Original Capitalized Interest Amount remitted on the Closing Date by the
      Depositor. Funds deposited in the Capitalized Interest Account shall be held
      in
      trust for the Certificateholders for the uses and purposes set forth
      herein.

     

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

     

    


    
      
        
          
          

        

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

     

    Section
      3.28 Prepayment
      Penalty Verification.
      

     

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

     

    


    
      
        
          
          

        

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

     

    


    
      
        
          
          

        

        
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    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 Distribution Account the Group I Available Distribution
      Amount and Group II Available Distribution Amount 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 Group I Available Distribution Amount and
      Group II 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 prior to the Credit Support Depletion Date, the Securities
      Administrator will distribute the Group I Available Distribution Amount and
      Group II Available Distribution Amount in the following order and
      priority:

     

    (i) On
      each
      Distribution Date, the Group I Available Distribution Amount shall be
      distributed as follows:

     

    (1) first,
      concurrently to the Group I Senior Certificates (other than the Class [__]
      Certificates), the related Interest Distribution Amount on a pro
      rata
      basis
      based on the related Interest Distribution Amount with respect to each such
      Class; provided, however, that for each Distribution Date prior to the Class
      [__] Accretion Termination Date, the Class [__] Accrual Amount shall be payable
      as principal to the Class [__], Class [__], Class [__] and Class [__]
      Certificates in the amount and priority set forth below in clauses (i)(5),
      (i)(6) and (i)(7); 

     

    (2) second,
      to the
      Class R Certificates, the related Senior Principal Distribution Amount until
      the
      Certificate Principal Balance of the Class R Certificates has been reduced
      to
      zero; 

     

    (3) third,
      concurrently, to the Class [__] Certificates and the Class [__] Certificates
      on
      a pro
      rata
      basis
      based on the Certificate Principal Balance of each such Class, an amount equal
      to the Class [__] /Class [__] Priority Amount, until the Certificate Principal
      Balance of each such Class has been reduced to zero;

     

    


    
      
        
          
          

        

        
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    (4) fourth,
      to the
      Class [__] Certificates, the Group I Discount Fractional Principal Amount until
      the Certificate Principal Balance of the Class [__] Certificates has been
      reduced to zero;

     

    (5) fifth,
      to the
      Class [__], Class [__] and Class [__] Certificates, from the related Senior
      Principal Distribution Amount, an amount up to $[__] for each Distribution
      Date,
      in the following order of priority:

     

    (A) concurrently,
      to the Class [__] Certificates and Class [__] Certificates, on a pro
      rata
      basis
      based on the Certificate Principal Balance of each such Class, until the
      Certificate Principal Balance of each such Class has been reduced to zero;
      provided that prior to the Class [__] Accretion Termination Date, distributions
      pursuant to this clause shall be made first from the Class [__] Accrual Amount
      for such Distribution Date and second from the related Senior Principal
      Distribution Amount remaining after distributions pursuant to clauses (i)(2)
      and
      (i)(3) above; and

     

    (B) to
      the
      Class [__] Certificates, until the Certificate Principal Balance of the Class
      [__] Certificates has been reduced to zero;

     

    (6) sixth,
      to the
      Class [__] Certificates, up to an amount equal to $[__] for each Distribution
      Date, until the Certificate Principal Balance of the Class [__] Certificates
      has
      been reduced to zero; provided that prior to the Class [__] Accretion
      Termination Date, distributions pursuant to this clause shall be made first
      from
      the Class [__] Accrual Amount for such Distribution Date and second from the
      related Senior Principal Distribution Amount, in each case remaining after
      distributions pursuant to clauses (i)(2), (i)(3) and (i)(5) above;

     

    (7) seventh,
      to the
      Class [__] Certificates, up to an amount equal to $[__]; provided that prior
      to
      the Class [__] Accretion Termination Date, distributions pursuant to this clause
      shall be made first from the Class [__] Accrual Amount for such Distribution
      Date and second from the related Senior Principal Distribution Amount, in each
      case remaining after distributions pursuant to clauses (i)(2), (i)(3), (i)(5)
      and (i)(6) above;

     

    (8) eighth,
      concurrently, to the Class [__] Certificates and the Class [__] Certificates
      on
      a pro
      rata
      basis
      based on the Certificate Principal Balance of each such Class, the related
      Senior Principal Distribution Amount remaining after payments pursuant to
      clauses (i)(2), (i)(3) and (i)(5) through (i)(7) above, until the Certificate
      Principal Balance of each such Class has been reduced to zero;

     

    (9) ninth,
      to the
      Class [__] Certificates, the related Senior Principal Distribution Amount
      remaining after payments pursuant to clauses (i)(2), (i)(3) and (i)(5) through
      (i)(8) above, without regard to amounts distributed pursuant to clause (i)(7)
      above, until the Certificate Principal Balance of the Class [__] Certificates
      has been reduced to zero;

     

    


    
      
        
          
          

        

        
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    (10) tenth,
      to the
      Class [__] Certificates, the related Senior Principal Distribution Amount
      remaining after payments pursuant to clauses (i)(2), (i)(3) and (i)(5) through
      (i)(9) above, without regard to amounts distributed pursuant to clause (i)(6)
      above, until the Certificate Principal Balance of the Class [__] Certificates
      has been reduced to zero;

     

    (11) eleventh,
      to the
      Class [__] Certificates, the related Senior Principal Distribution Amount
      remaining after payments pursuant to clauses (i)(2), (i)(3) and (i)(5) through
      (i)(10) above until the Certificate Principal Balance of the Class [__]
      Certificates has been reduced to zero;

     

    (12) twelfth,
      concurrently, to the Class [__] Certificates and Class [__] Certificates, on
      a
pro
      rata
      basis,
      based on the Certificate Principal Balance of each such Class, the related
      Senior Principal Distribution Amount remaining after payments pursuant to
      clauses (i)(2), (i)(3) and (i)(5) through (i)(11) above, without regard to
      the
      Class [__] /Class [__] Priority Amount, until the Certificate Principal Balance
      of each such Class has been reduced to zero; and

     

    (13) thirteenth,
      the
      Group I Discount Fractional Principal Shortfall to the Class [__] Certificates,
      but not more than an amount equal to the Subordinate Principal Distribution
      Amount related to the Group I Loans for such Distribution Date (without regard
      to the proviso of such definition).

     

    (ii) On
      each
      Distribution Date, the Group II Available Distribution Amount shall be
      distributed as follows:

     

    (1) first,
      concurrently to the Group II Senior Certificates (other than the Class [__]
      Certificates), the related Interest Distribution Amount on a pro
      rata
      basis
      based on the related Interest Distribution Amount with respect to each such
      Class; 

     

    (2) second,
      concurrently, to the Class [__] Certificates and the Class [__] Certificates
      on
      a pro
      rata
      basis
      based on the Certificate Principal Balance of each such Class, an amount equal
      to the Class [__] /Class [__] Priority Amount, until the Certificate Principal
      Balance of each such Class has been reduced to zero;

     

    (3) third,
      to the
      Class [__] Certificates, the Group II Discount Fractional Principal Amount
      until
      the Certificate Principal Balance of the Class [__] Certificates has been
      reduced to zero;

     

    (4) fourth,
      to the
      Class [__] Certificates, the related Senior Principal Distribution Amount
      remaining after payments pursuant to clause (ii)(2) above, until the Certificate
      Principal Balance of the Class [__] Certificates has been reduced to
      zero;

     

    


    
      
        
          
          

        

        
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    (5) fifth,
      to the
      Class [__] Certificates, the related Senior Principal Distribution Amount
      remaining after payments pursuant to clauses (ii)(2) and (ii)(4) above, until
      the Certificate Principal Balance of the Class [__] Certificates has been
      reduced to zero;

     

    (6) sixth,
      concurrently, to the Class [__] Certificates and Class [__] Certificates, on
      a
pro
      rata
      basis,
      based on the Certificate Principal Balance of each such Class, the related
      Senior Principal Distribution Amount remaining after payments pursuant to
      clauses (ii)(2), (ii)(4) and (ii)(5) above, without regard to the Class [__]
      /Class [__] Priority Amount, until the Certificate Principal Balance of each
      such Class has been reduced to zero; and

     

    (7) seventh,
      the
      Group II Discount Fractional Principal Shortfall to the Class [__] Certificates,
      but not more than an amount equal to the Subordinate Principal Distribution
      Amount related to the Group II Loans for such Distribution Date (without regard
      to the proviso of such definition).

     

    (iii) From
      the
      Group I Available Distribution Amount and Group II Available Distribution Amount
      remaining after payments pursuant to clauses (i) and (ii) above, (a)
first,
      the
      Senior Interest Shortfall Amount for each Class of Senior Certificates (other
      than the Class [__] Certificates and Class [__] Certificates) for such
      Distribution Date, if any, pro rata according to the amount of interest to
      which
      each such Class would otherwise be entitled, (b) second,
      an
      amount equal to the Collateral Deficiency Amount, if any, to the Senior
      Certificates (other than the Class [__], Class [__] and Class [__]
      Certificates), pro rata among the Senior Certificates (other than the Class
      [__], Class [__] and Class [__] Certificates) based on the related Collateral
      Deficiency Amount and within each group of Certificates, on a pro rata basis,
      if
      applicable, based on the Certificate Principal Balance of each such Class,
      as a
      payment of principal and (c) third,
      if such
      Distribution Date is a Cross Payment Trigger Date, the Principal Prepayment
      Amount distributable to the Senior Certificates (other than the Class [__],
      Class [__] and Class [__] Certificates) that have been paid in full, will be
      paid as principal to the related Senior Certificates (other than the Class
      [__],
      Class [__] and Class [__] Certificates) that have not been paid in full in
      accordance with the priorities set forth in clauses (i) and (ii)
      above.

     

    (iv) From
      the
      sum of the remaining Group I Available Distribution Amount and Group II
      Available Distribution Amount, after payments pursuant to clauses (i) through
      (iii) above, to the Class [__], Class [__], Class [__], Class [__], Class [__]
      and Class [__] Certificates, sequentially, 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 Amount; provided,
      however, that on any Distribution Date on which the Subordination Level for
      any
      Class of 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 Subordinate Certificates junior
      to such Class will be distributed to the most senior Class of Subordinate
      Certificates for which the Subordination Level is less than such percentage
      as
      of the Closing Date, and to the Class or Classes of Subordinate Certificates
      senior thereto, pro rata based on the Certificate Principal Balance of each
      such
      Class.

     

    


    
      
        
          
          

        

        
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    (v) From
      the
      remaining Group I Available Distribution Amount, to the Class [__] Reserve
      Fund,
      and then from the Class [__] Reserve Fund (including any payments received
      under
      the Cap Contract), to the Class [__] Certificates in respect of any Basis Risk
      Carryover Amounts due the Class I[__] Certificates as follows:

     

    (1) first,
      to the
      holders of the Class [__] Certificates, any amounts received by the Securities
      Administrator on account of the Cap Contract for such Distribution Date;
      and

     

    (2) second,
      to the
      Class [__] Certificates, any Basis Risk Carryover Amount remaining unpaid after
      distributions pursuant to clause (1) above.

     

    (vi) To
      the
      Group I Senior Certificates (other than the Class [__] Certificates and Class
      [__] Certificates) and Group II Senior Certificates (other than the Class [__]
      Certificates), from the related Available Distribution Amount remaining after
      distributions pursuant to clauses (i) through (v) above, by Pro Rata Allocation,
      the amount of any unreimbursed losses previously allocated to such Classes
      of
      Certificates, and then to
      the
      Subordinate Certificates, in the order of their seniority, the amount of any
      unreimbursed losses previously allocated to such Classes of
      Certificates.

     

    (vii) To
      the
      Class R Certificates, the remainder (which is expected to be zero), if any
      of
      the Group I Available Distribution Amount and Group II Available Distribution
      Amount remaining after distributions pursuant to clauses (i) through (vi)
      above.

     

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

     

    (1) first,
      (a) to
      the Group I Senior Certificates (other than the Class [__] Certificates) from
      the Group I Available Distribution Amount, the related Interest Distribution
      Amount pro rata based on the amount payable to each such Class and (b) to the
      Group II Senior Certificates (other than the Class [__] Certificates) from
      the
      Group II Available Distribution Amount, the related Interest Distribution Amount
      pro rata based on the amount payable to each such Class;

     

    (2) second,
      (a)
      from the Group I Available Distribution Amount remaining after payments in
      clause (1)(a) above, the Group I Discount Fractional Principal Amount to the
      Class [__] Certificates and (b) from the Group II Available Distribution Amount
      remaining after payments in clause (1)(b) above, the Group II Discount
      Fractional Principal Amount to the Class [__] Certificates;

     

    


    
      
        
          
          

        

        
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    (3) third,
      (a) to
      the Group I Senior Certificates (other than the Class [__], Class [__] and
      Class
      [__] Certificates) on a pro rata basis based on the Certificate Principal
      Balance of each such Class, the Group I Available Distribution Amount remaining
      after payments pursuant to clause (1)(a) and (2)(a) above and (b) to the Group
      II Senior Certificates (other than the Class [__] Certificates and Class [__]
      Certificates) on a pro rata basis based on the Certificate Principal Balance
      of
      each such Class, the Group II Available Distribution Amount remaining after
      payments pursuant to clauses (1)(b) and (2)(b) above, in each case until the
      Certificate Principal Balance of each such Class has been reduced to
      zero;

     

    (4) fourth,
      from
      the Group I Available Distribution Amount and Group II Available Distribution
      Amount remaining after payments pursuant to clauses (1), (2) and (3) above,
      to
      each Class of Certificates for which a Senior Interest Shortfall Amount exists,
      the Senior Interest Shortfall Amount for such Distribution Date, pro rata,
      based
      on such Senior Interest Shortfall Amount;

     

    (5) fifth,
      from
      the Group I Available Distribution Amount remaining after payments pursuant
      to
      clauses (1) through (4) above, to the Class [__] Reserve Fund and then from
      the
      Class [__] Reserve Fund, to the Class [__] Certificates, the Basis Risk
      Carryover Amount payable to such Class for such Distribution Date (after taking
      into account all payments received by the Securities Administrator from the
      Cap
      Contract); 

     

    (6) sixth,
      (a)
      from the Group I Available Distribution Amount remaining after payments pursuant
      to clauses (1) through (5) above, to the Group I Senior Certificates (other
      than
      the Class [__] Certificates and Class [__] Certificates) on a pro rata basis
      based on the outstanding Certificate Principal Balance of such Class, the amount
      of any unreimbursed losses previously allocated to each such Class and (b)
      from
      the Group II Available Distribution Amount remaining after payments pursuant
      to
      clauses (1) through (4) above, to the Group II Senior Certificates (other than
      the Class [__] Certificates) on a pro rata basis based on the outstanding
      Certificate Principal Balance of each such Class, the amount of any unreimbursed
      losses previously allocated to each such Class; and

     

    (7) seventh,
      to the
      Class R Certificates, the remainder, if any (which is expected to be zero),
      of
      the Group I Available Distribution Amount and Group II Available Distribution
      Amount remaining after distributions pursuant to clauses (1) through (6)
      above.

     

    On
      each
      Distribution Date, all amounts representing Prepayment Charges in respect of
      the
      Loans serviced by [GMAC pursuant to the GMAC 2005 Servicing Agreement] and
      received during the related Prepayment Period will be withdrawn from the
      Distribution Account and distributed to the Class [P-1] Certificates, and all
      amounts representing Prepayment Charges in respect of the Loans serviced by
      [GreenPoint], [National City], [Wells Fargo] and [GMAC pursuant to the GMAC
      2004
      Servicing Agreement] and received during the related Prepayment Period will
      be
      withdrawn from the Distribution Account and distributed to the Class [P-2]
      Certificates, and shall not be available for distribution to the holders of
      any
      other Class of Certificates. The payment of such Prepayment Charges shall not
      reduce the Certificate Principal Balance of the Class [P-1] Certificates or
      Class [P-2] Certificates.

     

    


    
      
        
          
          

        

        
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    On
      the
      Distribution Date in [__________], prior to making any distributions to the
      Class R Certificates, the Securities Administrator shall make a payment of
      principal to the Class [P-1] Certificates and Class [P-2] Certificates,
      respectively, in reduction of the Certificate Principal Balance of each such
      Class from amounts on deposit in sub-accounts of the Distribution Account
      established and maintained by the Securities Administrator, on behalf of the
      Trustee, for the exclusive benefit of the Class [P-1] Certificateholders and
      Class [P-2] Certificateholders, as applicable.

     

    Section
      4.2 Allocation
      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, other than Excess Losses, shall be allocated as follows: (i) for losses
      allocable to principal, (a) first, sequentially, to the Class [___], Class
      [___], Class [___], Class [___], Class [___]and Class [___] Certificates, in
      that order, until the Certificate Principal Balance of each such Class been
      reduced to zero and (b) second, (1) with respect to Realized Losses related
      to
      the Group I Loans, concurrently to each Class of the Group I Senior Certificates
      (other than the Class [___] Certificates and Class [___] Certificates) on a
      pro
      rata basis based on the Certificate Principal Balance of each such Class, in
      each case until the Certificate Principal Balance of each such Class has been
      reduced to zero; provided, that any such Realized Loss allocable to the Class
      [___] Certificates and Class [___] Certificates will be allocated first to
      the
      Class [___] Certificates, up to a maximum amount of $[___] with respect to
      the
      Class [___] Certificates, and up to a maximum amount of $[___] with respect
      to
      the Class [___] Certificates, until the Certificate Principal Balance of the
      Class [___] Certificates has been reduced to zero, and then to the Class [___]
      Certificates and Class [___] Certificates, respectively, until the Certificate
      Principal Balance of each such Class has been reduced to zero, and (2) with
      respect to Realized Losses related to the Group II Loans, concurrently to each
      Class of Group II Senior Certificates (other than the Class [___] Certificates)
      until the Certificate Principal Balance of each such Class has been reduced
      to
      zero, provided, that any such Realized Loss allocable to the Class [___]
      Certificates will be allocated first to the Class [___] Certificates, until
      the
      Certificate Principal Balance of the Class [___] Certificates has been reduced
      to zero, and then to the Class [___] Certificates, until the Certificate
      Principal Balance of the Class [___] Certificates has been reduced to zero;
      provided,
      however,
      that
      following the Credit Support Depletion Date, if any loss is incurred with
      respect to a Group I Discount Loan, the Group I Discount Fraction of such loss
      will first be allocated to the Class [___] Certificates and the remainder of
      such loss will be allocated as described above in clause (i)(b)(2); provided,
      further,
      that
      following the Credit Support Depletion Date, if any loss is incurred with
      respect to a 

     

    


    
      
        
          
          

        

        
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    Group
      II
      Discount Loan, the Group II Discount Fraction of such loss will first be
      allocated to the Class [___] Certificates and the remainder of such loss will
      be
      allocated as described above in clause (i)(b)(2); and (ii) for losses allocable
      to interest, (a) first, sequentially, to the Class [___], Class [___], Class
      [___], Class [___], Class [___] and Class [___] Certificates, in that order,
      in
      reduction of accrued but unpaid interest thereon until the amount of interest
      accrued on such Certificate on such Distribution Date has been reduced to zero,
      and then in reduction of the Certificate Principal Balance of such Certificate
      until the Certificate Principal Balance thereof has been reduced to zero, and
      (b) second, to the Senior Certificates relating to the Loan Group for which
      such
      Realized Losses were incurred, by Pro Rata Allocation, in reduction of accrued
      but unpaid interest thereon until the amount of interest accrued on such
      Certificate has been reduced to zero and then with respect to the Senior
      Certificates (other than the Class [___], Class [___], Class [___], Class [___]
      and Class [___] Certificates), in reduction of the Certificate Principal Balance
      of each such Certificate until the aggregate of the Certificate Principal
      Balances thereof have been reduced to zero; provided, that (1) the Pro Rata
      Allocation of any such loss allocable to the Class [___] Certificates and Class
      [___] Certificates will be allocated first to the Class [___] Certificates,
      up
      to a maximum amount of $[___] with respect to the Class [___] Certificates,
      and
      up to a maximum amount of $[___] with respect to the Class [___] Certificates,
      until the Certificate Principal Balance of the Class [___] Certificates has
      been
      reduced to zero, and then to the Class [___] Certificates and Class [___]
      Certificates, respectively, until the Certificate Principal Balance of each
      such
      Class has been reduced to zero; and (2) the Pro Rata Allocation of any such
      loss
      allocable to the Class [___] Certificates will be allocated first to the Class
      [___] Certificates until the Certificate Principal Balance of the Class [___]
      Certificates has been reduced to zero, and then to the Class [___] Certificates
      until the Certificate Principal Balance of the Class [___] Certificates has
      been
      reduced to zero. In addition, to the extent the related Servicer receives
      Subsequent Recoveries with respect to any defaulted Loan, the amount of the
      Realized Loss with respect to that defaulted Loan will be reduced to the extent
      such Subsequent Recoveries are applied to reduce the Certificate Principal
      Balance of any Class of Certificates on any Distribution Date. In the event
      that
      a Servicer receives any Subsequent Recoveries, such Subsequent Recoveries shall
      be distributed as part of the Group I Available Distribution Amount or Group
      II
      Available Distribution Amount, as applicable, in accordance with the priorities
      in Section 4.1, and the Certificate Principal Balance of each Class of
      Subordinate Certificates that has been reduced by the allocation of a Realized
      Loss to such Certificate shall be increased, in order of seniority, by the
      amount of such Subsequent Recoveries. Holders of such Certificates are not
      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.

     

    (c) Excess
      Losses with respect to the Loans will be allocated to the outstanding Class
      or
      Classes of Senior Certificates (other than the Class [___], Class [___] and
      Class [___] Certificates) of the related Loan Group and to the Subordinate
      Certificates by Pro Rata Allocation; provided, that (i) the Pro Rata Allocation
      of any such loss allocable to the Class [___] Certificates and Class [___]
      Certificates will be allocated first to the Class [___] Certificates, up to
      a
      maximum amount of $[___] with respect to the Class [___] Certificates, and
      up to
      a maximum amount of $[___] with respect to the Class [___] Certificates, until
      the Certificate Principal Balance of the Class [___] Certificates has been
      reduced to zero, and then to the Class [___] Certificates and Class [___]
      Certificates, respectively, until the Certificate Principal Balance of each
      such
      Class has been reduced to zero; and (ii) the Pro Rata Allocation of any such
      loss allocable to the Class [___] Certificates will be allocated first to the
      Class [___] Certificates until the Certificate Principal Balance of the Class
      [___] Certificates has been reduced to zero, and then to the Class [___]
      Certificates until the Certificate Principal Balance of the Class [___]
      Certificates has been reduced to zero.

     

    


    
      
        
          
          

        

        
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    (d) On
      each
      Distribution Date, if the aggregate Certificate Principal Balance of the Senior
      Certificates (other than the Class [___], Class [___] and Class [___]
      Certificates) and Subordinate Certificates exceeds the aggregate Principal
      Balance of the Loans (after giving effect to distributions of principal and
      the
      allocation and reimbursement of all losses on the related Certificates on such
      Distribution Date), such excess will be deemed a principal loss and will be
      allocated to the Subordinate Certificates in reverse order of seniority until
      the Certificate Principal Balance of each such Class has been reduced to zero.
      If the Certificate Principal Balance of each Class of Subordinate Certificates
      has been reduced to zero and the aggregate Certificate Principal Balance of
      the
      Senior Certificates (other than the Class [___], Class [___] and Class [___]
      Certificates) exceeds the aggregate Principal Balance of the Loans (after giving
      effect to distributions of principal and the allocation and reimbursement of
      all
      losses on the Certificates on such Distribution Date), such excess will be
      deemed a principal loss and, (i) if attributable to the Group I Loans, will
      be
      allocated to the Group I Senior Certificates (other than the Class [___]
      Certificates and Class [___] Certificates) by Pro Rata Allocation, until the
      Certificate Principal Balance of each such Class has been reduced to zero;
      provided, that any such Realized Loss allocable to the Class [___] Certificates
      and Class [___] Certificates will be allocated first to the Class [___]
      Certificates, up to a maximum amount of $[___] with respect to the Class [___]
      Certificates, and up to a maximum amount of $[___] with respect to the Class
      [___] Certificates, until the Certificate Principal Balance of the Class [___]
      Certificates has been reduced to zero, and then to the Class [___] Certificates
      and Class [___] Certificates, respectively, until the Certificate Principal
      Balance of each such Class has been reduced to zero; and (ii) if attributable
      to
      the Group II Loans, will be allocated to the Group II Senior Certificates (other
      than the Class [___] Certificates), by Pro Rata Allocation, until the
      Certificate Principal Balance of each such Class has been reduced to zero;
      provided, that any such Realized Loss allocable to the Class [___] Certificates
      will be allocated first to the Class [___] Certificates until the Certificate
      Principal Balance of the Class [___] Certificates has been reduced to zero,
      and
      then to the Class [___] Certificates until the Certificate Principal Balance
      of
      the Class [___] Certificates has been reduced to zero.

     

    Realized
      Losses from the Loans shall be applied after all distributions have been made
      on
      each Distribution Date, to each REMIC I Regular Interest in the same manner
      and
      priority as Realized Losses are allocated to the Corresponding
      Certificates.

     

    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.

     

    


    
      
        
          
          

        

        
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    (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 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 I Regular Interests.

     

    Distributions
      of principal from the Loans shall be deemed to be made to the REMIC I Regular
      Interests, in each case from the related Loan Group, first, to REMIC I Regular
      Interest LT-IA1, REMIC I Regular Interest LT-IA3, REMIC I Regular Interest
      LT-IA4, REMIC I Regular Interest LT-IA5, REMIC I Regular Interest LT-IA7, REMIC
      I Regular Interest LT-IA8, REMIC I Regular Interest LT-IAPO, REMIC I Regular
      Interest LT-IIA1, REMIC I Regular Interest LT-IIA2, REMIC I Regular Interest
      LT-IIA3, REMIC I Regular Interest LT-IIA4, REMIC I Regular Interest LT-IIAPO,
      REMIC I Regular Interest LT-P1, REMIC I Regular Interest LT-P2, REMIC I Regular
      Interest LT-M, REMIC I Regular Interest LT-B1, REMIC I Regular Interest LT-B2,
      REMIC I Regular Interest LT-B3, REMIC I Regular Interest LT-B4 and REMIC I
      Regular Interest LT-B5 in the same manner and priority as such distributions
      are
      made to the Corresponding Certificates. Interest shall be payable to each REMIC
      I Regular Interest at the related Uncertificated REMIC I Pass-Through Rate
      on
      each such REMIC I Regular Interest’s Uncertificated Principal
      Balance.

     

    


    
      
        
          
          

        

        
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    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 and the Credit Risk Manager, a
      statement (each, a “Remittance Report”) as to the distributions made to such
      Certificateholders on such Distribution Date setting forth:

     

    (i) applicable
      record dates, accrual periods, determination dates for calculating distributions
      and general distribution dates;

     

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

     

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

     

    (iv) [[the
      amount of any Net Swap Payment payable to the Swap Administrator, any Net Swap
      Payment payable to the Swap Provider, any Swap Termination Payment payable
      to
      the Swap Administrator and any Swap Termination Payment payable to the Swap
      Provider;]]

     

    (v) the
      amount of the distribution made on such Distribution Date to the Holders of
      the
      Certificates allocable to principal;

     

    (vi) the
      amount of the distribution made on such Distribution Date to the Holders of
      the
      Certificates allocable to interest;

     

    (vii) the
      number and aggregate Principal Balance of the Loans in a Loan Group 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 initiated, 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 and separately
      identifying such information for the (i) first lien Mortgage Loans, (ii) second
      lien Mortgage Loans, (iii) Adjustable Rate Mortgage Loans, in each such Loan
      Group;

     

    (viii) the
      aggregate Principal Balance of the Loans as of the close of business on the
      last
      day of the related Prepayment Period;

     

    


    
      
        
          
          

        

        
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    (ix) the
      amount of Special Hazard Coverage available to the Group I Senior Certificates
      and Group II Senior Certificates remaining as of the close of business on the
      applicable Determination Date;

     

    (x) the
      amount of Bankruptcy Coverage available to the Group I Senior Certificates
      and
      Group II Senior Certificates remaining as of the close of business on the
      applicable Determination Date;

     

    (xi) the
      amount of Fraud Coverage available to the Group I Senior Certificates and Group
      II Senior Certificates remaining as of the close of business on the applicable
      Determination Date;

     

    (xii) the
      amount of Realized Losses with respect to the Group I Loans and Group II Loans
      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;

     

    (xiii) 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;

     

    (xiv) the
      amount of funds advanced by each Servicer and the Master Servicer for such
      Distribution Date with respect to the Loans in each Loan Group (including the
      general purpose of such Advances), the aggregate amount of unreimbursed Advances
      at the close of business on the Distribution Date, and the general source of
      funds for reimbursements;

     

    (xv) 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;

     

    (xvi) 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;

     

    (xvii) 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;

     

    (xviii) the
      aggregate amount of Extraordinary Trust Fund expenses withdrawn from the
      Distribution Account for such Distribution Date and the aggregate amount of
      any
      other fees or expenses accrued and paid (identifying the purpose of such fees
      and the party receiving such fees or expenses); 

     

    (xix) 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;

     

    


    
      
        
          
          

        

        
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    (xx) 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 3.20; 

     

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

     

    (xxii) the
      respective Pass-Through Rates applicable to each Class of Certificates as of
      such Distribution Date [(and whether such Pass-Through Rate was limited by
      the
      [Net WAC Pass-Through Rate])]; 

     

    (xxiii) the
      Basis
      Risk Carryover Amount, if any, for such Distribution Date;

     

    (xxiv) the
      Basis
      Risk Carryover Amount, if any, outstanding after reimbursements therefor on
      such
      Distribution Date;

     

    (xxv) the
      amount of any deposit to the Class [___] Reserve Fund contemplated by Section
      3.25;

     

    (xxvi) the
      balance of the Class [___] Reserve Fund prior to the deposit or withdrawal
      of
      any amounts on such Distribution Date;

     

    (xxvii) the
      amount of any withdrawal from the Class [___] Reserve Fund pursuant to Section
      4.1(a)(v);

     

    (xxviii) the
      balance of each Reserve Fund after all deposits and withdrawals on such
      Distribution Date;

     

    (xxix) [the
      amount withdrawn from the Pre-Funding Account pursuant to Section 3.26(c)
      on that Distribution Date, the amount remaining on deposit in the Pre-Funding
      Account following such Distribution Date, and the amount withdrawn from the
      Pre-Funding Account and used to purchase Subsequent Loans prior to such
      Distribution Date;]

     

    (xxx) [for
      the
      distribution occurring on the Distribution Date immediately following the end
      of
      the Pre-Funding Period, the balance on deposit in the Pre-Funding Account that
      has not been used to purchase Subsequent Loans and that is being distributed
      to
      the related Senior Certificates as a mandatory distribution of principal, if
      any, on such Distribution Date; ]

     

    (xxxi) [the
      amount withdrawn from the Capitalized Interest Account pursuant to
      Section 3.27 on that Distribution Date and the amount remaining on deposit
      in the Capitalized Interest Account following such Distribution Date;]


     

    


    
      
        
          
          

        

        
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    (xxxii) [if
      applicable, during the Pre-funding Period, the information required by Items
      1110, 1111 and 1112 of Regulation AB]; 

     

    (xxxiii) [information
      on ratio, coverage or other tests used for determining any early amortization,
      liquidation or other performance trigger and whether the trigger was
      met;]

     

    (xxxiv) if
      applicable, material modifications, extensions or waivers to Mortgage Loan
      terms, fees, penalties or payments during the preceding calendar month that
      have
      become material over time; and

     

    (xxxv) material
      breaches of representations and warranties regarding the Mortgage
      Loans.

     

    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
      [______________]. 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.

     

    


    
      
        
          
          

        

        
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    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 Distribution Account, from its own funds or from
      amounts on deposit in the Distribution Account that are held for future
      distribution, not later than the Distribution Account Deposit Date immediately
      preceding the related Distribution Date an amount equal to such delinquency,
      net
      of the Servicing Fee and Master Servicing Fee for such Loan except to the extent
      the Master Servicer determines any such advance to be 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 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.

     

    


    
      
        
          
          

        

        
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    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.

     

    The
      Certificates will be substantially in the forms annexed hereto as Exhibits
      A-1
      through A-12. 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 Certificates, Class P Certificates 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.

     

    


    
      
        
          
          

        

        
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    (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.

     

    


    
      
        
          
          

        

        
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    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.

     

    


    
      
        
          
          

        

        
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    (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 Class P Certificate or a Residual 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.

     

    


    
      
        
          
          

        

        
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    Each
      Transferee of a Class M Certificate or Class B Certificate 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
      the 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:

     

    


    
      
        
          
          

        

        
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    (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.

     

    


    
      
        
          
          

        

        
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    (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.

     

    


    
      
        
          
          

        

        
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    (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.

     

    


    
      
        
          
          

        

        
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    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.

     

    


    
      
        
          
          

        

        
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    ARTICLE
      VI

    THE
      DEPOSITOR AND THE MASTER SERVICER AND THE CREDIT RISK MANAGER

     

    Section
      6.1 Liability
      of the Depositor and the Master Servicer.

     

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

     

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

     

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

     

    The
      Depositor or the Master Servicer may be merged or consolidated with or into
      any
      Person, or transfer all or substantially all of its assets to any Person, in
      which case any Person resulting from any merger or consolidation to which the
      Depositor or the Master Servicer shall be a party, or any Person succeeding
      to
      the business of the Depositor or the Master Servicer, shall be the successor
      of
      the Depositor or the Master Servicer, as the case may be, hereunder, without
      the
      execution or filing of any paper or any further act on the part of any of the
      parties hereto, anything herein to the contrary notwithstanding; provided,
      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.

     

    


    
      
        
          
          

        

        
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    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 Custodian 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,
      any Servicing Agreement or the Cap Contract, or any loss, liability or expense
      incurred by any of such Persons other than by reason of such Person’s willful
      misfeasance, bad faith or gross negligence in the performance of its duties
      hereunder or by reason of reckless disregard of its obligations and duties
      hereunder. None of the Depositor, the Master Servicer, the Securities
      Administrator, any Custodian or any Servicer shall be under any obligation
      to
      appear in, prosecute or defend any legal action unless such action is related
      to
      its respective duties under this Agreement, the Custodial Agreement, the
      applicable Servicing Agreement or the Cap Contract and, in its opinion, does
      not
      involve it in any expense or liability; provided, however, that each of the
      Depositor, the Master Servicer, the Custodians and the Securities Administrator
      may in its discretion undertake any such action which it may deem necessary
      or
      desirable with respect to this Agreement and the rights and duties of the
      parties hereto and the interests of the Certificateholders hereunder. In such
      event, the legal expenses and costs of such action and any liability resulting
      therefrom (except any loss, liability or expense incurred by reason of willful
      misfeasance, bad faith or gross negligence in the performance of duties
      hereunder or by reason of reckless disregard of obligations and duties
      hereunder) shall be expenses, costs and liabilities of the Trust Fund, and
      the
      Depositor, the Master Servicer, the Custodians, the Servicers and the Securities
      Administrator shall be entitled to be reimbursed therefor from the Distribution
      Account as and to the extent provided in Article III, any such right of
      reimbursement being prior to the rights of the Certificateholders 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.

     

    


    
      
        
          
          

        

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

     

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

     

    The
      Master Servicer shall afford the Depositor and the Trustee, upon reasonable
      notice, during normal business hours, access to all records maintained by the
      Master Servicer in respect of the Master Servicer’s rights and obligations
      hereunder and access to officers of the Master Servicer responsible for such
      obligations. Upon request, the Master Servicer shall furnish to the Depositor
      and the Trustee the most recent financial statements of its parent and such
      other information relating to the Master Servicer’s capacity to perform its
      obligations under this Agreement as it possesses. To the extent 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.

     

    


    
      
        
          
          

        

        
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    Section
      6.7 Duties
      of the Credit Risk Manager.
      

     

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

     

    Section
      6.8 Limitation
      Upon Liability of the Credit Risk Manager.
      

     

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

     

    Section
      6.9 Removal
      of the Credit Risk Manager.
      

     

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

     

    Section
      6.10 Transfer
      of Servicing by Sponsor of Certain Loans Serviced by [GMAC].

     

    


    
      
        
          
          

        

        
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    Sponsor
      may, at its option, transfer the servicing responsibilities of [GMAC] as a
      Servicer with respect to the Loans serviced pursuant to the [GMAC 2005 Servicing
      Agreement] at any time without cause. No such transfer shall become effective
      unless and until a successor to [GMAC] shall have been appointed to service
      and
      administer the related Loans pursuant to the terms and conditions of the [GMAC
      2005 Servicing Agreement] or a servicing agreement that is reasonably acceptable
      to 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 6.10, (ii) the Master Servicer shall have consented
      to such appointment, (iii) the Rating Agencies have confirmed in writing that
      such appointment will not result in a downgrade, qualification or withdrawal
      of
      the then current ratings assigned to the Certificates and (iv) all amounts
      reimbursable to [GMAC under the GMAC 2005 Servicing Agreement] shall have been
      paid to [GMAC], and all servicing transfer costs incurred by the Master Servicer
      shall have been paid to it, by the successor appointed pursuant to the terms
      of
      this Section 6.10 or by 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. 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, 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 2005
      Servicing Agreement]. 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 with
      respect to the Loans serviced pursuant to the [GMAC 2005 Servicing Agreement]
      must (i) be an established mortgage loan servicing institution that is a Fannie
      Mae and Freddie Mac approved seller/servicer, (ii) be approved by each Rating
      Agency by a written confirmation from each Rating Agency that the appointment
      of
      such successor Servicer would not result in the reduction or withdrawal of
      the
      then current ratings of any outstanding Class of Certificates, (iii) have a
      net
      worth of not less than $15,000,000 and (iv) assume all the responsibilities,
      duties or liabilities of [GMAC] (other than liabilities of [GMAC] incurred
      prior
      to the transfer of servicing from [GMAC]) under the [GMAC 2005 Servicing
      Agreement] in connection with the servicing and administration of the related
      Loans or a servicing agreement that is reasonably acceptable to Sponsor, the
      Master Servicer and the Rating Agencies.

     

    


    
      
        
          
          

        

        
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    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 thirty (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 ninety (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.

     

    


    
      
        
          
          

        

        
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    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 (10) 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.

     

    


    
      
        
          
          

        

        
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    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 $15,000,000, as the successor to the Master Servicer under this Agreement
      in the assumption of all or any part of the responsibilities, duties or
      liabilities of the Master Servicer under this Agreement.

     

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

     

    


    
      
        
          
          

        

        
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    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 sixty (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 (5) 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, at the expense of the Trust
      Fund, 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.

     

    


    
      
        
          
          

        

        
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    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;

     

    


    
      
        
          
          

        

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

     

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

     

    Section
      8.2 Certain
      Matters Affecting Trustee and Securities Administrator.

     

    (a) Except
      as
      otherwise provided in Section 8.1:

     

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

     

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

     

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

     

    


    
      
        
          
          

        

        
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    (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

     

    


    
      
        
          
          

        

        
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    (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) The
      Trustee is hereby directed by the Depositor to execute the Cap Contract on
      behalf of the Trust Fund in the form presented to it by the Depositor and shall
      have no responsibility for the contents of the Cap Contract, including, without
      limitation, the representations and warranties contained therein. Any funds
      payable by the Trustee under the Cap Contract at closing shall be paid by the
      Depositor. Notwithstanding anything to the contrary contained herein or in
      the
      Cap Contract, the Trustee shall not be required to make any payments to the
      counterparty under the Cap Contract. 

     

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

     

    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 Cap Contract 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 Account.

     

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

     

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

     

    Section
      8.5 Fees
      and Expenses of Trustee and Securities Administrator.

     

    


    
      
        
          
          

        

        
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    The
      fees
      of the Trustee and the Securities Administrator hereunder and of Wells Fargo
      under the Wells Fargo 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 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 or the Cap Contract, 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, 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 sixty (60) days after Wells Fargo Bank, N.A., as Securities
      Administrator, ceases to be the securities administrator pursuant to this
      Section 8.6, then the Trustee shall perform the duties of the Securities
      Administrator pursuant to this Agreement. The Trustee shall notify the Rating
      Agencies of any change of Securities Administrator. Notwithstanding the above,
      the Trustee may, if it shall be unwilling to so act, or shall, if it is unable
      to so act, promptly appoint or petition a court of competent jurisdiction to
      appoint, a Person that satisfies the eligibility criteria set forth herein
      as
      the Trustee under this Agreement in the assumption of all or any part of the
      responsibilities, duties or liabilities of the Trustee under this Agreement.
      Wells Fargo Bank, N.A. or one of its Affiliates shall act as Securities
      Administrator for so long as it is Master Servicer under this
      Agreement.

     

    


    
      
        
          
          

        

        
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    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 thirty (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.

     

    


    
      
        
          
          

        

        
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    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 ten (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.

     

    


    
      
        
          
          

        

        
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    Section
      8.9 Merger
      or Consolidation of Trustee or Securities Administrator.

     

    Any
      corporation or association into which the Trustee or the Securities
      Administrator may be merged or converted or with which it may be consolidated
      or
      any corporation or association resulting from any merger, conversion or
      consolidation to which the Trustee or the Securities Administrator shall be
      a
      party, or any corporation or association succeeding to the business of the
      Trustee or the Securities Administrator shall be the successor of the Trustee
      or
      the Securities Administrator hereunder, provided such corporation or association
      shall be eligible under the provisions of Section 8.6, without the execution
      or
      filing of any paper or any further act on the part of any of the parties hereto,
      anything herein to the contrary notwithstanding.

     

    Section
      8.10 Appointment
      of Co-Trustee or Separate Trustee.

     

    Notwithstanding
      any other provisions hereof, at any time, for the purpose of meeting any legal
      requirements of any jurisdiction in which any part of REMIC I or property
      securing the same may at the time be located, the Trustee shall have the power
      and shall execute and deliver all instruments to appoint one or more Persons
      approved by the Trustee to act as co-trustee or co-trustees, jointly with the
      Trustee, or separate trustee or separate trustees, of all or any part of REMIC
      I, and to vest in such Person or Persons, in such capacity, and for the benefit
      of the Holders of the Certificates, such title to REMIC I, or any part thereof,
      and, subject to the other provisions of this Section 8.10, such powers, duties,
      obligations, rights and trusts as the Trustee may consider necessary or
      desirable. No co-trustee or separate trustee hereunder shall be required to
      meet
      the terms of eligibility as a successor trustee under Section 8.6 hereunder
      and
      no notice to Holders of Certificates of the appointment of co-trustee(s) or
      separate trustee(s) shall be required under Section 8.8 hereof.

     

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

     

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

     

    


    
      
        
          
          

        

        
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    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.

     

    


    
      
        
          
          

        

        
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    (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.

     

    


    
      
        
          
          

        

        
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    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 and the Trustee pursuant to Section 8.5 and of the
      Master Servicer to pay Compensating Interest to the Securities Administrator
      and
      the Securities Administrator to make payments in respect of REMIC I Regular
      Interests or the Classes of Certificates as hereinafter set forth) shall
      terminate upon payment to the Certificateholders and the deposit of all amounts
      held by or on behalf of the Trustee and required hereunder to be so paid or
      deposited on the Distribution Date coinciding with or following the earlier
      to
      occur of (i) the purchase by the Master Servicer (as defined below) of all
      Loans
      and each REO Property remaining in REMIC I and (ii) the final payment or other
      liquidation (or any advance with respect thereto) of the last Loan or REO
      Property remaining in REMIC I; provided,
      however,
      that in
      no event shall the trust created hereby continue beyond the earlier of (a)
      the
      expiration of 21 years from the death of the last survivor of the descendants
      of
      Joseph P. Kennedy, the late ambassador of the United States to the Court of
      St.
      James, living on the date hereof and (b) the Last
      Scheduled Distribution Date. The purchase by the Master Servicer of all Loans
      and each REO Property remaining in REMIC I shall be at a price (the “Termination
      Price”) equal to the sum of (i) the greater of (A) the aggregate Purchase Price
      of all the Loans included in REMIC I, plus the appraised value of each REO
      Property, if any, included in REMIC I, such appraisal to be conducted by an
      appraiser mutually agreed upon by the Master Servicer and the Trustee in their
      reasonable discretion and (B) the aggregate fair market value of all of the
      assets of REMIC I (as determined by the Master Servicer, as of the close of
      business on the third Business Day next preceding the date upon which notice
      of
      any such termination is furnished to Certificateholders pursuant to the third
      paragraph of this Section 9.1) plus (ii) 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.


     

    (b) The
      Master Servicer shall have the right to purchase all of the Loans and each
      REO
      Property remaining in REMIC I pursuant to clause (i) of the preceding paragraph
      no later than the Determination Date in the month immediately preceding the
      Distribution Date on which the Certificates will be retired; provided,
      however,
      that
      the Master Servicer may elect to purchase all of the Loans and each REO Property
      remaining in REMIC I pursuant to clause (i) above only if the aggregate
      Scheduled Principal Balance of the Loans and the fair market value of each
      REO
      Property remaining in the Trust Fund at the time of such election is less than
      or equal to 10% of the aggregate Scheduled Principal Balance of the Loans as
      of
      the Cut-Off Date plus the Original Pre-Funded Amount. 

     

    


    
      
        
          
          

        

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

     

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

     

    


    
      
        
          
          

        

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

     

    Section
      9.2 Additional
      Termination Requirements.
      

     

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

     

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

     

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

     

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

     

    (b) At
      the
      expense of the requesting Master Servicer (or, if the Trust Fund is being
      terminated as a result of the occurrence of the event described in clause (ii)
      of the first paragraph of Section 9.1, at the expense of the Trust Fund), the
      Master Servicer 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.

     

    


    
      
        
          
          

        

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

     

    


    
      
        
          
          

        

        
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    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. The Class [__], Class [__],
      Class [__], Class [__], Class [__], Class [__], Class [__], Class [__], Class
      [__], Class [__], Class [__], Class [__], Class [__], Class [__], Class [__],
      Class [__], Class [__], Class [__], Class [__], Class [__], Class [__], Class
      [__], Class [__] and Class [__] Certificates 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 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 and the interests represented by the
      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.

     

    


    
      
        
          
          

        

        
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    (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 assumptions (as
      set forth in the Prospectus) as required) and (iii) to the Internal Revenue
      Service the name, title, address and telephone number of the person who shall
      serve as the representative of each REMIC. The Depositor shall provide or cause
      to be provided to the Securities Administrator, within ten (10) days after
      the
      Closing Date, all information or data that the Securities Administrator
      reasonably determines to be relevant for tax purposes as to the valuations
      and
      issue prices of the Certificates, including, without limitation, the price,
      yield, prepayment assumption and projected cash flow of the
      Certificates.

     

    (f) To
      the
      extent in the control of the Trustee or the Securities Administrator, each
      such
      Person (i) shall take such action and shall cause each REMIC created hereunder
      to take such action as shall be necessary to create or maintain the status
      thereof as a REMIC under the REMIC Provisions, (ii) shall not take any action,
      cause the Trust Fund to take any action or fail to take (or fail to cause to
      be
      taken) any action that, under the REMIC Provisions, if taken or not taken,
      as
      the case may be, could (A) endanger the status of each REMIC as a REMIC or
      (B)
      result in the imposition of a tax upon the Trust Fund (including but not limited
      to the tax on prohibited transactions as defined in Section 860F(a)(2) of the
      Code and the tax on contributions to a REMIC set forth in Section 860G(d) of
      the
      Code) (either such event, an “Adverse REMIC Event”) unless such action or
      inaction is permitted under this Agreement or the Trustee and the Securities
      Administrator have received an Opinion of Counsel, addressed to them (at the
      expense of the party seeking to take such action but in no event at the expense
      of the Trustee or the Securities Administrator) to the effect that the
      contemplated action will not, with respect to any REMIC, endanger such status
      or
      result in the imposition of such a tax, nor (iii) shall the Securities
      Administrator take or fail to take any action (whether or not authorized
      hereunder) as to which the Trustee has advised it in writing that it has
      received an Opinion of Counsel to the effect that an Adverse REMIC Event could
      occur with respect to such action; provided that the Securities Administrator
      may conclusively rely on such Opinion of Counsel and shall incur no liability
      for its action or failure to act in accordance with such Opinion of Counsel.
      In
      addition, prior to taking any action with respect to any REMIC or the respective
      assets of each, or causing any REMIC to take any action, which is not
      contemplated under the terms of this Agreement, the Securities Administrator
      shall consult with the Trustee or its designee, in writing, with respect to
      whether such action could cause an Adverse REMIC Event to occur with respect
      to
      any REMIC, and the Securities Administrator shall not take any such action
      or
      cause any REMIC to take any such action as to which the Trustee has advised
      it
      in writing that an Adverse REMIC Event could occur. The Trustee may consult
      with
      counsel to make such written advice, and the cost of same shall be borne by
      the
      party seeking to take the action not permitted by this Agreement, but in no
      event shall such cost be an expense of the Trustee.

     

    


    
      
        
          
          

        

        
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    (g) In
      the
      event that any tax is imposed on “prohibited transactions” of any REMIC created
      hereunder as defined in Section 860F(a)(2) of the Code, on the “net income from
      foreclosure property” of such REMIC as defined in Section 860G(c) of the Code,
      on any contributions to any such REMIC after the Startup Day therefor pursuant
      to Section 860G(d) of the Code, or any other tax is imposed by the Code or
      any
      applicable provisions of state or local tax laws, such tax shall be charged
      (i)
      to the Trustee pursuant to Section 10.3 hereof, if such tax arises out of or
      results from a breach by the Trustee of any of its obligations under this
      Article X, (ii) to the Securities Administrator pursuant to Section 10.3 hereof,
      if such tax arises out of or results from a breach by the Securities
      Administrator of any of its obligations under this Article X, (iii) to the
      Master Servicer pursuant to Section 10.3 hereof, if such tax arises out of
      or
      results from a breach by the Master Servicer of any of its obligations under
      Article III or under this Article X, or (iv) against amounts on deposit in
      the
      Distribution Account and shall be paid by withdrawal therefrom.

     

    (h) The
      Trustee and the Securities Administrator shall, for federal income tax purposes,
      maintain books and records with respect to each REMIC on a calendar year and
      on
      an accrual basis.

     

    (i) Following
      the Startup Day, the Trustee shall not accept any contributions of assets to
      any
      REMIC other than in connection with any Substitute Loan delivered in accordance
      with Section 2.3 unless it shall have received an Opinion of Counsel addressed
      to it to the effect that the inclusion of such assets in the Trust Fund will
      not
      cause the related REMIC to fail to qualify as a REMIC at any time that any
      Certificates are outstanding or subject such REMIC to any tax under the REMIC
      Provisions or other applicable provisions of federal, state and local law or
      ordinances.

     

    (j) Neither
      the Trustee nor the Securities Administrator shall knowingly enter into any
      arrangement by which any REMIC will receive a fee or other compensation for
      services nor permit any REMIC to receive any income from assets other than
      “qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted
      investments” as defined in Section 860G(a)(5) of the Code.

     

    (k) The
      Securities Administrator shall apply for an employer identification number
      with
      the Internal Revenue Service via a Form SS-4 or other comparable method for
      each
      REMIC. In connection with the foregoing, the Securities Administrator shall
      provide the name and address of the person who can be contacted to obtain
      information required to be reported to the holders of Regular Interests in
      each
      REMIC as required by IRS Form 8811.

     

    Section
      10.2 Prohibited
      Transactions and Activities.

     

    None
      of
      the Depositor, the Securities Administrator, the Master Servicer or the Trustee
      shall sell, dispose of or substitute for any of the Loans (except in connection
      with (i) the foreclosure of a Loan, including but not limited to, the
      acquisition or sale of a Mortgaged Property acquired by deed in lieu of
      foreclosure, (ii) the bankruptcy of REMIC I (iii) the termination of REMIC
      I
      pursuant to Article IX of this Agreement, (iv) a substitution pursuant to
      Article II of this Agreement or (v) a purchase of Loans pursuant to Article
      II
      of this Agreement), nor acquire any assets for any REMIC (other than REO
      Property acquired in respect of a defaulted Loan), nor sell or dispose of any
      investments in the Distribution Account for gain, nor accept any contributions
      to any REMIC after the Closing Date (other than a Substitute Loan delivered
      in
      accordance with Section 2.3), unless it has received an Opinion of Counsel,
      addressed to the Trustee (at the expense of the party seeking to cause such
      sale, disposition, substitution, acquisition or contribution but in no event
      at
      the expense of the Trustee) that such sale, disposition, substitution,
      acquisition or contribution will not (a) affect adversely the status of any
      REMIC as a REMIC or (b) cause any REMIC to be subject to a tax on “prohibited
      transactions” or “contributions” pursuant to the REMIC Provisions.

     

    


    
      
        
          
          

        

        
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    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.

     

    


    
      
        
          
          

        

        
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    ARTICLE
      XI

    MISCELLANEOUS
      PROVISIONS

     

    Section
      11.1 Amendment.
      This Agreement may be amended from time to time by the Depositor, the Master
      Servicer, the Securities Administrator and the Trustee, without the consent
      of
      any of the Certificateholders, (a) to cure any ambiguity, to correct or
      supplement any provision herein which may be inconsistent with any other
      provision herein, or to make any other provisions with respect to matters or
      questions arising under this Agreement, (b) to modify, eliminate or add to
      any
      provisions to such extent as shall be necessary to maintain the qualification
      of
      the Trust Fund as two 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
      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 P-1 Certificates in a manner other than as described in clause (a) above
      without the consent of the Holders of the Class P-1 Certificates ; (e) adversely
      affect in any material respect the interest of the Holders of the Class P-2
      Certificates in a manner other than as described in clause (a) above without
      the
      consent of the Holders of the Class P-2 Certificates ; (f) adversely affect
      in
      any material respect the interest of the 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 two 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.

     

    


    
      
        
          
          

        

        
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    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 or REMIC II 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.

     

    


    
      
        
          
          

        

        
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    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 sixty (60) days after its
      receipt of such notice, request and offer of indemnity, shall have neglected
      or
      refused to institute any such action, suit or proceeding; it being understood
      and intended, and being expressly covenanted by each Certificateholder with
      every other Certificateholder and the Trustee, that no one or more holders
      of
      Certificates shall have any right in any manner whatever by virtue or by
      availing of any provision of this Agreement to affect, disturb or prejudice
      the
      rights of the Holders of any other of such Certificates, or to obtain or seek
      to
      obtain priority over or preference to any other such Holder, or to enforce
      any
      right under this Agreement, except in the manner herein provided and for the
      benefit of all Certificateholders. For the protection and enforcement of the
      provisions of this Section 11.3, each and every Certificateholder and the
      Trustee shall be entitled to such relief as can be given either at law or in
      equity.

     

    Section
      11.4 Governing
      Law.
      THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
      OF
      NEW YORK (WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES OTHER THAN SECTION
      5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES
      OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
      LAWS.

     

    Section
      11.5 Notices.
      All demands, notices and communications hereunder shall be in writing and shall
      be deemed to have been duly given if personally delivered at or mailed by
      certified or registered mail, return receipt requested (a) in the case of the
      Depositor, to 60 Wall Street, New York, New York 10005, Attention: Deutsche
      Mortgage Securities, Inc., Mortgage Loan Trust, Series 200[__]-[__], (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, [Address of Master Servicer] and for overnight delivery to
      [Address of Master Servicer], Attention: Deutsche Mortgage Securities, Inc.,
      200[__]-[__] (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.

     

    


    
      
        
          
          

        

        
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            134 -

          
            

          

        

        
          
          

        

      

    

    


    


     

    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; and

            


    

     

    
      	 	
              5.

            	
              Any
                event that would result in the inability of the Trustee to make advances
                regarding delinquent Loans pursuant to Section
                7.2.

            


    

     

    The
      Securities Administrator shall promptly provide notice to the Rating Agencies
      with respect to each of the following:

     

    
      	 	
              1.

            	
              The
                final payment to the Holders of any Class of Certificates;
                and

            


    

     

    
      	 	
              2.

            	
              Any
                change in the location of the Distribution
                Account.

            


    

     

    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

            


    

     

    


    
      
        
          
          

        

        
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            135 -

          
            

          

        

        
          
          

        

      

    

    


    
      	 	
              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 in the Capitalized Interest Account and amounts, other than investment
      earnings, from time to time held or invested in the Distribution Account and
      any
      Pre-Funding Account, whether in the form of cash, instruments, securities or
      other property; (3) the obligations secured by such security agreement shall
      be
      deemed to be all of the Depositor’s obligations under this Agreement, including
      the obligation to provide to the Certificateholders the benefits of this
      Agreement relating to the Loans and the Trust Fund; and (4) notifications to
      persons holding such property, and acknowledgments, receipts or confirmations
      from persons holding such property, shall be deemed notifications to, or
      acknowledgments, receipts or confirmations from, financial intermediaries,
      bailees or agents (as applicable) of the Trustee for the purpose of perfecting
      such security interest under applicable law. Accordingly, the Depositor hereby
      grants to the Trustee, on behalf of the Trust Fund and for the benefit of the
      Certificateholders, a security interest in the Loans and all other property
      described in clause (2) of the preceding sentence, for the purpose of securing
      to the Trustee the performance by the Depositor of the obligations described
      in
      clause (3) of the preceding sentence. Notwithstanding the foregoing, the parties
      hereto intend the conveyance pursuant to Section 2.1 to be a true, absolute
      and
      unconditional sale of the Loans and assets constituting the Trust Fund by the
      Depositor to the Trustee, on behalf of the Trust Fund and for the benefit of
      the
      Certificateholders.

     

    


    
      
        
          
          

        

        
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            136 -

          
            

          

        

        
          
          

        

      

    

    


    


     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

     

    


    


    
      
        
          
          

        

        
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            137 -

          
            

          

        

        
          
          

        

      

    

    


    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
                MORTGAGE SECURITIES, INC., 

              as
                Depositor

            
	
               

               

              By:

            	
               

               

               

            
	
              Name:
                

            	 
	
              Title:

            	 
	 	 
	 	 
	
              By:

            	
               

            
	
              Name:

            	 
	
              Title:

            	 
	 	 
	 	 
	 	 
	
              [NAME
                OF MASTER SERVICER]

              as
                Master Servicer and Securities 

              Administrator

            
	 	 
	 	 
	
              By:

            	
               

            
	
              Name:

            	 
	
              Title:

            	 
	 	 
	 	 
	 	
               

            
	
              [NAME
                OF TRUSTEE], not in its individual capacity but solely as
                Trustee

            
	 	 
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 


    

    


     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    With
      Respect to Sections 6.7, 6.8 and 6.9:

    


    [NAME
      OF
      CREDIT RISK MANAGER]

    


    By: 
____________________________________
      

    Name:
      

    Title:
      

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ACKNOWLEDGED
      AND AGREED

    with
      respect to Section 6.10:

    


    DB
      STRUCTURED PRODUCTS, INC.

    


    


    
      By: 
____________________________________
        
Name:
      

    Title:
      

    


    


    
      By: 
____________________________________
        
Name:
      

    Title:
      

    


    ACKNOWLEDGED
      BY:

    


    AMERICAN
      HOME MORTGAGE CORP.

    


    


    
      By: 
____________________________________
        
Name:
      

    Title:
      

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              STATE
                OF

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF

            	
              )

            


    

    


     

    On
      the
      ___ day of [_________], 200[__], before me, a notary public in and for said
      State, personally appeared _____________________ known to me to be a
      _____________________ of Deutsche Mortgage 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 [_________], 200[__], before me, a notary public in and for said
      State, personally appeared _____________________ known to me to be a
      _____________________ of Deutsche Mortgage 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 [_________], 200[__], before me, a notary public in and for said State,
      personally appeared _________________________ known to me to be a
      ___________________ of [Name of Master Servicer], 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 [_________], 200[__], before me, a notary public in and for said
      State, personally appeared _______________ known to me to be a _______________
      of [Name of Trustee], 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][5] CERTIFICATE

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
      AS
      AMENDED (THE “CODE”).

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER,
      EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
      CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
      TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
      IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

     

    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.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

     

    

      
        	
                DMSI
                  Series 200[__]-[__], Class I-A-[1][5] 

              	 	
                Aggregate
                  Certificate Principal Balance of the Class I-A-[1][5] Certificates
                  as of
                  the Issue Date: $___________

              
	 	 	 
	
                Pass-Through
                  Rate: Floating

              	 	
                Denomination:
                  $__________

              
	 	 	 
	
                Date
                  of Pooling and Servicing Agreement and Cut-Off Date: [____________],
                  200[__]

              	 	
                Master
                  Servicer: Wells Fargo Bank, N.A.

              
	 	 	 
	
                First
                  Distribution Date: [____________][__],200[__]

              	 	
                Trustee:
                  [____________]

              
	 	 	 
	
                No.
                  __

              	 	
                Issue
                  Date: [____________], 200[__]

              
	 	 	 
	 	 	
                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
      MORTGAGE SECURITIES, INC. MORTGAGE LOAN TRUST, SERIES 200[__]-[__]

    MORTGAGE
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a fractional undivided interest in the distributions allocable to the Class
      I-A-[1][5] Certificates with respect to a trust fund generally consisting of
      a
      pool of conventional one- to four-family fixed-rate mortgage loans (the
“Mortgage Loans”) secured by one- to four- family residences, units in planned
      unit developments and individual condominium units (the “Trust Fund”) sold by
      DEUTSCHE MORTGAGE SECURITIES, INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN DEUTSCHE MORTGAGE
      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
      Mortgage Securities, Inc. (the “Depositor”). This Certificate is primarily
      backed by the Group I Loans sold by DB Structured Products, Inc. to the
      Depositor. [Name of Master Servicer] 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, [Name of Master Servicer], as Master
      Servicer and securities administrator (the “Securities Administrator”) and [Name
      of Trustee] 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.

     


    
      
        
        

      

      
        A-1-2

        
          

        

      

      
        
        

      

    


    


     

    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][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 I-A-[1][5] 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-A-[1][5] Certificates, or otherwise by check
      mailed by first class mail to the address of the Person entitled thereto, as
      such name and address shall appear on the Certificate Register. Notwithstanding
      the above, the final distribution on this Certificate will be made after due
      notice by the Securities Administrator of the pendency of such distribution
      and
      only upon presentation and surrender of this Certificate at the office or agency
      appointed by the Securities Administrator for that purpose as provided in the
      Agreement.

     

    The
      Pass-Through Rate with respect to the first Distribution Date is equal to
      [_____]% per annum and with respect to any Distribution Date thereafter shall
      be
      a rate per annum equal to the lesser of (a) One-Month LIBOR plus [_____]% and
      (b) [_____]%.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      a
      Mortgage Pass-Through Certificate of the Series specified on the face hereof
      (herein called the “Certificates”) and represents a Percentage Interest in the
      Class of Certificates specified on the face hereof equal to the denomination
      specified on the face hereof divided by the aggregate Certificate Principal
      Balance of the Class of Certificates specified on the face hereof. The
      Certificates, in the aggregate, evidence the entire beneficial ownership
      interest in the Trust Fund formed pursuant to the Agreement.

     


    
      
        
        

      

      
        A-1-3

        
          

        

      

      
        
        

      

    


    


     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans and certain other assets of the Trust
      Fund, all as more specifically set forth herein and in the Agreement. As
      provided in the Agreement, withdrawals from the Protected Accounts and the
      Distribution Account may be made from time to time for purposes other than
      distributions to Certificateholders, such purposes including reimbursement
      of
      advances made, or certain expenses incurred, with respect to the Mortgage Loans.
      

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Trustee, the Securities Administrator and the rights of
      the
      Certificateholders under the Agreement at any time by the Depositor, the Master
      Servicer, the Trustee and the Securities Administrator with the consent of
      the
      Holders of Certificates evidencing, in the aggregate, not less than 66-2/3%
      Percentage Interests of all Certificates. 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.

     


    
      
        
        

      

      
        A-1-4

        
          

        

      

      
        
        

      

    


    


     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Securities Administrator and required to be paid to them pursuant to the
      Agreement following the earlier of (i) the final payment or other liquidation
      (or any advance with respect thereto) of the last Mortgage Loan remaining in
      the
      Trust Fund and (ii) the purchase by the party designated in the Agreement at
      a
      price determined as provided in the Agreement of all the Mortgage Loans and
      all
      property acquired in respect of such Mortgage Loans. The Agreement permits,
      but
      does not require, the party designated in the Agreement to purchase all the
      Mortgage Loans and all property acquired in respect of any Mortgage Loan at
      a
      price determined as provided in the Agreement. The exercise of such right will
      effect early retirement of the Certificates; however, such right to purchase
      is
      subject to the aggregate Scheduled Principal Balance of the Mortgage Loans
      and
      the fair market value of each REO Property remaining in the Trust Fund at the
      time of purchase being less than or equal to 10% of the aggregate Scheduled
      Principal Balance of the Mortgage Loans as of the Cut-Off Date plus the Original
      Pre-Funded Amount.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      neither the Trustee nor the Securities Administrator assumes any responsibility
      for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Securities
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

     


    
      
        
        

      

      
        A-1-5

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
      be
      duly executed.

     

    Dated:

    
      	
              [NAME
                OF MASTER SERVICER].

              as
                Securities Administrator

            
	 	 
	 	 
	
              By:

            	 
	 	
              Authorized
                Officer

            


    

    


    


    


    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class I-A-[1][5] Certificates referred to in the within-mentioned
      Agreement.

     

    
      	
              [NAME
                OF MASTER SERVICER]

              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

            
	
              TEN
                ENT -

            	
              as
                tenants by the entireties

            	 	
              ________________

              (State)

            
	
              JT
                TEN -

            	
              as
                joint tenants with right 

              if
                survivorship and not as 

              tenants
                in common

            	 	 
	 	 	 	 
	
              Additional
                abbreviations may also be used though not in the above
                list.

            


    

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto


    
      	 
	  

	  



    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee)

     

    a
      Percentage Interest equal to ____% evidenced by the within 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 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-2

     

    FORM
      OF
      CLASS I-A-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.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    

      
        	
                DMSI
                  Series 200[__]-[__], Class I-A-2 

              	 	
                Initial
                  Notional Amount of the Class I-A-2 Certificates as of the Issue
                  Date:
                  $___________

              
	 	 	 
	
                Pass-Through
                  Rate: Floating

              	 	
                Denomination:
                  $__________

              
	 	 	 
	
                Date
                  of Pooling and Servicing Agreement and Cut-Off Date: [____________],
                  
200[__]

              	 	
                Master
                  Servicer: [____________]

              
	 	 	 
	
                First
                  Distribution Date: [____________][__], 200[__]

              	 	
                Trustee:
                  [____________]

              
	 	 	 
	
                No.
                  __

              	 	
                Issue
                  Date: [____________], 200[__]

              
	 	 	 
	 	 	
                CUSIP:
                  ________________

              
	 	 	 


      

    

    


    DEUTSCHE
      MORTGAGE SECURITIES, INC. MORTGAGE LOAN TRUST, SERIES 200[__]-[__]

    MORTGAGE
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a fractional undivided interest in the distributions allocable to the Class
      I-A-2 Certificates with respect to a trust fund generally consisting of a pool
      of conventional one- to four-family fixed-rate mortgage loans (the “Mortgage
      Loans”) secured by one- to four- family residences, units in planned unit
      developments and individual condominium units (the “Trust Fund”) sold by
      DEUTSCHE MORTGAGE SECURITIES, INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN DEUTSCHE MORTGAGE
      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
      Mortgage Securities, Inc. (the “Depositor”). This Certificate is primarily
      backed by the Group I Loans sold by DB Structured Products, Inc. to the
      Depositor. [Name of Master Servicer] 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, [Name of Master Servicer], as Master
      Servicer and securities administrator (the “Securities Administrator”) and [Name
      of Trustee] 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.

     


    
      
        
        

      

      
        A-2-2

        
          

        

      

      
        
        

      

    


    


     

    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-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-A-2 Certificates the
      aggregate initial Notional Amount of which is in excess of the lesser of (i)
      $5,000,000 or (ii) two-thirds of the aggregate initial Notional Amount of the
      Class I-A-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 per
      annum rate equal to the lesser of (a) the excess, if any, of [___]% over the
      Class I-A-1 Interest Rate for the related Distribution Date and (b) [___]%,
      but
      will not be less than zero on any Distribution Date.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      a
      Mortgage Pass-Through Certificate of the Series specified on the face hereof
      (herein called the “Certificates”) and represents a Percentage Interest in the
      Class of Certificates specified on the face hereof equal to the denomination
      specified on the face hereof divided by the initial Notional Amount of the
      Class
      of Certificates specified on the face hereof. The Certificates, in the
      aggregate, evidence the entire beneficial ownership interest in the Trust Fund
      formed pursuant to the Agreement.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans and certain other assets of the Trust
      Fund, all as more specifically set forth herein and in the Agreement. As
      provided in the Agreement, withdrawals from the Protected Accounts and the
      Distribution Account may be made from time to time for purposes other than
      distributions to Certificateholders, such purposes including reimbursement
      of
      advances made, or certain expenses incurred, with respect to the Mortgage Loans.
      

     


    
      
        
        

      

      
        A-2-3

        
          

        

      

      
        
        

      

    


    


     

    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 all the Mortgage Loans and
      all
      property acquired in respect of such Mortgage Loans. The Agreement permits,
      but
      does not require, the party designated in the Agreement to purchase all the
      Mortgage Loans and all property acquired in respect of any Mortgage Loan at
      a
      price determined as provided in the Agreement. The exercise of such right will
      effect early retirement of the Certificates; however, such right to purchase
      is
      subject to the aggregate Scheduled Principal Balance of the Mortgage Loans
      and
      the fair market value of each REO Property remaining in the Trust Fund at the
      time of purchase being less than or equal to 10% of the aggregate Scheduled
      Principal Balance of the Mortgage Loans as of the Cut-Off Date plus the Original
      Pre-Funded Amount.

     


    
      
        
        

      

      
        A-2-4

        
          

        

      

      
        
        

      

    


    


     

    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.

     


    
      
        
        

      

      
        A-2-5

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
      be
      duly executed.

     

    Dated:

    
      	
              [NAME
                OF MASTER SERVICER]

              as
                Securities Administrator

            
	 	 
	 	 
	
              By:

            	 
	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class I-A-2 Certificates referred to in the within-mentioned
      Agreement.

     

    
      	
              [NAME
                OF MASTER SERVICER]

              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

            
	
              TEN
                ENT -

            	
              as
                tenants by the entireties

            	 	
              ________________

              (State)

            
	
              JT
                TEN -

            	
              as
                joint tenants with right 

              if
                survivorship and not as 

              tenants
                in common

            	 	 
	 	 	 	 
	
              Additional
                abbreviations may also be used though not in the above
                list.

            


    

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto


    
      	 

	 

	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee)

     

    a
      Percentage Interest equal to ____% evidenced by the within 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 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-3

     

    FORM
      OF
      CLASS I-A-[3][4][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.

     

    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.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    

      
        	
                DMSI
                  Series 200[__]-[__], Class I-A-[3][4][7][8]

              	 	
                Aggregate
                  Certificate Principal Balance of the Class I-A-[3][4][7][8] Certificates
                  as of the Issue Date: $___________

              
	 	 	 
	
                Pass-Through
                  Rate: Fixed

              	 	
                Denomination:
                  $__________

              
	 	 	 
	
                Date
                  of Pooling and Servicing Agreement and Cut-Off Date: [____________],
                  
200[__]

              	 	
                Master
                  Servicer: [____________]

              
	 	 	 
	
                First
                  Distribution Date: [____________][__], 200[__]

              	 	
                Trustee:
                  [____________]

              
	 	 	 
	
                No.
                  __

              	 	
                Issue
                  Date: [____________], 200[__]

              
	 	 	 
	 	 	
                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
      MORTGAGE SECURITIES, INC. MORTGAGE LOAN TRUST, SERIES 200[__]-[__]

    MORTGAGE
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a fractional undivided interest in the distributions allocable to the Class
      I-A-[3][4][7][8] Certificates with respect to a trust fund generally consisting
      of a pool of conventional one- to four-family fixed-rate mortgage loans (the
      “Mortgage Loans”) secured by one- to four- family residences, units in planned
      unit developments and individual condominium units (the “Trust Fund”) sold by
      DEUTSCHE MORTGAGE SECURITIES, INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN DEUTSCHE MORTGAGE
      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
      Mortgage Securities, Inc. (the “Depositor”). This Certificate is primarily
      backed by the Group I Loans sold by DB Structured Products, Inc. to the
      Depositor. [Name of Master Servicer] 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, [Name of Master Servicer], as Master
      Servicer and securities administrator (the “Securities Administrator”) and [Name
      of Trustee] 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.

     


    
      
        
        

      

      
        A-3-2

        
          

        

      

      
        
        

      

    


    


     

    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-A-[3][4][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-A-[3][4][7][8]
      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-A-[3][4][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 any Distribution Date shall be equal to 5.500%
      per annum.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      a
      Mortgage Pass-Through Certificate of the Series specified on the face hereof
      (herein called the “Certificates”) and represents a Percentage Interest in the
      Class of Certificates specified on the face hereof equal to the denomination
      specified on the face hereof divided by the aggregate Certificate Principal
      Balance of the Class of Certificates specified on the face hereof. The
      Certificates, in the aggregate, evidence the entire beneficial ownership
      interest in the Trust Fund formed pursuant to the Agreement.

     


    
      
        
        

      

      
        A-3-3

        
          

        

      

      
        
        

      

    


    


     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans and certain other assets of the Trust
      Fund, all as more specifically set forth herein and in the Agreement. As
      provided in the Agreement, withdrawals from the Protected Accounts and the
      Distribution Account may be made from time to time for purposes other than
      distributions to Certificateholders, such purposes including reimbursement
      of
      advances made, or certain expenses incurred, with respect to the Mortgage Loans.
      

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Trustee, the Securities Administrator and the rights of
      the
      Certificateholders under the Agreement at any time by the Depositor, the Master
      Servicer, the Trustee and the Securities Administrator with the consent of
      the
      Holders of Certificates evidencing, in the aggregate, not less than 66-2/3%
      Percentage Interests of all Certificates. 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.

     


    
      
        
        

      

      
        A-3-4

        
          

        

      

      
        
        

      

    


    


     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Securities Administrator and required to be paid to them pursuant to the
      Agreement following the earlier of (i) the final payment or other liquidation
      (or any advance with respect thereto) of the last Mortgage Loan remaining in
      the
      Trust Fund and (ii) the purchase by the party designated in the Agreement at
      a
      price determined as provided in the Agreement of all the Mortgage Loans and
      all
      property acquired in respect of such Mortgage Loans. The Agreement permits,
      but
      does not require, the party designated in the Agreement to purchase all the
      Mortgage Loans and all property acquired in respect of any Mortgage Loan at
      a
      price determined as provided in the Agreement. The exercise of such right will
      effect early retirement of the Certificates; however, such right to purchase
      is
      subject to the aggregate Scheduled Principal Balance of the Mortgage Loans
      and
      the fair market value of each REO Property remaining in the Trust Fund at the
      time of purchase being less than or equal to 10% of the aggregate Scheduled
      Principal Balance of the Mortgage Loans as of the Cut-Off Date plus the Original
      Pre-Funded Amount.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      neither the Trustee nor the Securities Administrator assumes any responsibility
      for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Securities
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

     


    
      
        
        

      

      
        A-3-5

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
      be
      duly executed.

     

    Dated:

    
      	
              [NAME
                OF MASTER SERVICER]

              as
                Securities Administrator

            
	 	 
	 	 
	
              By:

            	 
	 	
              Authorized
                Officer

            


    

    


    


    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class I-A-[3][4][7][8] Certificates referred to in the
      within-mentioned Agreement.

     

    
      	
              [NAME
                OF MASTER SERVICER]

              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

            
	
              TEN
                ENT -

            	
              as
                tenants by the entireties

            	 	
              ________________

              (State)

            
	
              JT
                TEN -

            	
              as
                joint tenants with right 

              if
                survivorship and not as 

              tenants
                in common

            	 	 
	 	 	 	 
	
              Additional
                abbreviations may also be used though not in the above
                list.

            


    

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto


    
      	 

	 

	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee)

     

    a
      Percentage Interest equal to ____% evidenced by the within 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 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-4

     

    FORM
      OF
      CLASS I-A-6 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.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    

      
        	
                DMSI
                  Series 200[__]-[__], Class I-A-6

              	 	
                Aggregate
                  Certificate Principal Balance of the Class I-A-6 Certificates as
                  of the
                  Issue Date: $___________

              
	 	 	 
	
                Pass-Through
                  Rate: Floating

              	 	
                Denomination:
                  $__________

              
	 	 	 
	 	 	 
	
                Date
                  of Pooling and Servicing Agreement and Cut-Off Date: [____________],
                  
200[__]

              	 	
                Master
                  Servicer: [____________]

              
	 	 	 
	 	 	 
	
                First
                  Distribution Date: [____________][__], 200[__]

              	 	
                Trustee:
                  [____________]

              
	 	 	 
	
                No.
                  __

              	 	
                Issue
                  Date: [____________], 200[__]

              
	 	 	 
	 	 	
                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
      MORTGAGE SECURITIES, INC. MORTGAGE LOAN TRUST, SERIES 200[__]-[__]

    MORTGAGE
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a fractional undivided interest in the distributions allocable to the Class
      I-A-6 Certificates with respect to a trust fund generally consisting of a pool
      of conventional one- to four-family fixed-rate mortgage loans (the “Mortgage
      Loans”) secured by one- to four- family residences, units in planned unit
      developments and individual condominium units (the “Trust Fund”) sold by
      DEUTSCHE MORTGAGE SECURITIES, INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN DEUTSCHE MORTGAGE
      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
      Mortgage Securities, Inc. (the “Depositor”). This Certificate is primarily
      backed by the Group I Loans sold by DB Structured Products, Inc. to the
      Depositor. [Name of Master Servicer] 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, [Name of Master Servicer], as Master
      Servicer and securities administrator (the “Securities Administrator”) and [Name
      of Trustee] 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.

     


    
      
        
        

      

      
        A-4-2

        
          

        

      

      
        
        

      

    


    


     

    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-6 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-6 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-A-6 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 excess of (i) [___]% over (ii) the product of (a)
      One-Month LIBOR and (b) [___], but will not be less than zero for any
      Distribution Date.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      a
      Mortgage Pass-Through Certificate of the Series specified on the face hereof
      (herein called the “Certificates”) and represents a Percentage Interest in the
      Class of Certificates specified on the face hereof equal to the denomination
      specified on the face hereof divided by the aggregate Certificate Principal
      Balance of the Class of Certificates specified on the face hereof. The
      Certificates, in the aggregate, evidence the entire beneficial ownership
      interest in the Trust Fund formed pursuant to the Agreement.

     


    
      
        
        

      

      
        A-4-3

        
          

        

      

      
        
        

      

    


    


     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans and certain other assets of the Trust
      Fund, all as more specifically set forth herein and in the Agreement. As
      provided in the Agreement, withdrawals from the Protected Accounts and the
      Distribution Account may be made from time to time for purposes other than
      distributions to Certificateholders, such purposes including reimbursement
      of
      advances made, or certain expenses incurred, with respect to the Mortgage Loans.
      

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Trustee, the Securities Administrator and the rights of
      the
      Certificateholders under the Agreement at any time by the Depositor, the Master
      Servicer, the Trustee and the Securities Administrator with the consent of
      the
      Holders of Certificates evidencing, in the aggregate, not less than 66-2/3%
      Percentage Interests of all Certificates. 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.

     


    
      
        
        

      

      
        A-4-4

        
          

        

      

      
        
        

      

    


    


     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Securities Administrator and required to be paid to them pursuant to the
      Agreement following the earlier of (i) the final payment or other liquidation
      (or any advance with respect thereto) of the last Mortgage Loan remaining in
      the
      Trust Fund and (ii) the purchase by the party designated in the Agreement at
      a
      price determined as provided in the Agreement of all the Mortgage Loans and
      all
      property acquired in respect of such Mortgage Loans. The Agreement permits,
      but
      does not require, the party designated in the Agreement to purchase all the
      Mortgage Loans and all property acquired in respect of any Mortgage Loan at
      a
      price determined as provided in the Agreement. The exercise of such right will
      effect early retirement of the Certificates; however, such right to purchase
      is
      subject to the aggregate Scheduled Principal Balance of the Mortgage Loans
      and
      the fair market value of each REO Property remaining in the Trust Fund at the
      time of purchase being less than or equal to 10% of the aggregate Scheduled
      Principal Balance of the Mortgage Loans as of the Cut-Off Date plus the Original
      Pre-Funded Amount.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      neither the Trustee nor the Securities Administrator assumes any responsibility
      for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Securities
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

     


    
      
        
        

      

      
        A-4-5

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
      be
      duly executed.

     

    Dated:

    
      	
              [NAME
                OF MASTER SERVICER]

              as
                Securities Administrator

            
	 	 
	 	 
	
              By:

            	 
	 	
              Authorized
                Officer

            


    

    


    


    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class I-A-6 Certificates referred to in the within-mentioned
      Agreement.

     

    
      	
              [NAME
                OF MASTER SERVICER]

              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

            
	
              TEN
                ENT -

            	
              as
                tenants by the entireties

            	 	
              ________________

              (State)

            
	
              JT
                TEN -

            	
              as
                joint tenants with right 

              if
                survivorship and not as 

              tenants
                in common

            	 	 
	 	 	 	 
	
              Additional
                abbreviations may also be used though not in the above
                list.

            


    

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto


    
      	 

	 
	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee)

     

    a
      Percentage Interest equal to ____% evidenced by the within 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 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-5

     

    FORM
      OF
      CLASS II-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.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    

      
        	
                DMSI
                  Series 200[__]-[__], Class II-A-[1][2][3][4]

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

              
	 	 	 
	
                Pass-Through
                  Rate: Fixed

              	 	
                Denomination:
                  $__________

              
	 	 	 
	
                Date
                  of Pooling and Servicing Agreement and Cut-Off Date: [____________],
                  200[__]

              	 	
                Master
                  Servicer: [____________]

              
	 	 	 
	
                First
                  Distribution Date: [____________][__], 200[__]

              	 	
                Trustee:
                  [____________]

              
	 	 	 
	
                No.
                  __

              	 	
                Issue
                  Date: [____________], 200[__]

              
	 	 	 
	 	 	
                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
      MORTGAGE SECURITIES, INC. MORTGAGE LOAN TRUST, SERIES 200[__]-[__]

    MORTGAGE
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a fractional undivided interest in the distributions allocable to the Class
      II-A-[1][2][3][4] Certificates with respect to a trust fund generally consisting
      of a pool of conventional one- to four-family fixed-rate mortgage loans (the
      “Mortgage Loans”) secured by one- to four- family residences, units in planned
      unit developments and individual condominium units (the “Trust Fund”) sold by
      DEUTSCHE MORTGAGE SECURITIES, INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN DEUTSCHE MORTGAGE
      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
      Mortgage Securities, Inc. (the “Depositor”). This Certificate is primarily
      backed by the Group II Loans sold by DB Structured Products, Inc. to the
      Depositor. [Name of Master Servicer] 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, [Name of Master Servicer], as Master
      Servicer and securities administrator (the “Securities Administrator”) and [Name
      of Trustee] 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.

     


    
      
        
        

      

      
        A-5-2

        
          

        

      

      
        
        

      

    


    


     

    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-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 II-A-[1][2][3][4]
      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 II-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 any Distribution Date shall be equal to 5.500%
      per annum.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      a
      Mortgage Pass-Through Certificate of the Series specified on the face hereof
      (herein called the “Certificates”) and represents a Percentage Interest in the
      Class of Certificates specified on the face hereof equal to the denomination
      specified on the face hereof divided by the aggregate Certificate Principal
      Balance of the Class of Certificates specified on the face hereof. The
      Certificates, in the aggregate, evidence the entire beneficial ownership
      interest in the Trust Fund formed pursuant to the Agreement.

     


    
      
        
        

      

      
        A-5-3

        
          

        

      

      
        
        

      

    


    


     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans and certain other assets of the Trust
      Fund, all as more specifically set forth herein and in the Agreement. As
      provided in the Agreement, withdrawals from the Protected Accounts and the
      Distribution Account may be made from time to time for purposes other than
      distributions to Certificateholders, such purposes including reimbursement
      of
      advances made, or certain expenses incurred, with respect to the Mortgage Loans.
      

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Trustee, the Securities Administrator and the rights of
      the
      Certificateholders under the Agreement at any time by the Depositor, the Master
      Servicer, the Trustee and the Securities Administrator with the consent of
      the
      Holders of Certificates evidencing, in the aggregate, not less than 66-2/3%
      Percentage Interests of all Certificates. 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.

     


    
      
        
        

      

      
        A-5-4

        
          

        

      

      
        
        

      

    


    


     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Securities Administrator and required to be paid to them pursuant to the
      Agreement following the earlier of (i) the final payment or other liquidation
      (or any advance with respect thereto) of the last Mortgage Loan remaining in
      the
      Trust Fund and (ii) the purchase by the party designated in the Agreement at
      a
      price determined as provided in the Agreement of all the Mortgage Loans and
      all
      property acquired in respect of such Mortgage Loans. The Agreement permits,
      but
      does not require, the party designated in the Agreement to purchase all the
      Mortgage Loans and all property acquired in respect of any Mortgage Loan at
      a
      price determined as provided in the Agreement. The exercise of such right will
      effect early retirement of the Certificates; however, such right to purchase
      is
      subject to the aggregate Scheduled Principal Balance of the Mortgage Loans
      and
      the fair market value of each REO Property remaining in the Trust Fund at the
      time of purchase being less than or equal to 10% of the aggregate Scheduled
      Principal Balance of the Mortgage Loans as of the Cut-Off Date plus the Original
      Pre-Funded Amount.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      neither the Trustee nor the Securities Administrator assumes any responsibility
      for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Securities
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

     


    
      
        
        

      

      
        A-5-5

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
      be
      duly executed.

     

    Dated:

    
      	
              [NAME
                OF MASTER SERVICER]

              as
                Securities Administrator

            
	 	 
	 	 
	
              By:

            	 
	 	
              Authorized
                Officer

            


    

    


    


     

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class II-A-[1][2][3][4] Certificates referred to in the
      within-mentioned Agreement.

     

    
      	
              [NAME
                OF MASTER SERVICER]

              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

            
	
              TEN
                ENT -

            	
              as
                tenants by the entireties

            	 	
              ________________

              (State)

            
	
              JT
                TEN -

            	
              as
                joint tenants with right 

              if
                survivorship and not as 

              tenants
                in common

            	 	 
	 	 	 	 
	
              Additional
                abbreviations may also be used though not in the above
                list.

            


    

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto


    
      	 

	 
	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee)

     

    a
      Percentage Interest equal to ____% evidenced by the within 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 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-6

     

    FORM
      OF
      CLASS [I][II]-A-IO 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.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    

      
        	
                DMSI
                  Series 200[__]-[__], Class [I][II]-A-IO

              	 	
                Initial
                  Notional Amount of the Class [I][II]-A-IO Certificates as of the
                  Issue
                  Date: $______________

              
	 	 	 
	
                Pass-Through
                  Rate: Variable

              	 	
                Denomination:
                  $__________

              
	 	 	 
	
                Date
                  of Pooling and Servicing Agreement and Cut-Off Date: [____________],
                  200[__]

              	 	
                Master
                  Servicer: [____________]

              
	 	 	 
	
                First
                  Distribution Date: [____________][__], 200[__]

              	 	
                Trustee:
                  [____________]

              
	 	 	 
	
                No.
                  __

              	 	
                Issue
                  Date: [____________], 200[__]

              
	 	 	 
	 	 	
                CUSIP:
                  ________________

              
	 	 	 


      

    

    


    DEUTSCHE
      MORTGAGE SECURITIES, INC. MORTGAGE LOAN TRUST, SERIES 200[__]-[__]

    MORTGAGE
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a fractional undivided interest in the distributions allocable to the Class
      [I][II]-A-IO Certificates with respect to a trust fund generally consisting
      of a
      pool of conventional one- to four-family fixed-rate mortgage loans (the
“Mortgage Loans”) secured by one- to four- family residences, units in planned
      unit developments and individual condominium units (the “Trust Fund”) sold by
      DEUTSCHE MORTGAGE SECURITIES, INC.

    


    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN DEUTSCHE MORTGAGE
      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
      Mortgage Securities, Inc. (the “Depositor”). This Certificate is primarily
      backed by the Group [I][II] Loans sold by DB Structured Products, Inc. to the
      Depositor. [Name of Master Servicer] 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, [Name of Master Servicer], as Master
      Servicer and securities administrator (the “Securities Administrator”) and [Name
      of Trustee] 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.

     


    
      
        
        

      

      
        A-6-2

        
          

        

      

      
        
        

      

    


    


     

    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]-A-IO
      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]-A-IO Certificates
      the aggregate initial Notional Amount of which is in excess of the lesser of
      (i)
      $5,000,000 or (ii) two-thirds of the aggregate initial Notional Amount of the
      Class [I][II]-A-IO 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 per annum rate equal to the lesser of (i) the weighted average of the Net
      Mortgage Rates of the Group [I][II] Non-Discount Loans over (ii)
      [_____]%.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      a
      Mortgage Pass-Through Certificate of the Series specified on the face hereof
      (herein called the “Certificates”) and represents a Percentage Interest in the
      Class of Certificates specified on the face hereof equal to the denomination
      specified on the face hereof divided by the initial Notional Amount of the
      Class
      of Certificates specified on the face hereof. The Certificates, in the
      aggregate, evidence the entire beneficial ownership interest in the Trust Fund
      formed pursuant to the Agreement.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans and certain other assets of the Trust
      Fund, all as more specifically set forth herein and in the Agreement. As
      provided in the Agreement, withdrawals from the Protected Accounts and the
      Distribution Account may be made from time to time for purposes other than
      distributions to Certificateholders, such purposes including reimbursement
      of
      advances made, or certain expenses incurred, with respect to the Mortgage Loans.
      

     


    
      
        
        

      

      
        A-6-3

        
          

        

      

      
        
        

      

    


    


     

    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 all the Mortgage Loans and
      all
      property acquired in respect of such Mortgage Loans. The Agreement permits,
      but
      does not require, the party designated in the Agreement to purchase all the
      Mortgage Loans and all property acquired in respect of any Mortgage Loan at
      a
      price determined as provided in the Agreement. The exercise of such right will
      effect early retirement of the Certificates; however, such right to purchase
      is
      subject to the aggregate Scheduled Principal Balance of the Mortgage Loans
      and
      the fair market value of each REO Property remaining in the Trust Fund at the
      time of purchase being less than or equal to 10% of the aggregate Scheduled
      Principal Balance of the Mortgage Loans as of the Cut-Off Date plus the Original
      Pre-Funded Amount.

     


    
      
        
        

      

      
        A-6-4

        
          

        

      

      
        
        

      

    


    


     

    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.

     


    
      
        
        

      

      
        A-6-5

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
      be
      duly executed.

     

    Dated:

    
      	
              [NAME
                OF MASTER SERVICER]

              as
                Securities Administrator

            
	 	 
	 	 
	
              By:

            	 
	 	
              Authorized
                Officer

            


    

    


    


    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class [I][II]-A-IO Certificates referred to in the within-mentioned
      Agreement.

     

    
      	
              [NAME
                OF MASTER SERVICER]

              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

            
	
              TEN
                ENT -

            	
              as
                tenants by the entireties

            	 	
              ________________

              (State)

            
	
              JT
                TEN -

            	
              as
                joint tenants with right 

              if
                survivorship and not as 

              tenants
                in common

            	 	 
	 	 	 	 
	
              Additional
                abbreviations may also be used though not in the above
                list.

            


    

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto


    
      	 
	 
	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee)

     

    a
      Percentage Interest equal to ____% evidenced by the within 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 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-7

     

    FORM
      OF
      CLASS [I][II]-A-PO 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.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    

      
        	
                DMSI
                  Series 200[__]-[__], Class [I][II]-A-PO

              	 	
                Aggregate
                  Certificate Principal Balance of the Class [I][II]-A-PO Certificates
                  as of
                  the Issue Date: $_______________

              
	 	 	 
	
                Date
                  of Pooling and Servicing Agreement and Cut-Off Date: [____________],
                  200[__]

              	 	
                Denomination:
                  $__________

              
	 	 	 
	 	 	
                Master
                  Servicer: [____________]

              
	 	 	 
	
                First
                  Distribution Date: [____________][__], 200[__]

              	 	
                Trustee:
                  [____________]

              
	 	 	 
	
                No.__

              	 	
                Issue
                  Date: [____________], 200[__]

              
	 	 	 
	 	 	
                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
      MORTGAGE SECURITIES, INC. MORTGAGE LOAN TRUST, SERIES 200[__]-[__]

    MORTGAGE
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a fractional undivided interest in the distributions allocable to the Class
      [I][II]-A-PO Certificates with respect to a trust fund generally consisting
      of a
      pool of conventional one- to four-family fixed-rate mortgage loans (the
“Mortgage Loans”) secured by one- to four- family residences, units in planned
      unit developments and individual condominium units (the “Trust Fund”) sold by
      DEUTSCHE MORTGAGE SECURITIES, INC.

    


    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN DEUTSCHE MORTGAGE
      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
      Mortgage Securities, Inc. (the “Depositor”). This Certificate is primarily
      backed by the Group [I][II] Discount Loans sold by DB Structured Products,
      Inc.
      to the Depositor. [Name of Master Servicer] 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, [Name of Master
      Servicer], as Master Servicer and securities administrator (the “Securities
      Administrator”) and [Name of Trustee] 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.

     


    
      
        
        

      

      
        A-7-2

        
          

        

      

      
        
        

      

    


    


     

    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 calendar month preceding the month
      of
      such 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][II]-A-PO 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]-A-PO 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]-A-PO Certificates, or otherwise by check
      mailed by first class mail to the address of the Person entitled thereto, as
      such name and address shall appear on the Certificate Register. Notwithstanding
      the above, the final distribution on this Certificate will be made after due
      notice by the Securities Administrator of the pendency of such distribution
      and
      only upon presentation and surrender of this Certificate at the office or agency
      appointed by the Securities Administrator for that purpose as provided in the
      Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      a
      Mortgage Pass-Through Certificate of the Series specified on the face hereof
      (herein called the “Certificates”) and represents a Percentage Interest in the
      Class of Certificates specified on the face hereof equal to the denomination
      specified on the face hereof divided by 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.
      

     


    
      
        
        

      

      
        A-7-3

        
          

        

      

      
        
        

      

    


    


     

    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 all the Mortgage Loans and
      all
      property acquired in respect of such Mortgage Loans. The Agreement permits,
      but
      does not require, the party designated in the Agreement to purchase all the
      Mortgage Loans and all property acquired in respect of any Mortgage Loan at
      a
      price determined as provided in the Agreement. The exercise of such right will
      effect early retirement of the Certificates; however, such right to purchase
      is
      subject to the aggregate Scheduled Principal Balance of the Mortgage Loans
      and
      the fair market value of each REO Property remaining in the Trust Fund at the
      time of purchase being less than or equal to 10% of the aggregate Scheduled
      Principal Balance of the Mortgage Loans as of the Cut-Off Date plus the Original
      Pre-Funded Amount.

     


    
      
        
        

      

      
        A-7-4

        
          

        

      

      
        
        

      

    


    


     

    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.

     

    


     


    
      
        
        

      

      
        A-7-5

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
      be
      duly executed.

     

    Dated:

     

    
      	
              [NAME
                OF MASTER SERVICER]

              as
                Securities Administrator

            
	 	 
	 	 
	
              By:

            	 
	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class [I][II]-A-PO Certificates referred to in the within-mentioned
      Agreement.

     

    
      	
              [NAME
                OF MASTER SERVICER]

              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

            
	
              TEN
                ENT -

            	
              as
                tenants by the entireties

            	 	
              ________________

              (State)

            
	
              JT
                TEN -

            	
              as
                joint tenants with right 

              if
                survivorship and not as 

              tenants
                in common

            	 	 
	 	 	 	 
	
              Additional
                abbreviations may also be used though not in the above
                list.

            


    

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto


    
      	 

	 

	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee)

     

    a
      Percentage Interest equal to _____% evidenced by the within 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 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-8

     

    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 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.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    

      
        	
                DMSI
                  Series 200[__]-[__], Class M

              	 	
                Aggregate
                  Certificate Principal Balance of the Class M Certificates as of
                  the Issue
                  Date: $______________

              
	 	 	 
	
                Pass-Through
                  Rate: Fixed

              	 	
                Denomination:
                  $______________

              
	 	 	 
	
                Date
                  of Pooling and Servicing Agreement and Cut-Off Date: [____________],
                  200[__]

              	 	
                Master
                  Servicer: [____________]

              
	 	 	 
	
                First
                  Distribution Date: [____________][__], 200[__]

              	 	
                Trustee:
                  [____________]

              
	 	 	 
	
                No.
                  ___

              	 	
                Issue
                  Date: [____________], 200[__]

              
	 	 	 
	 	 	
                CUSIP:
                  _________________

              


      

    

    


    DEUTSCHE
      MORTGAGE SECURITIES, INC. MORTGAGE LOAN TRUST, SERIES 200[__]-[__]

    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 fixed-rate mortgage loans (the “Mortgage
      Loans”) secured by one- to four- family residences, units in planned unit
      developments and individual condominium units (the “Trust Fund”) sold by
      DEUTSCHE MORTGAGE SECURITIES, INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN DEUTSCHE MORTGAGE
      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
      Mortgage Securities, Inc. (the “Depositor”). The Mortgage Loans were sold by DB
      Structured Products, Inc. to the Depositor. [Name of Master Servicer] 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,
      [Name of Master Servicer], as Master Servicer and securities administrator
      (the
“Securities Administrator”) and [Name of Trustee] 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.

     


    
      
        
        

      

      
        A-8-2

        
          

        

      

      
        
        

      

    


    


     

    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 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 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 any Distribution Date shall be equal to 5.500%
      per annum.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      a
      Mortgage Pass-Through Certificate of the Series specified on the face hereof
      (herein called the “Certificates”) and represents a Percentage Interest in the
      Class of Certificates specified on the face hereof equal to the denomination
      specified on the face hereof divided by the aggregate Certificate Principal
      Balance of the Class of Certificates specified on the face hereof. The
      Certificates, in the aggregate, evidence the entire beneficial ownership
      interest in the Trust Fund formed pursuant to the Agreement.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans and certain other assets of the Trust
      Fund, all as more specifically set forth herein and in the Agreement. As
      provided in the Agreement, withdrawals from the Protected Accounts and the
      Distribution Account may be made from time to time for purposes other than
      distributions to Certificateholders, such purposes including reimbursement
      of
      advances made, or certain expenses incurred, with respect to the Mortgage Loans.
      

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Trustee, the Securities Administrator and the rights of
      the
      Certificateholders under the Agreement at any time by the Depositor, the Master
      Servicer, the Trustee and the Securities Administrator with the consent of
      the
      Holders of Certificates evidencing, in the aggregate, not less than 66-2/3%
      Percentage Interests of all Certificates. 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.

     


    
      
        
        

      

      
        A-8-3

        
          

        

      

      
        
        

      

    


    


     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Securities Administrator as provided in the Agreement,
      duly endorsed by, or accompanied by an assignment in the form below or other
      written instrument of transfer in form satisfactory to the Securities
      Administrator duly executed by, the Holder hereof or such Holder’s attorney duly
      authorized in writing, and thereupon one or more new Certificates of the same
      Class in authorized denominations evidencing the same aggregate Percentage
      Interest will be issued to the designated transferee or
      transferees.

     

    Any
      transferee of this Certificate shall be deemed to make the representations
      set
      forth in Section 5.2(c) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same.

     

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

     

    The
      Depositor, the Master Servicer, the Trustee, the Securities Administrator and
      any agent of the Depositor, the Master Servicer, the Trustee or the Securities
      Administrator may treat the Person in whose name this Certificate is registered
      as the owner hereof for all purposes, and none of the Depositor, the Master
      Servicer, the Trustee or the Securities Administrator nor any such agent shall
      be affected by notice to the contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Securities Administrator and required to be paid to them pursuant to the
      Agreement following the earlier of (i) the final payment or other liquidation
      (or any advance with respect thereto) of the last Mortgage Loan remaining in
      the
      Trust Fund and (ii) the purchase by the party designated in the Agreement at
      a
      price determined as provided in the Agreement of all the Mortgage Loans and
      all
      property acquired in respect of such Mortgage Loans. The Agreement permits,
      but
      does not require, the party designated in the Agreement to purchase all the
      Mortgage Loans and all property acquired in respect of any Mortgage Loan at
      a
      price determined as provided in the Agreement. The exercise of such right will
      effect early retirement of the Certificates; however, such right to purchase
      is
      subject to the aggregate Scheduled Principal Balance of the Mortgage Loans
      and
      the fair market value of each REO Property remaining in the Trust Fund at the
      time of purchase being less than or equal to 10% of the aggregate Scheduled
      Principal Balance of the Mortgage Loans as of the Cut-Off Date plus the Original
      Pre-Funded Amount.

     


    
      
        
        

      

      
        A-8-4

        
          

        

      

      
        
        

      

    


    


     

    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.

     


    
      
        
        

      

      
        A-8-5

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
      be
      duly executed.

     

    Dated:

     

    
      	
              [NAME
                OF MASTER SERVICER]

              as
                Securities Administrator

            
	 	 
	 	 
	
              By:

            	 
	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class M Certificates referred to in the within-mentioned
      Agreement.

     

    


     

    
      	
              [NAME
                OF MASTER SERVICER]

              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

            
	
              TEN
                ENT -

            	
              as
                tenants by the entireties

            	 	
              ________________

              (State)

            
	
              JT
                TEN -

            	
              as
                joint tenants with right 

              if
                survivorship and not as 

              tenants
                in common

            	 	 
	 	 	 	 
	
              Additional
                abbreviations may also be used though not in the above
                list.

            


    

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto


    
      	 
	 
	 


    

     (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee)

     

    a
      Percentage Interest equal to _____% evidenced by the within 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 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 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 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.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    

      
        	
                DMSI
                  Series 200[__]-[__], Class B-[1][2]

              	 	
                Aggregate
                  Certificate Principal Balance of the Class B-[1][2] Certificates
                  as of the
                  Issue Date: $____________

              
	 	 	 
	
                Pass-Through
                  Rate: Fixed

              	 	
                Denomination:
                  $____________

              
	 	 	 
	
                Date
                  of Pooling and Servicing Agreement and Cut-Off Date: [____________],
                  
200[__]

              	 	
                Master
                  Servicer: [____________]

              
	 	 	 
	
                First
                  Distribution Date: [____________][__], 200[__]

              	 	
                Trustee:
                  [____________]

              
	 	 	 
	
                No.
                  __

              	 	
                Issue
                  Date: [____________], 200[__]

              
	 	 	 
	 	 	
                CUSIP:
                  _________________

              


      

    

    


    DEUTSCHE
      MORTGAGE SECURITIES, INC. MORTGAGE LOAN TRUST, SERIES 200[__]-[__]

    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 fixed-rate mortgage loans (the
“Mortgage Loans”) secured by one- to four- family residences, units in planned
      unit developments and individual condominium units (the “Trust Fund”) sold by
      DEUTSCHE MORTGAGE SECURITIES, INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN DEUTSCHE MORTGAGE
      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
      Mortgage Securities, Inc. (the “Depositor”). The Mortgage Loans were sold by DB
      Structured Products, Inc. to the Depositor. [Name of Master Servicer] 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,
      [Name of Master Servicer], as Master Servicer and securities administrator
      (the
“Securities Administrator”) and [Name of Trustee] 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.

     


    
      
        
        

      

      
        A-9-2

        
          

        

      

      
        
        

      

    


    


     

    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
      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 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 any Distribution Date shall be equal to 5.500%
      per annum.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      a
      Mortgage Pass-Through Certificate of the Series specified on the face hereof
      (herein called the “Certificates”) and represents a Percentage Interest in the
      Class of Certificates specified on the face hereof equal to the denomination
      specified on the face hereof divided by the aggregate Certificate Principal
      Balance of the Class of Certificates specified on the face hereof. The
      Certificates, in the aggregate, evidence the entire beneficial ownership
      interest in the Trust Fund formed pursuant to the Agreement.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans and certain other assets of the Trust
      Fund, all as more specifically set forth herein and in the Agreement. As
      provided in the Agreement, withdrawals from the Protected Accounts and the
      Distribution Account may be made from time to time for purposes other than
      distributions to Certificateholders, such purposes including reimbursement
      of
      advances made, or certain expenses incurred, with respect to the Mortgage Loans.
      

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Trustee, the Securities Administrator and the rights of
      the
      Certificateholders under the Agreement at any time by the Depositor, the Master
      Servicer, the Trustee and the Securities Administrator with the consent of
      the
      Holders of Certificates evidencing, in the aggregate, not less than 66-2/3%
      Percentage 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.

     


    
      
        
        

      

      
        A-9-3

        
          

        

      

      
        
        

      

    


    


     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Securities Administrator as provided in the Agreement,
      duly endorsed by, or accompanied by an assignment in the form below or other
      written instrument of transfer in form satisfactory to the Securities
      Administrator duly executed by, the Holder hereof or such Holder’s attorney duly
      authorized in writing, and thereupon one or more new Certificates of the same
      Class in authorized denominations evidencing the same aggregate Percentage
      Interest will be issued to the designated transferee or
      transferees.

     

    Any
      transferee of this Certificate shall be deemed to make the representations
      set
      forth in Section 5.2(c) of the Agreement. 

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same.

     

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

     

    The
      Depositor, the Master Servicer, the Trustee, the Securities Administrator and
      any agent of the Depositor, the Master Servicer, the Trustee or the Securities
      Administrator may treat the Person in whose name this Certificate is registered
      as the owner hereof for all purposes, and none of the Depositor, the Master
      Servicer, the Trustee or the Securities Administrator nor any such agent shall
      be affected by notice to the contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Securities Administrator and required to be paid to them pursuant to the
      Agreement following the earlier of (i) the final payment or other liquidation
      (or any advance with respect thereto) of the last Mortgage Loan remaining in
      the
      Trust Fund and (ii) the purchase by the party designated in the Agreement at
      a
      price determined as provided in the Agreement of all the Mortgage Loans and
      all
      property acquired in respect of such Mortgage Loans. The Agreement permits,
      but
      does not require, the party designated in the Agreement to purchase all the
      Mortgage Loans and all property acquired in respect of any Mortgage Loan at
      a
      price determined as provided in the Agreement. The exercise of such right will
      effect early retirement of the Certificates; however, such right to purchase
      is
      subject to the aggregate Scheduled Principal Balance of the Mortgage Loans
      and
      the fair market value of each REO Property remaining in the Trust Fund at the
      time of purchase being less than or equal to 10% of the aggregate Scheduled
      Principal Balance of the Mortgage Loans as of the Cut-Off Date plus the Original
      Pre-Funded Amount.

     


    
      
        
        

      

      
        A-9-4

        
          

        

      

      
        
        

      

    


    


     

    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.

     


    
      
        
        

      

      
        A-9-5

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
      be
      duly executed.

     

    Dated:

    
      	
              [NAME
                OF MASTER SERVICER]

              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.

     

    
      	
              [NAME
                OF MASTER SERVICER]

              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 evidenced by the within Mortgage Pass-Through Certificate
      and hereby authorizes the transfer of registration of such interest to assignee
      on the Certificate Register of the Trust Fund.

     

    I
      (We)
      further direct 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

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-10

     

    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 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 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.

     


    
      
        
        

      

      
        A-10-2

        
          

        

      

      
        
        

      

    


    


    

      
        	
                DMSI
                  Series 200[__]-[__], 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: Fixed

              	 	
                Denomination:
                  $___________

              
	 	 	 
	
                Date
                  of Pooling and Servicing Agreement and Cut-Off Date: [____________],
                  200[__]

              	 	
                Master
                  Servicer: [____________]

              
	 	 	 
	
                First
                  Distribution Date: [____________][__], 200[__]

              	 	
                Trustee:
                  [____________]

              
	 	 	 
	
                No.
                  ___

              	 	
                Issue
                  Date: [____________], 200[__]

              
	 	 	 
	 	 	
                CUSIP:
                  _____________

              


      

    

    


    DEUTSCHE
      MORTGAGE SECURITIES, INC. MORTGAGE LOAN TRUST, SERIES 200[__]-[__]

    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 fixed-rate mortgage loans (the
“Mortgage Loans”) secured by one- to four- family residences, units in planned
      unit developments and individual condominium units (the “Trust Fund”) sold by
      DEUTSCHE MORTGAGE SECURITIES, INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN DEUTSCHE MORTGAGE
      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 Mortgage Securities, Inc. (the “Depositor”). The
      Mortgage Loans were sold by DB Structured Products, Inc. to the Depositor.
      [Name
      of Master Servicer] 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, [Name of Master Servicer], as Master Servicer
      and securities administrator (the “Securities Administrator”) and [Name of
      Trustee] 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.

     


    
      
        
        

      

      
        A-10-3

        
          

        

      

      
        
        

      

    


    


     

    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
      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 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 any Distribution Date shall be equal to 5.500%
      per annum.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      a
      Mortgage Pass-Through Certificate of the Series specified on the face hereof
      (herein called the “Certificates”) and represents a Percentage Interest in the
      Class of Certificates specified on the face hereof equal to the denomination
      specified on the face hereof divided by the aggregate Certificate Principal
      Balance of the Class of Certificates specified on the face hereof. The
      Certificates, in the aggregate, evidence the entire beneficial ownership
      interest in the Trust Fund formed pursuant to the Agreement.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans and certain other assets of the Trust
      Fund, all as more specifically set forth herein and in the Agreement. As
      provided in the Agreement, withdrawals from the Protected Accounts and the
      Distribution Account may be made from time to time for purposes other than
      distributions to Certificateholders, such purposes including reimbursement
      of
      advances made, or certain expenses incurred, with respect to the Mortgage Loans.
      

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Trustee, the Securities Administrator and the rights of
      the
      Certificateholders under the Agreement at any time by the Depositor, the Master
      Servicer, the Trustee and the Securities Administrator with the consent of
      the
      Holders of Certificates evidencing, in the aggregate, not less than 66-2/3%
      Percentage 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.

     


    
      
        
        

      

      
        A-10-4

        
          

        

      

      
        
        

      

    


    


     

    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.

     


    
      
        
        

      

      
        A-10-5

        
          

        

      

      
        
        

      

    


    


     

    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 all the Mortgage Loans and
      all
      property acquired in respect of such Mortgage Loans. The Agreement permits,
      but
      does not require, the party designated in the Agreement to purchase all the
      Mortgage Loans and all property acquired in respect of any Mortgage Loan at
      a
      price determined as provided in the Agreement. The exercise of such right will
      effect early retirement of the Certificates; however, such right to purchase
      is
      subject to the aggregate Scheduled Principal Balance of the Mortgage Loans
      and
      the fair market value of each REO Property remaining in the Trust Fund at the
      time of purchase being less than or equal to 10% of the aggregate Scheduled
      Principal Balance of the Mortgage Loans as of the Cut-Off Date plus the Original
      Pre-Funded Amount.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      neither the Trustee nor the Securities Administrator assume any responsibility
      for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Securities
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

     


    
      
        
        

      

      
        A-10-6

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
      be
      duly executed.

     

    Dated:

    
      	
              [NAME
                OF MASTER SERVICER]

              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.

     

    
      	
              [NAME
                OF MASTER SERVICER]

              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 evidenced by the within Mortgage Pass-Through Certificate
      and hereby authorizes the transfer of registration of such interest to assignee
      on the Certificate Register of the Trust Fund.

     

    I
      (We)
      further direct 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

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-11

     

    FORM
      OF
      CLASS R CERTIFICATE

     

    THIS
      CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES
      PERSON.

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS THE SOLE
      “RESIDUAL INTEREST” IN EACH “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
      TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
      REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).

     

    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 IN THE AGREEMENT.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    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.

     


    
      
        
        

      

      
        A-11-2

        
          

        

      

      
        
        

      

    


    


    

      
        	
                DMSI
                  Series 200[__]-[__], Class R

              	 	
                Aggregate
                  Certificate Principal Balance of the Class R Certificates as of
                  the Issue
                  Date: $100

              
	 	 	 
	 	 	
                Denomination:
                  $________

              
	 	 	 
	
                Pass-Through
                  Rate: Fixed

              	 	
                Aggregate
                  Percentage Interest of the Class R Certificates as of the Issue
                  Date:
                  100.00%

              
	 	 	 
	
                Date
                  of Pooling and Servicing Agreement and Cut-Off Date: [____________],
                  200[__]

              	 	
                Master
                  Servicer: [____________]

              
	 	 	 
	
                First
                  Distribution Date: [____________][__], 200[__]

              	 	
                Trustee:
                  [____________]

              
	 	 	 
	
                No.
                  __

              	 	
                Issue
                  Date: [____________], 200[__]

              
	 	 	 
	 	 	
                CUSIP:
                  _____________

              


      

    

    


     

    DEUTSCHE
      MORTGAGE SECURITIES, INC. MORTGAGE LOAN TRUST, SERIES 200[__]-[__]

    MORTGAGE
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a fractional undivided interest in the distributions allocable to the Class
      R
      Certificates with respect to a trust fund generally consisting of a pool of
      conventional one- to four-family fixed-rate mortgage loans (the “Mortgage
      Loans”) secured by one- to four- family residences, units in planned unit
      developments and individual condominium units (the “Trust Fund”) sold by
      DEUTSCHE MORTGAGE SECURITIES, INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN DEUTSCHE MORTGAGE
      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 Mortgage Securities, Inc. (the “Depositor”). The Mortgage Loans were
      sold by DB Structured Products, Inc. to the Depositor. [Name of Master Servicer]
      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,
      [Name of Master Servicer], as Master Servicer and securities administrator
      (the
“Securities Administrator”) and [Name of Trustee] 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.

     


    
      
        
        

      

      
        A-11-3

        
          

        

      

      
        
        

      

    


    


     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following such 25th
      day (a
“Distribution Date”), commencing on the First Distribution Date specified above,
      to the Person in whose name this Certificate is registered at the close of
      business on the last Business Day of the month immediately preceding the month
      in which such Distribution Date occurs (the “Record Date”), in an amount equal
      to the product of the Percentage Interest evidenced by this Certificate and
      the
      amount required to be distributed to the Holders of Class R Certificates on
      such
      Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Securities Administrator by wire transfer in
      immediately available funds to the account of the Person entitled thereto if
      such Person shall have so notified the Securities Administrator in writing
      at
      least five Business Days prior to the Record Date immediately prior to such
      Distribution Date and is the registered owner of Class R Certificates, or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Securities Administrator of the pendency
      of
      such distribution and only upon presentation and surrender of this Certificate
      at the office or agency appointed by the Securities Administrator for that
      purpose as provided in the Agreement.

     

    The
      Pass-Through Rate with respect to any Distribution Date shall be equal to 5.500%
      per annum.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      a
      Mortgage Pass-Through Certificate of the Series specified on the face hereof
      (herein called the “Certificates”) and represents a Percentage Interest in the
      Class of Certificates specified on the face hereof equal to the denomination
      specified on the face hereof divided by the aggregate Certificate Principal
      Balance of the Class of Certificates specified on the face hereof. The
      Certificates, in the aggregate, evidence the entire beneficial ownership
      interest in the Trust Fund formed pursuant to the Agreement.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans and certain other assets of the Trust
      Fund, all as more specifically set forth herein and in the Agreement. As
      provided in the Agreement, withdrawals from the Protected Accounts and the
      Distribution Account may be made from time to time for purposes other than
      distributions to Certificateholders, such purposes including reimbursement
      of
      advances made, or certain expenses incurred, with respect to the Mortgage Loans.
      

     


    
      
        
        

      

      
        A-11-4

        
          

        

      

      
        
        

      

    


    


     

    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, 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.

     


    
      
        
        

      

      
        A-11-5

        
          

        

      

      
        
        

      

    


    


     

    Prior
      to
      registration of any transfer, sale or other disposition of this Certificate,
      the
      proposed transferee shall provide to the Securities Administrator (i) an
      affidavit to the effect that such transferee is any Person other than a
      Disqualified Organization or the agent (including a broker, nominee or
      middleman) of a Disqualified Organization, and (ii) a certificate that
      acknowledges that (A) the Class R Certificates have been designated as a
      representing the beneficial ownership of the residual interests in each REMIC,
      (B) it will include in its income a pro
      rata
      share of
      the net income of the Trust Fund and that such income may be an “excess
      inclusion,” as defined in the Code, that, with certain exceptions, cannot be
      offset by other losses or benefits from any tax exemption, and (C) it expects
      to
      have the financial means to satisfy all of its tax obligations including those
      relating to holding the Class R Certificates. Notwithstanding the registration
      in the Certificate Register of any transfer, sale or other disposition of this
      Certificate to a Disqualified Organization or an agent (including a broker,
      nominee or middleman) of a Disqualified Organization, such registration shall
      be
      deemed to be of no legal force or effect whatsoever and such Person shall not
      be
      deemed to be a Certificateholder for any purpose, including, but not limited
      to,
      the receipt of distributions in respect of this Certificate.

     

    The
      Holder of this Certificate, by its acceptance hereof, shall be deemed to have
      consented to the provisions of Section 5.2(c) of the Agreement and to any
      amendment of the Agreement deemed necessary by counsel of the Depositor to
      ensure that the transfer of this Certificate to any Person other than a
      Permitted Transferee or any other Person will not cause any portion of the
      Trust
      Fund to cease to qualify as a REMIC or cause the imposition of a tax upon any
      REMIC.

     

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

     

    The
      Depositor, the Master Servicer, the Trustee, the Securities Administrator and
      any agent of the Depositor, the Master Servicer, the Trustee or the Securities
      Administrator may treat the Person in whose name this Certificate is registered
      as the owner hereof for all purposes, and none of the Depositor, the Master
      Servicer, the Trustee or the Securities Administrator nor any such agent shall
      be affected by notice to the contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Securities Administrator and required to be paid to them pursuant to the
      Agreement following the earlier of (i) the final payment or other liquidation
      (or any advance with respect thereto) of the last Mortgage Loan remaining in
      the
      Trust Fund and (ii) the purchase by the party designated in the Agreement at
      a
      price determined as provided in the Agreement of all the Mortgage Loans and
      all
      property acquired in respect of such Mortgage Loans. The Agreement permits,
      but
      does not require, the party designated in the Agreement to purchase all the
      Mortgage Loans and all property acquired in respect of any Mortgage Loan at
      a
      price determined as provided in the Agreement. The exercise of such right will
      effect early retirement of the Certificates; however, such right to purchase
      is
      subject to the aggregate Scheduled Principal Balance of the Mortgage Loans
      and
      the fair market value of each REO Property remaining in the Trust Fund at the
      time of purchase being less than or equal to 10% of the aggregate Scheduled
      Principal Balance of the Mortgage Loans as of the Cut-Off Date plus the Original
      Pre-Funded Amount.

     


    
      
        
        

      

      
        A-11-6

        
          

        

      

      
        
        

      

    


    


     

    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.

     

    
      
         

      

      
        A-11-7

        
          

        

      

      
         

      

    

    IN
      WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
      be
      duly executed.

     

    Dated:

    
      	
              [NAME
                OF MASTER SERVICER]

              as
                Securities Administrator

            
	 	 
	 	 
	
              By:

            	 
	 	
              Authorized
                Officer

            


    

    


    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class R Certificates referred to in the within-mentioned
      Agreement.

     

    
      	
              [NAME
                OF MASTER SERVICER]

              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

            
	
              TEN
                ENT -

            	
              as
                tenants by the entireties

            	 	
              ________________

              (State)

            
	
              JT
                TEN -

            	
              as
                joint tenants with right 

              if
                survivorship and not as 

              tenants
                in common

            	 	 
	 	 	 	 
	
              Additional
                abbreviations may also be used though not in the above
                list.

            


    

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto


    
      	 
	 

	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee)

     

    a
      Percentage Interest equal to _____% evidenced by the within 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 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-12

    


    FORM
      OF
      CLASS 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”).

     

    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 SECURITIES ACT
      OF
      1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE
      HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
      MAY
      BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH
      THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND (1) OUTSIDE OF THE UNITED
      STATES WITHIN THE MEANING OF AND IN COMPLIANCE WITH REGULATION S UNDER THE
      SECURITIES ACT (“REGULATION S”), OR (2) WITHIN THE UNITED STATES TO (A)
“QUALIFIED INSTITUTIONAL BUYERS” WITHIN THE MEANING OF AND IN COMPLIANCE WITH
      RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) OR (B) TO INSTITUTIONAL
      INVESTORS THAT ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(A)(1),
      (2), (3) OR (7) OF “REGULATION D” UNDER THE SECURITIES
      ACT.

     

    ANY
      RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
      IN
      ACCORDANCE WITH THE PROVISIONS OF SECTION 5.2(c) OF THE AGREEMENT REFERRED
      TO
      HEREIN.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS
      AMENDED (“ERISA”), OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE
      PROCEDURES DESCRIBED IN THE AGREEMENT.

     


    
      
        
        

      

      
        A-12-2

        
          

        

      

      
        
        

      

    


    


    
      	
              DMSI
                Series 200[__]-[__], Class P-[1][2]

            	 	
              Aggregate
                Certificate Principal Balance of the Class P-[1][2] Certificates
                as of the
                Issue Date: $100.00

            
	
              Cut-Off
                Date and date of Pooling and Servicing Agreement: [____________],
                200[__]

            	 	
              Denomination:
                $100.00

            
	
              First
                Distribution Date: [____________][__], 200[__]

            	 	
              Master
                Servicer: [____________]

            
	
              No.
                __

            	 	
              Trustee:
                [____________]

            
	 	 	
              Issue
                Date: [____________], 200[__]

            
	 	 	
              CUSIP:
                _____________

            


    

    


    DEUTSCHE
      MORTGAGE SECURITIES, INC. MORTGAGE LOAN TRUST, SERIES 200[__]-[__]

     

    MORTGAGE
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a fractional undivided interest in the distributions allocable to the Class
      P-[1][2] Certificates with respect to a trust fund generally consisting of
      a
      pool of conventional one- to four-family fixed-rate mortgage loans (the
“Mortgage Loans”) secured by one- to four- family residences, units in planned
      unit developments and individual condominium units (the “Trust Fund”) sold by
      DEUTSCHE MORTGAGE SECURITIES, INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN DEUTSCHE MORTGAGE
      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 Mortgage Securities, Inc. (the “Depositor”). The Mortgage Loans were
      sold by DB Structured Products, Inc. to the Depositor. [Name of Master Servicer]
      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,
      [Name of Master Servicer], as Master Servicer and securities administrator
      (the
“Securities Administrator”) and [Name of Trustee] 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.

     


    
      
        
        

      

      
        A-12-3

        
          

        

      

      
        
        

      

    


    


     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following such 25th
      day (a
“Distribution Date”), commencing on the First Distribution Date specified above,
      to the Person in whose name this Certificate is registered at the close of
      business on the last Business Day of the month immediately preceding the month
      in which such Distribution Date occurs (the “Record Date”), in an amount equal
      to the product of the Percentage Interest evidenced by this Certificate and
      the
      amount required to be distributed to the Holders of Class P-[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 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 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
      a
      Mortgage Pass-Through Certificate of the Series specified on the face hereof
      (herein called the “Certificates”) and represents a Percentage Interest in the
      Class of Certificates specified on the face hereof equal to the denomination
      specified on the face hereof divided by the aggregate Certificate Principal
      Balance of the Class of Certificates specified on the face hereof. The
      Certificates, in the aggregate, evidence the entire beneficial ownership
      interest in the Trust Fund formed pursuant to the Agreement.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans and certain other assets of the Trust
      Fund, all as more specifically set forth herein and in the Agreement. As
      provided in the Agreement, withdrawals from the Protected Accounts and the
      Distribution Account may be made from time to time for purposes other than
      distributions to Certificateholders, such purposes including reimbursement
      of
      advances made, or certain expenses incurred, with respect to the Mortgage Loans.
      

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Trustee, the Securities Administrator, and the rights
      of
      the Certificateholders under the Agreement at any time by the Depositor, the
      Master Servicer, the Trustee and the Securities Administrator with the consent
      of the Holders of Certificates entitled to at least 66-2/3% of the 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.

     


    
      
        
        

      

      
        A-12-4

        
          

        

      

      
        
        

      

    


    


     

    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.

     


    
      
        
        

      

      
        A-12-5

        
          

        

      

      
        
        

      

    


    


     

    No
      transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person using “Plan Assets” to acquire this Certificate shall be made except
      in accordance with Section 5.2(c) of the Agreement.

     

    The
      Depositor, the Master Servicer, the Trustee, the Securities Administrator and
      any agent of the Depositor, the Master Servicer, the Trustee or the Securities
      Administrator may treat the Person in whose name this Certificate is registered
      as the owner hereof for all purposes, and none of the Depositor, the Master
      Servicer, the Trustee, the Securities Administrator nor any such agent shall
      be
      affected by notice to the contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Securities Administrator and required to be paid to them pursuant to the
      Agreement following the earlier of (i) the final payment or other liquidation
      (or any advance with respect thereto) of the last Mortgage Loan remaining in
      the
      Trust Fund and (ii) the purchase by the party designated in the Agreement at
      a
      price determined as provided in the Agreement of all the Mortgage Loans and
      all
      property acquired in respect of such Mortgage Loans. The Agreement permits,
      but
      does not require, the party designated in the Agreement to purchase all the
      Mortgage Loans and all property acquired in respect of any Mortgage Loan at
      a
      price determined as provided in the Agreement. The exercise of such right will
      effect early retirement of the Certificates; however, such right to purchase
      is
      subject to the aggregate Scheduled Principal Balance of the Mortgage Loans
      and
      the fair market value of each REO Property remaining in the Trust Fund at the
      time of purchase being less than or equal to 10% of the aggregate Scheduled
      Principal Balance of the Mortgage Loans as of the Cut-Off Date plus the Original
      Pre-Funded Amount.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      neither the Trustee nor the Securities Administrator assume any responsibility
      for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Securities
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

     


    
      
        
        

      

      
        A-12-6

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
      be
      duly executed.

     

    Dated:

    
      	
              [NAME
                OF MASTER SERVICER]

              as
                Securities Administrator

            
	 	 
	 	 
	
              By:

            	 
	 	
              Authorized
                Officer

            


    

    


    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class P-[1][2] Certificates referred to in the within-mentioned
      Agreement.

     

    
      	
              [NAME
                OF MASTER SERVICER]

              as
                Securities Administrator

            
	 
	
              By:

            	 
	 	
              Authorized
                Officer

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT -

            	
                   Custodian      

              (Cust)
                (Minor)

              under
                Uniform Gifts 

              to
                Minors Act

            
	
              TEN
                ENT -

            	
              as
                tenants by the entireties

            	 	
              ________________

              (State)

            
	
              JT
                TEN -

            	
              as
                joint tenants with right 

              if
                survivorship and not as 

              tenants
                in common

            	 	 
	 	 	 	 
	
              Additional
                abbreviations may also be used though not in the above
                list.

            


    

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto


    
      	 
	 
	 



    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee)

     

    a
      Percentage Interest equal to ____% evidenced by the within Asset Backed
      Pass-Through Certificate and hereby authorize(s) the registration of transfer
      of
      such interest to assignee on the Certificate Register of the Trust
      Fund.

     

    I
      (we)
      further direct the 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
      B-1

    


    FORM
      OF
      TRANSFEROR REPRESENTATION LETTER

     

    [Date]

     

    [Name
      of
      Master Servicer]

    [Address]

    Attention:
      Corporate Trust DMSI-200[__]-[__]

     

    
      	
              Re:

            	
              Deutsche
                Mortgage Securities, Inc. Mortgage Loan Trust, Series 200[__]-[__]
                Mortgage Pass-Through Certificates Class B-3, Class B-4, Class B-5,
                Class
                P-1 and Class P-2 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 [____________], 200[__],
      among Deutsche Mortgage Securities, Inc. as Depositor, [Name of Master Servicer]
      as Master Servicer and Securities Administrator and [Name of Trustee] as trustee
      (the “Pooling and Servicing Agreement”), pursuant to which Pooling and Servicing
      Agreement the Certificates were issued.

     


    
      
        
        

      

      
        B-1-1

        
          

        

      

      
        
        

      

    


    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:

            	 


    

    


     


    
      
        
        

      

      
        B-1-2

        
          

        

      

      
        
        

      

    


    FORM
      OF
      TRANSFEREE REPRESENTATION LETTER

     

    [Date]

     

    [Name
      of
      Master Servicer]

    [Address]

    Attention:
      Corporate Trust DMSI 200[__]-[__]

     

    
      	
              Re:

            	
              Deutsche
                Mortgage Securities, Inc. Mortgage Loan Trust, Series 200[__]-[__]
                Mortgage Pass-Through Certificates Class B-3, Class B-4, Class B-5,
                Class
                P-1 and Class P-2 Certificates

            


    

     

    Ladies
      and Gentlemen:

     

    In
      connection with the purchase from ______________________________ (the
“Transferor”) on the date hereof of the captioned trust certificates (the
“Certificates”), (the “Transferee”) hereby certifies as follows:

     

    1. The
      Transferee is a “qualified institutional buyer” as that term is defined in Rule
      144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “1933 Act”)
      and has completed either of the forms of certification to that effect attached
      hereto as Annex 1 or Annex 2. The Transferee is aware that the sale to it is
      being made in reliance on Rule 144A. The Transferee is acquiring the
      Certificates for its own account or for the account of a qualified institutional
      buyer, and understands that such Certificate may be resold, pledged or
      transferred only (i) to a person reasonably believed to be a qualified
      institutional buyer that purchases for its own account or for the account of
      a
      qualified institutional buyer to whom notice is given that the resale, pledge
      or
      transfer is being made in reliance on Rule 144A, or (ii) pursuant to another
      exemption from registration under the 1933 Act.

     

    2. The
      Transferee has been furnished with all information regarding (a) the
      Certificates and distributions thereon, (b) the nature, performance and
      servicing of the Mortgage Loans, (c) the Pooling and Servicing Agreement
      referred to below, and (d) any credit enhancement mechanism associated with
      the
      Certificates, that it has requested.

     

    3. The
      Transferee: (a) is not an employee benefit or other plan subject to the
      prohibited transaction provisions of the Employee Retirement Income Security
      Act
      of 1974, as amended (“ERISA), or Section 4975 of the Internal Revenue Code of
      1986, as amended (the “Code”) (each, a “Plan”), or any other person (including
      an investment manager, a named fiduciary or a trustee of any Plan) acting,
      directly or indirectly, on behalf of or purchasing any Certificate with “plan
      assets” of any Plan within the meaning of the Department of Labor (“DOL”)
      regulation at 29 C.F.R. §2510.3-101 or (b) [[for Class P-[1][2]] 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) the
      conditions in Sections I and III of PTCE 95-60 have been
      satisfied.]

     


    
      
        
        

      

      
        B-1-3

        
          

        

      

      
        
        

      

    


    


     

    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 [____________], 200[__], among Deutsche
      Mortgage Securities, Inc. as Depositor, [Name of Master Servicer] as Master
      Servicer and Securities Administrator and [Name of Trustee] as Trustee, pursuant
      to which the Certificates were issued.

     

    
      	
              [TRANSFEREE]

            
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 


    

    


     

    


     


    
      
        
        

      

      
        B-1-4

        
          

        

      

      
        
        

      

    


    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 [Name of Securities Administrator], 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.

            


    

    ______________

    
      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.

    


    
      
        
        

      

      
        B-1-5

        
          

        

      

      
        
        

      

    


    


     

    
      	 	
              ___

            	
              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.

     


    
      
        
        

      

      
        B-1-6

        
          

        

      

      
        
        

      

    


    


     

    7. The
      Transferee will notify each of the parties to which this certification is made
      of any changes in the information and conclusions herein. Until such notice
      is
      given, the Transferee’s purchase of the Certificates will constitute a
      reaffirmation of this certification as of the date of such purchase. In
      addition, if the Transferee is a bank or savings and loan as provided above,
      the
      Transferee agrees that it will furnish to such parties updated annual financial
      statements promptly after they become available.

     

    Dated:

    
      	
              Print
                Name of Transferee

            
	 	 
	
              By:

            	 
	
              Name:

            	
               

            
	
              Title:

            	 


    


    
      
        
        

      

      
        B-1-7

        
          

        

      

      
        
        

      

    


    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 [Name of Securities Administrator], 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.

     


    
      
        
        

      

      
        B-1-8

        
          

        

      

      
        
        

      

    


    


     

    5. The
      Transferee is familiar with Rule 144A and understands that the parties to which
      this certification is being made are relying and will continue to rely on the
      statements made herein because one or more sales to the Transferee will be
      in
      reliance on Rule 144A. In addition, the Transferee will only purchase for the
      Transferee’s own account.

     

    6. The
      undersigned will notify the parties to which this certification is made of
      any
      changes in the information and conclusions herein. Until such notice, the
      Transferee’s purchase of the Certificates will constitute a reaffirmation of
      this certification by the undersigned as of the date of such
      purchase.

     

    Dated:

    
      	
              Print
                Name of Transferee

            
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 
	 	 
	
              IF
                AN ADVISER:

               

            
	
              Print
                Name of Transferee

            


    

    



    
      
        
        

      

      
        B-1-9

        
          

        

      

      
        
        

      

    


    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 

            	 


    


    
      
        
        

      

      
        B-1-10

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B-2

     

    FORM
      OF
      TRANSFEROR REPRESENTATION LETTER

     

    ____________,
      20__

     

    [Name
      of
      Master Servicer]

     

    [Address]

     

    Attention:
      Corporate Trust DMSI 200[__]-[__]

     

    
      	
              Re:

            	
              Deutsche
                Mortgage Securities, Inc. Mortgage Loan Trust, Series 200[__]-[__]
                Mortgage Pass-Through Certificates Class B-3, Class B-4, Class B-5,
                Class
                P-1 and Class P-2 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,
      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,
      as amended (the “Securities Act”), that would render the disposition of any
      Certificate a violation of Section 5 of the Securities 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
      [____________], 200[__], among Deutsche Mortgage Securities, Inc. as Depositor,
      [Name of Master Servicer] as Master Servicer and Securities Administrator and
      [Name of Trustee] as trustee (the “Pooling and Servicing Agreement”), pursuant
      to which Pooling and Servicing Agreement the Certificates were
      issued.

     


    
      
        
        

      

      
        B-2-1

        
          

        

      

      
        
        

      

    


    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:

            	 


    

    


     


    
      
        
        

      

      
        B-2-2

        
          

        

      

      
        
        

      

    


    FORM
      OF
      TRANSFEREE LETTER

     

    _______________,
      20__

     

    [Name
      of
      Master Servicer]

     

    [Address]

     

    Attention:
      Corporate Trust DMSI 200[__]-[__]

     

    
      	
              Re:

            	
              Deutsche
                Mortgage Securities, Inc. Mortgage Loan Trust, Series 200[__]-[__]
                Mortgage Pass-Through Certificates Class B-3, Class B-4, Class B-5,
                Class
                P-1 and Class P-2 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 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
“Securities 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 Securities
      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 Securities 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 Securities 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.

     


    
      
        
        

      

      
        B-2-3

        
          

        

      

      
        
        

      

    


    


     

    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 Securities Act,
      that would render the disposition of any Certificate a violation of Section
      5 of
      the Securities 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 P-[1][2]] 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) 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 [____________], 200[__], among Deutsche
      Mortgage Securities, Inc. as Depositor, [Name of Master Servicer] as Master
      Servicer and Securities Administrator and [Name of Trustee] as Trustee, pursuant
      to which the Certificates were issued.

     


    
      
        
        

      

      
        B-2-4

        
          

        

      

      
        
        

      

    


    


     

    
      	
              Very
                truly yours,

               

            
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 


    


    
      
        
        

      

      
        B-2-5

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B-3

     

    FORM
      OF
      REGULATION S TRANSFER CERTIFICATE

     

    [Date]

     

    [Name
      of
      Master Servicer]

    [Address]

    Attention:
      Corporate Trust DMSI 200[__]-[__]

     


    
      
        
          
            	        
                    	
                    Re:         
                      

                  	
                    Deutsche 
                      Mortgage
                      Securities, Inc. Mortgage Loan Trust, Series 200[__]-[__] Mortgage
                      Pass-Through Certificates Class B-3, Class B-4, Class B-5 Class
                      P-1 and
                      Class P-2 Certificates 

                  


          

        

      

    

           
Mortgage
    Pass-Through Certificates Class B-3, Class B-4, Class B-5 Class
    P-1
    and Class P-2 Certificates 
     

    Ladies
      and Gentlemen:

     

    Reference
      is hereby made to the Pooling and Servicing Agreement (the “Agreement”), dated
      as of [____________], 200[__], among Deutsche Mortgage Securities, Inc. (the
      “Depositor”), [Name of Master Servicer], as master and securities administrator
      (the “Master Servicer”) and [Name of Trustee], 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]][P-[1][2]] 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 [__________], 200[__]
      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 of 1933, as amended (the “Securities
      Act”);

     

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

     


    
      
        
        

      

      
        B-3-1

        
          

        

      

      
        
        

      

    


    


     

    (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.

     


    
      
        
        

      

      
        B-3-2

        
          

        

      

      
        
        

      

    


    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.

     

    
      	
              [Name
                of Transferor]

            
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 


    

    


     


    
      
        
        

      

      
        B-3-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B-4

     

    FORM
      OF
      CLEARSTREAM CERTIFICATE

     

    [Date]

     

    [Name
      of
      Trustee]

    [Address]

    Attention:
      Deutsche Mortgage Securities Trust 200[__]-[__]

     

    [Name
      of
      Master Servicer]

    [Address]

    Attention: Deutsche
      Mortgage Securities, Inc., 200[__]-[__]

     

    
      	
              Re:
                

            	
              Deutsche
                Mortgage Securities, Inc. Mortgage Loan Trust, Series 200[__]-[__]
                Mortgage Pass-through Certificates, (the “Trust”), Class [ B-3, B-4, B-5,
                P-1, P-2] Certificates (the “Certificates”)


            


    

     

    Ladies
      and Gentlemen:

     

    Reference
      is hereby made to the Pooling and Servicing Agreement (the “Agreement”), dated
      as of [____________], 200[__], among Deutsche Mortgage Securities, Inc. (the
      “Depositor”), [Name of Master Servicer], as master servicer and securities
      administrator (the “Master Servicer”) and [Name of Trustee], 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.

     


    
      
        
        

      

      
        B-4-1

        
          

        

      

      
        
        

      

    


    


    Yours
      faithfully,

     

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

     

    or

     

    [CLEARSTREAM,
      SOCIÉTÉ ANONYME]

     

    By:_______________________________________

     

    


    



    
      
        
        

      

      
        B-4-2

        
          

        

      

      
        
        

      

    


    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
                Mortgage Securities, Inc. Mortgage Loan Trust, Series 200[__]-[__]
                Mortgage Pass-through Certificates, (the “Trust”) Class [B-3, B-4, B-5,
                P-1, P-2] Certificates (the “Certificates”)


            


    

     

    Ladies
      and Gentlemen:

     

    Reference
      is hereby made to the Pooling and Servicing Agreement (the “Agreement”), dated
      as of [____________], 200[__], among Deutsche Mortgage Securities, Inc. (the
      “Depositor”), [Name of Master Servicer]., as master servicer and securities
      administrator (the “Master Servicer”) and [Name of Trustee], 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 of 1933, as amended.

     

    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.

    

    

      
        
          
          

        

        
          B-4-3

          
            

          

        

        
          
          

        

      



    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.

     


    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    


    


     

    


    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 Mortgage Securities, Inc. Mortgage Loan
      Trust, Series 200[__]-[__] Mortgage Pass-Through Certificates, Class R
      Certificates (the “Residual Certificates”) for the account of a disqualified
      organization; (iii) it consents to any amendment of the Pooling and Servicing
      Agreement that shall be deemed necessary by Deutsche Mortgage 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.

     


    
      
        
        

      

      
        C-2

        
          

        

      

      
        
        

      

    


    


     

    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:

     


    
      
        
        

      

      
        C-3

        
          

        

      

      
        
        

      

    


    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___.

     


    
      
        
        

      

      
        C-4

        
          

        

      

      
        
        

      

    


    FORM
      OF
      TRANSFEROR AFFIDAVIT

     

    
      	
              STATE
                OF NEW YORK

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF NEW YORK

            	
              )

            	 
	 	 	 


    

    _________________________,
      being duly sworn, deposes, represents and warrants as follows:

     

    1. I
      am
      a ____________________
      of _________________________ (the “Owner”), a corporation duly organized and
      existing under the laws of _____________, on behalf of whom I make this
      affidavit.

     

    2. The
      Owner
      is not transferring the Class R Certificates (the “Residual Certificates”) to
      impede the assessment or collection of any tax.

     

    3. The
      Owner
      has no actual knowledge that the Person that is the proposed transferee (the
      “Purchaser”) of the Residual Certificates: (i) has insufficient assets to pay
      any taxes owed by such proposed transferee as holder of the Residual
      Certificates; (ii) may become insolvent or subject to a bankruptcy proceeding
      for so long as the Residual Certificates remain outstanding and (iii) is not
      a
      Permitted Transferee.

     

    4. The
      Owner
      understands that the Purchaser has delivered to the Trustee or a transfer
      affidavit and agreement in the form attached to the Pooling and Servicing
      Agreement as Exhibit C. The Owner does not know or believe that any
      representation contained therein is false.

     

    5. At
      the
      time of transfer, the Owner has conducted a reasonable investigation of the
      financial condition of the Purchaser as contemplated by Treasury Regulations
      Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Owner
      has
      determined that the Purchaser has historically paid its debts as they became
      due
      and has found no significant evidence to indicate that the Purchaser will not
      continue to pay its debts as they become due in the future. The Owner
      understands that the transfer of a Residual Certificate may not be respected
      for
      United States income tax purposes (and the Owner may continue to be liable
      for
      United States income taxes associated therewith) unless the Owner has conducted
      such an investigation.

     

    6. Capitalized
      terms not otherwise defined herein shall have the meanings ascribed to them
      in
      the Pooling and Servicing Agreement.

     

    


     


    
      
        
        

      

      
        C-5

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Owner has caused this instrument to be executed on its
      behalf, pursuant to the authority of its Board of Directors, by its [Vice]
      President, attested by its [Assistant] Secretary, this ____ day of
      ________________, ____.

     

    
      	
              [OWNER]

            
	 	 
	 	 
	
              By:

            	 
	 	
              Name:

            
	 	
              Title:
                [Vice] President

            


    

    


     

    ATTEST:

    


    


    
      	
              By:

            	 
	 	
              Name:

            
	 	
              Title:
                [Assistant] Secretary

            


    

    


     

    Personally
      appeared before me the above-named _________________, known or proved to me
      to
      be the same person who executed the foregoing instrument and to be a [Vice]
      President of the Owner, 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
      Owner.

     

    Subscribed
      and sworn before me this ______ day of _____________, ____.

     

    


    
      	 	 
	 	
              Notary
                Public

            
	 	 
	 	
              County
                of _____________________________

            
	 	
              State
                of _______________________________

            
	 	 
	 	
              My
                Commission expires:

            


    

    



    
      
        
        

      

      
        C-6

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D

     

    FORM
      OF
ADDITION
      NOTICE

    


    [Date]

    [Name
      of Trustee] 
      [Address]

      Attention:
        Deutsche Mortgage Securities, Inc., 200[__]-[__]

    

    
      	 
	
              [Name
                of Master Servicer]

              [Address]

            


    

    


     

    
      	      
               	
              Re:        
                 

            	
              Pooling
                and Servicing Agreement dated as of [____________], 200[__] among
                Deutsche
                Mortgage Securities, Inc. as Depositor, [Name of Master Servicer]
                as
                Master Servicer and Securities Administrator and [Name of Trustee]
                as
                Trustee

            


    

     

    Ladies
      and Gentlemen:

     

    Pursuant
      to Section 2.6 of the referenced Pooling and Servicing Agreement, Deutsche
      Mortgage Securities, Inc. has designated Subsequent Loans to be sold to the
      Trust Fund on __________, 200[__], with an aggregate principal balance of
      $                        
      as
      of the
      Subsequent Cut-Off Date. Capitalized terms not otherwise defined herein have
      the
      meaning set forth in the Pooling and Servicing Agreement.

     

    Please
      acknowledge your receipt of this notice by countersigning the enclosed copy
      in
      the space indicated below and returning it to the attention of the
      undersigned.

     

    
      	
              Very
                truly yours,

               

            
	
              DEUTSCHE
                MORTGAGE SECURITIES, INC.,

              as
                Depositor

            
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 
	 	 
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 


    

    



    
      
        
        

      

      
        D-1

        
          

        

      

      
        
        

      

    


    


    Acknowledged
      and Agreed:

     

    [NAME
      OF
      TRUSTEE], as Trustee

     

    
      	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 


    


    
      
        
        

      

      
        D-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      E

    


    FORM
      OF
SUBSEQUENT
      TRANSFER INSTRUMENT

    


    Pursuant
      to this Subsequent Transfer Instrument, dated [____________], 200[__] (the
      “Instrument”), between Deutsche Mortgage Securities, Inc. as seller (the
“Depositor”), and [Name of Trustee] as trustee of the Deutsche Mortgage
      Securities, Inc. Mortgage Loan Trust, Series 200[__]-[__], Mortgage Pass-Through
      Certificates, as purchaser (the “Trustee”), and pursuant to the Pooling and
      Servicing Agreement, dated as of [____________], 200[__] (the “Pooling and
      Servicing Agreement”), among the Depositor, [Name of Master Servicer] as Master
      Servicer and Securities Administrator and the Trustee, the Depositor and the
      Trustee agree to the sale by the Depositor and the purchase by the Trustee
      in
      trust, on behalf of the Trust Fund, of the Loans listed on the attached Schedule
      of Subsequent Loans (the “Subsequent Loans”).

     

    Capitalized
      terms used but not otherwise defined herein shall have the meanings set forth
      in
      the Pooling and Servicing Agreement.

     

    Section
      1. Conveyance
      of Subsequent Loans.

     

    (a) The
      Depositor does hereby sell, transfer, assign, set over and convey to the Trustee
      in trust, on behalf of the Trust Fund, without recourse, all of its right,
      title
      and interest in and to the Subsequent Loans, and including all amounts due
      on
      the Subsequent Loans after the related Subsequent Cut-Off Date, and all items
      with respect to the Subsequent Loans to be delivered pursuant to Section 2.1
      of
      the Pooling and Servicing Agreement; provided, however that the Depositor
      reserves and retains all right, title and interest in and to amounts due on
      the
      Subsequent Loans on or prior to the related Subsequent Cut-Off Date. The
      Depositor, contemporaneously with the delivery of this Agreement, has delivered
      or caused to be delivered to the Trustee each item set forth in Section 2.1
      of
      the Pooling and Servicing Agreement. The transfer to the Trustee by the
      Depositor of the Subsequent Loans identified on the Loan Schedule shall be
      absolute and is intended by the Depositor, the Trustee and the
      Certificateholders to constitute and to be treated as a sale by the Depositor
      to
      the Trust Fund.

     

    (b) The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey to the Trustee without recourse
      for the benefit of the Certificateholders all the right, title and interest
      of
      the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement,
      dated the date hereof, between the Depositor as purchaser and the Mortgage
      Loan
      Seller as seller, to the extent of the Subsequent Loans.

     

    (c) Additional
      terms of the sale are set forth on Attachment A hereto.

     

    Section
      2. Representations
      and Warranties; Conditions Precedent.

     

    (a) The
      Depositor hereby confirms that each of the conditions and the representations
      and warranties set forth in Section 2.6 of the Pooling and Servicing Agreement
      are satisfied as of the date hereof.

     


    
      
        
        

      

      
        E-1

        
          

        

      

      
        
        

      

    


    


     

    (b) All
      terms
      and conditions of the Pooling and Servicing Agreement are hereby ratified and
      confirmed; provided, however, that in the event of any conflict, the provisions
      of this Instrument shall control over the conflicting provisions of the Pooling
      and Servicing Agreement.

     

    Section
      3. Recordation
      of Instrument.

     

    To
      the
      extent permitted by applicable law, this Instrument, or a memorandum thereof
      if
      permitted under applicable law, is subject to recordation in all appropriate
      public offices for real property records in all of the counties or other
      comparable jurisdictions in which any or all of the properties subject to the
      Mortgages are situated, and in any other appropriate public recording office
      or
      elsewhere, such recordation to be effected by the Depositor at the
      Certificateholders’ expense on direction of the related Certificateholders, but
      only when accompanied by an Opinion of Counsel to the effect that such
      recordation materially and beneficially affects the interests of the
      Certificateholders or is necessary for the administration or servicing of the
      Mortgage Loans.

     

    Section
      4. Governing
      Law.

     

    This
      Instrument shall be construed in accordance with the laws of the State of New
      York and the obligations, rights and remedies of the parties hereunder shall
      be
      determined in accordance with such laws, without giving effect to principles
      of
      conflicts of law (other than Section 5-1401 of the New York General Obligations
      Law).

     

    Section
      5. Counterparts.

     

    This
      Instrument may be executed in one or more counterparts and by the different
      parties hereto on separate counterparts, each of which, when so executed, shall
      be deemed to be an original; such counterparts, together, shall constitute
      one
      and the same instrument.

     

    Section
      6. Successors
      and Assigns.

     

    This
      Instrument shall inure to the benefit of and be binding upon the Depositor
      and
      the Trustee and their respective successors and assigns.

     


    
      
        
        

      

      
        E-2

        
          

        

      

      
        
        

      

    


    


     

    
      	
              DEUTSCHE
                MORTGAGE SECURITIES, INC.

            
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 
	 	 
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 
	 	 
	 	 
	
              [NAME
                OF TRUSTEE], as Trustee for Deutsche Mortgage Securities, Inc. Mortgage
                Loan Trust, Series 200[__]-[__], Mortgage Pass-Through
                Certificates

            
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 


    

    


     

     

    Attachments

    
      	A.	
              Additional
                terms of sale.

            


    

    
      	
              B.

            	
              Schedule
                of Subsequent Mortgage Loans.

            


    

     

    


    
      
        
        

      

      
        E-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      F

    


    SERVICING
      CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

    


    The
      assessment of compliance to be delivered by [the Master Servicer] [the Servicer]
      [Name of Subservicer] shall address, at a minimum, the criteria identified
      as
      below as “Applicable Servicing Criteria”:

    


    
      	
              SERVICING
                CRITERIA 

            	
              RELEVANT
                SERVICING CRITERIA

            
	
              Reference

            	
              Criteria

            	
               

            
	
               

            	
              General
                Servicing Considerations

            	
               

            
	
              1122(d)(1)(i)

            	
              Policies
                and procedures are instituted to monitor any performance or other
                triggers
                and events of default in accordance with the transaction
                agreements.

            	
              X

            
	
              1122(d)(1)(ii)

            	
              If
                any material servicing activities are outsourced to third parties,
                policies and procedures are instituted to monitor the third party’s
                performance and compliance with such servicing activities.

            	
              X

            
	
              1122(d)(1)(iii)

            	
              Any
                requirements in the transaction agreements to maintain a back-up
                servicer
                for the mortgage loans are maintained.

            	 
	
              1122(d)(1)(iv)

            	
              A
                fidelity bond and errors and omissions policy is in effect on the
                party
                participating in the servicing function throughout the reporting
                period in
                the amount of coverage required by and otherwise in accordance with
                the
                terms of the transaction agreements.

            	
              X

            
	
               

            	
              Cash
                Collection and Administration

            	
              X

            
	
              1122(d)(2)(i)

            	
              Payments
                on mortgage loans are deposited into the appropriate custodial bank
                accounts and related bank clearing accounts no more than two business
                days
                following receipt, or such other number of days specified in the
                transaction agreements.

            	
              X

            
	
              1122(d)(2)(ii)

            	
              Disbursements
                made via wire transfer on behalf of an obligor or to an investor
                are made
                only by authorized personnel.

            	
              X

            
	
              1122(d)(2)(iii)

            	
              Advances
                of funds or guarantees regarding collections, cash flows or distributions,
                and any interest or other fees charged for such advances, are made,
                reviewed and approved as specified in the transaction
                agreements.

            	
              X

            
	
              1122(d)(2)(iv)

            	
              The
                related accounts for the transaction, such as cash reserve accounts
                or
                accounts established as a form of overcollateralization, are separately
                maintained (e.g., with respect to commingling of cash) as set forth
                in the
                transaction agreements.

            	
              X

            
	
              1122(d)(2)(v)

            	
              Each
                custodial account is maintained at a federally insured depository
                institution as set forth in the transaction agreements. For purposes
                of
                this criterion, “federally insured depository institution” with respect to
                a foreign financial institution means a foreign financial institution
                that
                meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
                Act.

            	
              X

            
	
              1122(d)(2)(vi)

            	
              Unissued
                checks are safeguarded so as to prevent unauthorized
                access.

            	
              X

            
	
              1122(d)(2)(vii)

            	
              Reconciliations
                are prepared on a monthly basis for all asset-backed securities related
                bank accounts, including custodial accounts and related bank clearing
                accounts. These reconciliations are (A) mathematically accurate;
                (B)
                prepared within 30 calendar days after the bank statement cutoff
                date, or
                such other number of days specified in the transaction agreements;
                (C)
                reviewed and approved by someone other than the person who prepared
                the
                reconciliation; and (D) contain explanations for reconciling items.
                These
                reconciling items are resolved within 90 calendar days of their original
                identification, or such other number of days specified in the transaction
                agreements.

            	
              X

            


    


    
      
        
        

      

      
        F-1

        
          

        

      

      
        
        

      

    


    


    
      	
              SERVICING
                CRITERIA 

            	
              RELEVANT
                SERVICING CRITERIA

            
	
              Reference

            	
              Criteria

            	
               

            
	
               

            	
              Investor
                Remittances and Reporting

            	
              X

            
	
              1122(d)(3)(i)

            	
              Reports
                to investors, including those to be filed with the Commission, are
                maintained in accordance with the transaction agreements and applicable
                Commission requirements. Specifically, such reports (A) are prepared
                in
                accordance with timeframes and other terms set forth in the transaction
                agreements; (B) provide information calculated in accordance with
                the
                terms specified in the transaction agreements; (C) are filed with
                the
                Commission as required by its rules and regulations; and (D) agree
                with
                investors’ or the trustee’s records as to the total unpaid principal
                balance and number of mortgage loans serviced by the
                Servicer.

            	
              X

            
	
              1122(d)(3)(ii)

            	
              Amounts
                due to investors are allocated and remitted in accordance with timeframes,
                distribution priority and other terms set forth in the transaction
                agreements.

            	
              X

            
	
              1122(d)(3)(iii)

            	
              Disbursements
                made to an investor are posted within two business days to the Servicer’s
                investor records, or such other number of days specified in the
                transaction agreements.

            	
              X

            
	
              1122(d)(3)(iv)

            	
              Amounts
                remitted to investors per the investor reports agree with cancelled
                checks, or other form of payment, or custodial bank
                statements.

            	
              X

            
	
               

            	
              Pool
                Asset Administration

            	
              X

            
	
              1122(d)(4)(i)

            	
              Collateral
                or security on mortgage loans is maintained as required by the transaction
                agreements or related mortgage loan documents.

            	
              X

            
	
              1122(d)(4)(ii)

            	
              Mortgage
                loan and related documents are safeguarded as required by the transaction
                agreements

            	
              X

            
	
              1122(d)(4)(iii)

            	
              Any
                additions, removals or substitutions to the asset pool are made,
                reviewed
                and approved in accordance with any conditions or requirements in
                the
                transaction agreements.

            	
              X

            
	
              1122(d)(4)(iv)

            	
              Payments
                on mortgage loans, including any payoffs, made in accordance with
                the
                related mortgage loan documents are posted to the Servicer’s obligor
                records maintained no more than two business days after receipt,
                or such
                other number of days specified in the transaction agreements, and
                allocated to principal, interest or other items (e.g., escrow) in
                accordance with the related mortgage loan documents.

            	
              X

            
	
              1122(d)(4)(v)

            	
              The
                Servicer’s records regarding the mortgage loans agree with the Servicer’s
                records with respect to an obligor’s unpaid principal
                balance.

            	
              X

            
	
              1122(d)(4)(vi)

            	
              Changes
                with respect to the terms or status of an obligor's mortgage loans
                (e.g.,
                loan modifications or re-agings) are made, reviewed and approved
                by
                authorized personnel in accordance with the transaction agreements
                and
                related pool asset documents.

            	
              X

            
	
              1122(d)(4)(vii)

            	
              Loss
                mitigation or recovery actions (e.g., forbearance plans, modifications
                and
                deeds in lieu of foreclosure, foreclosures and repossessions, as
                applicable) are initiated, conducted and concluded in accordance
                with the
                timeframes or other requirements established by the transaction
                agreements.

            	
              X

            
	
              1122(d)(4)(viii)

            	
              Records
                documenting collection efforts are maintained during the period a
                mortgage
                loan is delinquent in accordance with the transaction agreements.
                Such
                records are maintained on at least a monthly basis, or such other
                period
                specified in the transaction agreements, and describe the entity’s
                activities in monitoring delinquent mortgage loans including, for
                example,
                phone calls, letters and payment rescheduling plans in cases where
                delinquency is deemed temporary (e.g., illness or
                unemployment).

            	
              X

            
	
              1122(d)(4)(ix)

            	
              Adjustments
                to interest rates or rates of return for mortgage loans with variable
                rates are computed based on the related mortgage loan
                documents.

            	
              X

            


    


    
      
        
        

      

      
        F-2

        
          

        

      

      
        
        

      

    


    


    
      	
              SERVICING
                CRITERIA 

            	
              RELEVANT
                SERVICING CRITERIA

            
	
              Reference

            	
              Criteria

            	
               

            
	
              1122(d)(4)(x)

            	
              Regarding
                any funds held in trust for an obligor (such as escrow accounts):
                (A) such
                funds are analyzed, in accordance with the obligor’s mortgage loan
                documents, on at least an annual basis, or such other period specified
                in
                the transaction agreements; (B) interest on such funds is paid, or
                credited, to obligors in accordance with applicable mortgage loan
                documents and state laws; and (C) such funds are returned to the
                obligor
                within 30 calendar days of full repayment of the related mortgage
                loans,
                or such other number of days specified in the transaction
                agreements.

            	
              X

            
	
              1122(d)(4)(xi)

            	
              Payments
                made on behalf of an obligor (such as tax or insurance payments)
                are made
                on or before the related penalty or expiration dates, as indicated
                on the
                appropriate bills or notices for such payments, provided that such
                support
                has been received by the servicer at least 30 calendar days prior
                to these
                dates, or such other number of days specified in the transaction
                agreements.

            	
              X

            
	
              1122(d)(4)(xii)

            	
              Any
                late payment penalties in connection with any payment to be made
                on behalf
                of an obligor are paid from the servicer’s funds and not charged to the
                obligor, unless the late payment was due to the obligor’s error or
                omission.

            	
              X

            
	
              1122(d)(4)(xiii)

            	
              Disbursements
                made on behalf of an obligor are posted within two business days
                to the
                obligor’s records maintained by the servicer, or such other number of days
                specified in the transaction agreements.

            	
              X

            
	
              1122(d)(4)(xiv)

            	
              Delinquencies,
                charge-offs and uncollectible accounts are recognized and recorded
                in
                accordance with the transaction agreements.

            	
              X

            
	
              1122(d)(4)(xv)

            	
              Any
                external enhancement or other support, identified in Item 1114(a)(1)
                through (3) or Item 1115 of Regulation AB, is maintained as set forth
                in
                the transaction agreements.

            	 
	
               

            	
               

            	
               

            


    

    


     

    [NAME
      OF SERVICER] [MASTER SERVICER] [NAME OF SUBSERVICER]

     

    Date: _________________________

     

    


    By:

    Name:
       ________________________________
      

    Title:
       ________________________________

    


    
      
        
        

      

      
        F-3

        
          

        

      

      
        
        

      

    

    Schedule
      1122 (Pooling and Servicing Agreement)

     

    Assessments
      of Compliance and Attestation Reports Servicing
      Criteria2

    


    

      
        	
                Reg.
                  AB Item 1122(d) Servicing Criteria

              	 

                Depositor

              	
                Seller

              	
                Servicer

              	
                Trustee

              	
                Custodian

              	
                Paying
                  Agent

              	
                Master
                  Servicer

              	
                Securities
                  Administrator

              
	
                (1)

              	
                General
                  Servicing Considerations

              	 	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                (i)

              	
                monitoring
                  performance or other triggers and events of default

              	 	
                 

              	
                X

              	
                 

              	
                 

              	
                 

              	
                X

              	
                X

              
	
                 

              	
                (ii)

              	
                monitoring
                  performance of vendors of activities outsourced

              	 	
                 

              	
                X

              	
                 

              	
                 

              	 	
                X

              	 
	
                 

              	
                (iii)

              	
                maintenance
                  of back-up servicer for pool assets

              	 	
                 

              	 	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                (iv)

              	
                fidelity
                  bond and E&O policies in effect

              	 	
                 

              	
                X

              	
                 

              	
                 

              	
                 

              	
                X

              	 
	
                (2)

              	
                Cash
                  Collection and Administration

              	 	
                 

              	 	
                 

              	
                 

              	
                 

              	 	 
	
                 

              	
                (I)

              	
                TIMING
                  OF DEPOSITS TO CUSTODIAL ACCOUNT

              	 	
                 

              	
                X

              	
                 

              	
                 

              	
                X

              	
                X

              	
                X

              
	
                 

              	
                (II)

              	
                WIRE
                  TRANSFERS TO INVESTORS BY AUTHORIZED PERSONNEL

              	 	
                 

              	
                X

              	
                 

              	
                 

              	
                X

              	
                 

              	
                X

              
	
                 

              	
                (iii)

              	
                advances
                  or guarantees made, reviewed and approved as required

              	 	
                 

              	
                X

              	
                 

              	
                 

              	
                 

              	
                X

              	
                 

              
	
                 

              	
                (iv)

              	
                accounts
                  maintained as required

              	 	
                 

              	
                X

              	
                 

              	
                 

              	
                X

              	
                X

              	
                X

              
	
                 

              	
                (v)

              	
                accounts
                  at federally insured depository institutions

              	 	
                 

              	
                X

              	
                 

              	
                 

              	
                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

              	 	
                 

              	 	
                 

              	
                 

              	 	 	 


      

      
________________


    

    
      *
        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.

    

     

     

    
      
        
        

      

      
        F-4

        
          

        

      

      
        
        

      

    

     

    

       

         

        
          	
                  Reg.
                    AB Item 1122(d) Servicing Criteria

                	 

                  Depositor

                	
                  Seller

                	
                  Servicer

                	
                  Trustee

                	
                  Custodian

                	
                  Paying
                    Agent

                	
                  Master
                    Servicer

                	
                  Securities
                    Administrator

                
	
                   

                	
                  (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

                	
                   

                	
                   

                	
                   

                	
                  X

                	
                   

                
	
                   

                	
                  (xv)

                	
                  maintenance
                    of external credit enhancement or other support

                	 	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                	
                  X

                


        

         

      

    


    
      
        
        

      

      
        F-5

        
          

        

      

      
        
        

      

    


    EXHIBIT
      G

    


    FORM
      OF
      BACK-UP CERTIFICATION TO FORM 10-K CERTIFICATE

     

    This
      certificate is being delivered pursuant to Section 3.17 of the Pooling and
      Servicing Agreement, dated as of [________] 1, 200[__] (the “Agreement”), among
      Deutsche Mortgage Securities, Inc., as depositor (the “Depositor”),
      [____________] as master servicer (in that capacity, the “Master Servicer”) and
      securities Administrator and [___________________] as trustee (the “Trustee”).
      Capitalized terms used herein and not otherwise defined have the meanings set
      forth in the Agreement.

     

    I,
      [identify the certifying individual], on behalf of [_______________], as trustee
      (the “Trustee”) certify that:

     

    1. I
      have
      reviewed the annual report on Form 10-K for the fiscal year [___], and all
      reports on Form 8-K containing distribution or servicing reports filed in
      respect of periods included in the year covered by that annual report, of the
      trust (the “Trust”) created pursuant to the Agreement; and

     

    2. Based
      on
      my knowledge, the distribution information in these reports and any other
      information provided by the Trustee for inclusion in these reports, taken as
      a
      whole, does not contain any untrue statement of a material fact or omit to
      state
      a material fact necessary to make the statements made, in light of the
      circumstances under which the statements were made, not misleading as of the
      last day of the period covered by that annual report.

     

    


     

    
      	
              Date:

            	
               

            
	 	 
	
              [Signature]

            	 
	
              Name:

            	 
	
              Title:

            	 


    

    


     


    
      
        
        

      

      
        G-1

        
          

        

      

      
        
        

      

    


    SCHEDULE
      1

     

    LOAN
      SCHEDULE

     

    [PROVIDED
      UPON REQUEST]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      2

     

    PREPAYMENT
      CHARGE SCHEDULE

     

    [PROVIDED
      UPON REQUEST]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      3

     

    IDENTIFIED
      SUBSEQUENT LOANS

     

    [PROVIDED
      UPON REQUEST]