POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

You are currently viewing:

This Pooling and Servicing Agreement involves

DEUTSCHE ALT-B SECURITIES MORTGAGE LOAN TRUST, SERIES 2006-A | DEUTSCHE ALT-A SECURITIES, INC | WELLS FARGO BANK, NATIONAL ASSOCIATION | HSBC BANK USA, NATIONAL ASSOCIATION

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.

Title: POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 10/13/2006

DEUTSCHE ALT-A SECURITIES, INC.

Depositor

and

WELLS FARGO BANK, NATIONAL ASSOCIATION

Master Servicer and Securities Administrator

and

HSBC BANK USA, NATIONAL ASSOCIATION

Trustee

_____________________

POOLING AND SERVICING AGREEMENT

Dated as of September 1, 2006

_____________________

Mortgage Pass-Through Certificates

Series 2006-AB4

TABLE OF CONTENTS

ARTICLE I DEFINITIONS

Section 1.01

Definitions.

Section 1.02

Allocation of Certain Interest Shortfalls.

ARTICLE II CONVEYANCE OF TRUST FUND; ORIGINAL ISSUANCE OF

CERTIFICATES

Section 2.01

Conveyance of Trust Fund.

Section 2.02

Acceptance by Trustee.

Section 2.03

Repurchase or Substitution of Loans.

Section 2.04

Authentication and Delivery of Certificates; Designation of Certificates as

REMIC Regular and Residual Interests.

Section 2.05

Representations and Warranties of the Master Servicer.

Section 2.06

Conveyance of Subsequent Loans.

Section 2.07

Establishment of the Trust.

Section 2.08

Purpose and Powers of the Trust.

ARTICLE III ADMINISTRATION AND SERVICING OF THE LOANS; ACCOUNTS

Section 3.01

Master Servicer.

Section 3.02

REMIC-Related Covenants.

Section 3.03

Monitoring of Servicers.

Section 3.04

Fidelity Bond.

Section 3.05

Power to Act; Procedures.

Section 3.06

Due-on-Sale Clauses; Assumption Agreements.

Section 3.07

Release of Mortgage Files.

Section 3.08

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

for Trustee.

Section 3.09

Standard Hazard Insurance and Flood Insurance Policies.

Section 3.10

Presentment of Claims and Collection of Proceeds.

Section 3.11

Maintenance of the Primary Mortgage Insurance Policies.

Section 3.12

Trustee to Retain Possession of Certain Insurance Policies and Documents.

Section 3.13

Realization Upon Defaulted Loans.

Section 3.14

Compensation for the Master Servicer.

Section 3.15

REO Property.

Section 3.16

Annual Statement as to Compliance.

Section 3.17

Assessments of Compliance.

Section 3.18

Attestation Reports.

Section 3.19

Annual Certification.

Section 3.20

Intention of the Parties and Interpretation; Additional Information; Notice.

Section 3.21

Obligation of the Master Servicer in Respect of Compensating Interest.

Section 3.22

Protected Accounts.

Section 3.23

Distribution Account.

Section 3.24

Permitted Withdrawals and Transfers from the Distribution Account.

Section 3.25

Reserve Fund.

Section 3.26

Pre-Funding Account.

Section 3.27

Capitalized Interest Account.

Section 3.28

Prepayment Penalty Verification.

Section 3.29

Reports Filed with Securities and Exchange Commission.

Section 3.30

Special Servicing.

101

Section 3.31

Purchase of Delinquent Loans.

101

ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS; ADVANCES; STATEMENTS

AND REPORTS

103

Section 4.01

Distributions to Certificateholders.

103

Section 4.02

Allocation of Realized Losses.

112

Section 4.03

Statements to Certificateholders.

114

Section 4.04

Advances.

116

Section 4.05

Compliance with Withholding Requirements.

117

Section 4.06

REMIC Distributions.

117

Section 4.07

Compliance with Withholding Requirements.

117

Section 4.08

[Reserved]

118

Section 4.09

[Reserved]

118

Section 4.10

Swap Account

118

Section 4.11

Supplemental Interest Trust.

119

ARTICLE V THE CERTIFICATES

119

Section 5.01

The Certificates.

119

Section 5.02

Certificates Issuable in Classes; Distributions of Principal and Interest;

Authorized Denominations.

119

Section 5.03

Registration of Transfer and Exchange of Certificates.

120

Section 5.04

Mutilated, Destroyed, Lost or Stolen Certificates.

125

Section 5.05

Persons Deemed Owners.

125

ARTICLE VI THE DEPOSITOR, MASTER SERVICER AND THE CREDIT RISK

MANAGER

127

Section 6.01

Liability of the Depositor and the Master Servicer.

127

Section 6.02

Merger or Consolidation of the Depositor or the Master Servicer.

127

Section 6.03

Limitation on Liability of the Depositor, the Master Servicer, the Servicers, the

Securities Administrator and Others.

127

Section 6.04

Limitation on Resignation of the Master Servicer.

128

Section 6.05

Assignment of Master Servicing.

129

Section 6.06

Rights of the Depositor in Respect of the Master Servicer.

129

Section 6.07

Duties of the Credit Risk Manager.

130

Section 6.08

Limitation Upon Liability of the Credit Risk Manager.

130

Section 6.09

Removal of the Credit Risk Manager.

130

Section 6.10

Transfer of Servicing by the Seller of Certain Loans Serviced by GMACM and

Countrywide; Special Servicer.

131

ARTICLE VII DEFAULT

133

Section 7.01

Master Servicer Events of Default.

133

Section 7.02

Trustee to Act; Appointment of Successor.

135

Section 7.03

Notification to Certificateholders.

136

Section 7.04

Waiver of Master Servicer Events of Default.

136

ARTICLE VIII CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

137

Section 8.01

Duties of Trustee and Securities Administrator.

137

Section 8.02

Certain Matters Affecting Trustee and Securities Administrator.

138

Section 8.03

Trustee and Securities Administrator not Liable for Certificates or Loans.

140

Section 8.04

Trustee, Master Servicer and Securities Administrator May Own Certificates.

140

Section 8.05

Fees and Expenses of Trustee and Securities Administrator.

141

Section 8.06

Eligibility Requirements for Trustee and Securities Administrator.

141

Section 8.07

Resignation and Removal of Trustee and Securities Administrator.

142

Section 8.08

Successor Trustee or Securities Administrator.

143

Section 8.09

Merger or Consolidation of Trustee or Securities Administrator.

144

Section 8.10

Appointment of Co-Trustee or Separate Trustee.

144

Section 8.11

Appointment of Office or Agency.

145

Section 8.12

Representations and Warranties of the Trustee.

145

ARTICLE IX TERMINATION

147

Section 9.01

Termination Upon Purchase or Liquidation of All Loans.

147

Section 9.02

Additional Termination Requirements.

149

ARTICLE X REMIC PROVISIONS

151

Section 10.01

REMIC Administration.

151

Section 10.02

Prohibited Transactions and Activities.

154

Section 10.03

Indemnification.

154

ARTICLE XI MISCELLANEOUS PROVISIONS

156

Section 11.01

Amendment.

156

Section 11.02

Recordation of Agreement; Counterparts.

157

Section 11.03

Limitation on Rights of Certificateholders.

157

Section 11.04

Governing Law.

158

Section 11.05

Notices.

158

Section 11.06

Severability of Provisions.

159

Section 11.07

Notice to Rating Agencies.

159

Section 11.08

Article and Section References.

160

Section 11.09

Grant of Security Interest.

160

ARTICLE XII CERTAIN MATTERS REGARDING THE CERTIFICATE INSURER

162

Section 12.01

Exercise of Rights of Holder of the Insured Certificates.

162

Section 12.02

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

162

Section 12.03

Trust Fund and Accounts Held for Benefit of Insurer.

162

Section 12.04

Claims Upon the Policy; Policy Payments Account.

163

Section 12.05

Effect of Payments by Insurer; Subrogation.

166

Section 12.06

Notices to Insurer.

167

Section 12.07

Third Party Beneficiary.

167

Section 12.08

Trustee to Hold the Policy.

167

Section 12.09

Termination of Certain of Insurer’s Rights.

167

Section 12.10

Survival of Indemnification.

167

EXHIBITS

Exhibit A-1

Form of Senior Certificates

Exhibit A-2

Form of Mezzanine Certificates

Exhibit A-3

Form of Class CE Certificates

Exhibit A-4

Form of Class P Certificates

Exhibit A-5

Form of Class R Certificates

Exhibit

[Reserved]

Exhibit C

Form of Transfer Affidavit

Exhibit D

Form of Transferor Certificate

Exhibit E

Form of Investment Letter (Non-Rule 144A)

Exhibit F

Form of Rule 144A Investment Letter

Exhibit G

ERISA Representation Letter

Exhibit H

Form of Addition Notice

Exhibit I

Form of Subsequent Transfer Instrument

Exhibit J

Mortgage Loan Purchase Agreement between the Depositor and the Seller

Exhibit K-1

Form 10-D Reporting Responsibility

Exhibit K-2

Form 8-K Reporting Responsibility

Exhibit K-3

Form 10-K Reporting Responsibility

Exhibit L

Form of Servicer Certification

Exhibit M

Servicing Criteria

Exhibit N

Additional Disclosure Notification

Exhibit O

Reserved

Exhibit P

Form of Swap Agreement

Schedule One

Loan Schedule

Schedule Two

Prepayment Charge Schedule

Schedule Three -

Identified Subsequent Loans

Schedule Four -

Trust Prepayment Charge Schedule

This Pooling and Servicing Agreement, dated and effective as of September 1, 2006 (this “Agreement”), is executed by and among Deutsche Alt-A Securities, Inc., as depositor (the “Depositor”), Wells Fargo Bank, National Association, as master servicer (the “Master Servicer”) and securities administrator (the “Securities Administrator”), and HSBC Bank USA, National Association as trustee (the “Trustee”). Capitalized terms used in this Agreement and not otherwise defined have the meanings ascribed to such terms in Article I hereof.

PRELIMINARY STATEMENT

The Depositor at the Closing Date is the owner of the Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. The Trust Fund will consist of a segregated pool of assets comprised of the Loans, including the Subsequent Loans and certain other assets. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Loans and certain other assets and will be the owner of the Certificates. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and for the benefit of the Insurer. The Depositor, the Master Servicer, the Securities Administrator and the Trustee are entering into this Agreement, and the Trustee is accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.

The Certificates issued hereunder, other than the Class CE, Class P and Class R Certificates, have been offered for sale pursuant to a Prospectus, dated May 19, 2006, a Free Writing Prospectus dated September 26, 2006 and a Prospectus Supplement, dated September 28, 2006 of the Depositor (together, the “Prospectus”). The Trust Fund created hereunder is intended to be the “Issuing Entity” as described in the Prospectus and the Certificates are intended to be the “Certificates” described therein.

The Trustee shall elect that each of REMIC I, REMIC II, REMIC III and REMIC IV be treated as a REMIC under Section 860D of the Code. Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. The assets of REMIC I shall include the Loans, the accounts (other than the Capitalized Interest Account, the Pre-Funding Account, the Reserve Fund and the Swap Account), any REO Property, and any proceeds of the foregoing, but shall not include the Swap Agreement, the Supplemental Interest Trust and any Prepayment Charges that do not constitute Trust Prepayment Charges). The REMIC I Regular Interests shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III Regular Interests shall constitute the assets of REMIC IV (the “Master REMIC”). The Class R Certificate shall represent ownership of the sole class of residual interest in each REMIC formed hereby. For purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each regular interest created hereby shall be the 36th month following the latest maturity date of any Loan held in the Trust on the Closing Date.

REMIC I:

The following table sets forth the designations, principal balances, and interest rates for each interest in REMIC I, each of which (other than the R-I interest) is hereby designated as a regular interest in REMIC I (the “REMIC I Regular Interests”):

REMIC Interest	Initial Principal Balance of REMIC Interest	Interest Rate
T1-P&I	⁽¹⁾	⁽²⁾
T1-Subs-PO	⁽³⁾	⁽⁴⁾
T1-Subs-IO	⁽⁵⁾	⁽⁵⁾
R-I	⁽⁶⁾	⁽⁶⁾

____________________

(1)

This interest shall have an initial principal balance equal to the aggregate Principal Balance of the Loans (other than the Subsequent Loans) as of the Cut-off Date.

(2)

This interest shall bear interest at the weighted average of the Net Mortgage Rates of the Loans other than the Subsequent Loans.

(3)

This interest shall have an initial principal balance equal to the Original Pre-Funded Amount.

(4)

For the first three Distribution Dates, this interest shall not bear interest. Thereafter, this interest shall bear interest at the weighted average of the Net Mortgage Rates of the Subsequent Loans.

(5)

This interest shall be an interest-only interest. For the first three Distribution Dates, this interest shall be entitled to receive all interest that accrues on the Subsequent Loans.

(6)

The R-I interest shall not have a principal balance and shall not bear interest. The R-I interest is hereby designated as the sole class of residual interest in REMIC I.

On each Distribution Date, interest shall be allocated with respect to the interests in REMIC I based on the above-described interest rates.

On each Distribution Date, principal shall be distributed, and Realized Losses shall be allocated, among the interests in REMIC I in the following order of priority:

(a)

First, to the T1-P&I interest, all such amounts relating to the Loans other than the Subsequent Loans; and

(b)

Second, to the T1-Subs-PO, all such amounts relating to the Subsequent Loans.

On each Distribution Date, all Trust Prepayment Charges received in respect of the Subsequent Loans shall be allocated to the T1-Subs-PO interest, and all Trust Prepayment Charges received in respect of the Initial Loans shall be allocated to the T1-P&I interest.

REMIC II:

The following table sets forth the designations, principal balances, and interest rates for each interest in REMIC II, each of which (other than the R-II interest) is hereby designated as a regular interest in REMIC II (the “REMIC II Regular Interests”):

REMIC Interest	Initial Principal Balance of REMIC Interest	Interest Rate
T2-A	⁽⁵⁾	⁽¹⁾
T2-F1	$ 3,053,716.51	⁽²⁾
T2-V1	$ 3,053,716.51	⁽³⁾
T2-F2	$ 3,672,576.72	⁽²⁾
T2-V2	$ 3,672,576.72	⁽³⁾
T2-F3	$ 3,464,793.59	⁽²⁾
T2-V3	$ 3,464,793.59	⁽³⁾
T2-F4	$ 3,268,755.86	⁽²⁾
T2-V4	$ 3,268,755.86	⁽³⁾
T2-F5	$ 3,083,800.10	⁽²⁾
T2-V5	$ 3,083,800.10	⁽³⁾
T2-F6	$ 2,909,300.34	⁽²⁾
T2-V6	$ 2,909,300.34	⁽³⁾
T2-F7	$ 2,744,665.96	⁽²⁾
T2-V7	$ 2,744,665.96	⁽³⁾
T2-F8	$ 2,589,339.64	⁽²⁾
T2-V8	$ 2,589,339.64	⁽³⁾
T2-F9	$ 2,442,795.55	⁽²⁾
T2-V9	$ 2,442,795.55	⁽³⁾
T2-F10	$ 2,304,537.54	⁽²⁾
T2-V10	$ 2,304,537.54	⁽³⁾
T2-F11	$ 2,174,097.47	⁽²⁾
T2-V11	$ 2,174,097.47	⁽³⁾
T2-F12	$ 2,051,033.62	⁽²⁾
T2-V12	$ 2,051,033.62	⁽³⁾
T2-F13	$ 1,934,929.23	⁽²⁾
T2-V13	$ 1,934,929.23	⁽³⁾
T2-F14	$ 1,825,391.04	⁽²⁾
T2-V14	$ 1,825,391.04	⁽³⁾
T2-F15	$ 1,722,048.03	⁽²⁾
T2-V15	$ 1,722,048.03	⁽³⁾
T2-F16	$ 344,893.02	⁽²⁾
T2-V16	$ 344,893.02	⁽³⁾
T2-F17	$ 245,210.71	⁽²⁾
T2-V17	$ 245,210.71	⁽³⁾
T2-F18	$ 231,325.90	⁽²⁾
T2-V18	$ 231,325.90	⁽³⁾
T2-F19	$ 218,226.53	⁽²⁾
T2-V19	$ 218,226.53	⁽³⁾
T2-F20	$ 205,887.17	⁽²⁾
T2-V20	$ 205,887.17	⁽³⁾
T2-F21	$ 194,226.51	⁽²⁾
T2-V21	$ 194,226.51	⁽³⁾
T2-F22	$ 183,225.10	⁽²⁾
T2-V22	$ 183,225.10	⁽³⁾
T2-F23	$ 172,846.19	⁽²⁾
T2-V23	$ 172,846.19	⁽³⁾
T2-F24	$ 163,054.61	⁽²⁾
T2-V24	$ 163,054.61	⁽³⁾
T2-F25	$ 753,823.10	⁽²⁾
T2-V25	$ 753,823.10	⁽³⁾
T2-Subs-IO ⁽⁷⁾	⁽⁴⁾	⁽⁴⁾
R-II	⁽⁶⁾	⁽⁶⁾

____________________

(1)

The interest rate with respect to any Distribution Date (and the related Interest Accrual Period) for the T2-A Interest is a per annum rate equal to the weighted average of the interest rates of the regular interests in REMIC I other than any interest-only regular interest (the “REMIC Net WAC Rate”).

(2)

The interest rate with respect to any Distribution Date (and the related Interest Accrual Period) for this interest is a per annum rate equal to the lesser of (i) the REMIC Swap Rate, and (ii) the product of (a) the REMIC Net WAC Rate and (b) 2.

(3)

For any Distribution Date (and the related Interest Accrual Period) the interest rate for each of these Lower Tier Interests shall be the excess, if any, of (i) the product of (a) the REMIC Net WAC Rate and (b) 2, over (ii) the REMIC Swap Rate.

(4)

This interest shall be an interest-only interest. This interest shall be entitled to receive all interest that accrues on the T1-Subs-IO interest.

(5)

This interest shall have an initial principal balance equal to the excess of (i) the aggregate initial principal balance of the REMIC I Regular Interests over (ii) the aggregate initial principal balance of all remaining REMIC II Regular Interests.

(6)

The R-II interest shall not have a principal balance and shall not bear interest. The R-II interest is hereby designated as the sole class of residual interest in REMIC II.

(7)

This interest shall also be entitled to all Trust Prepayment Charges received in respect of the Loans.

On each Distribution Date, interest shall be allocated with respect to the interests in REMIC II based on the above-described interest rates.

On each Distribution Date, all Realized Losses and all payments of principal shall be allocated in the following order of priority:

(a)

First, to the T2-A interest until the outstanding principal balance of such interest is reduced to zero, and

(b)

Second, sequentially, to the other REMIC II Regular Interests in ascending order of their numerical designation, and, with respect to each pair of REMIC II Regular Interests having the same numerical designation, in equal amounts to each such REMIC II Regular Interest, until the principal balance of each is reduced to zero.

REMIC III:

The following table sets forth the designations, principal balances, and interest rates for each interest in REMIC III, each of which (other than the R-III interest) is hereby designated as a regular interest in REMIC III (the “REMIC III Regular Interests”):

REMIC Interest	Initial Principal Balance of REMIC Interest	Interest Rate	Corresponding Class of Certificate
T3-A-1A ⁽⁵⁾	⁽⁶⁾	⁽¹⁾	A-1A
T3-A-1B1 ⁽⁵⁾	⁽⁶⁾	⁽¹⁾	A-1B-1
T3-A-1B2 ⁽⁵⁾	⁽⁶⁾	⁽¹⁾	A-1B-2
T3-A-1C ⁽⁵⁾	⁽⁶⁾	⁽¹⁾	A-1C
T3-A-2 ⁽⁵⁾	⁽⁶⁾	⁽¹⁾	A-2
T3-A-3 ⁽⁵⁾	⁽⁶⁾	⁽¹⁾	A-3
T3-A-3A1 ⁽⁵⁾	⁽⁶⁾	⁽¹⁾	A-3A-1
T3-A-3A2 ⁽⁵⁾	⁽⁶⁾	⁽¹⁾	A-3A-2
T3-A-4A ⁽⁵⁾	⁽⁶⁾	⁽¹⁾	A-4A
T3-A-4B ⁽⁵⁾	⁽⁶⁾	⁽¹⁾	A-4B
T3-A-4C ⁽⁵⁾	⁽⁶⁾	⁽¹⁾	A-4C
T3-A-5 ⁽⁵⁾	⁽⁶⁾	⁽¹⁾	A-5
T3-A-6A1 ⁽⁵⁾	⁽⁶⁾	⁽¹⁾	A-6A-1
T3-A-6A2 ⁽⁵⁾	⁽⁶⁾	⁽¹⁾	A-6A-2
T3-A-7 ⁽⁵⁾	⁽⁶⁾	⁽¹⁾	A-7
T3-M-1 ⁽⁵⁾	⁽⁶⁾	⁽¹⁾	M-1
T3-M-2 ⁽⁵⁾	⁽⁶⁾	⁽¹⁾	M-2
T3-M-3 ⁽⁵⁾	⁽⁶⁾	⁽¹⁾	M-3
T3-M-4 ⁽⁵⁾	⁽⁶⁾	⁽¹⁾	M-4
T3-M-5 ⁽⁵⁾	⁽⁶⁾	⁽¹⁾	M-5
T3-M-6 ⁽⁵⁾	⁽⁶⁾	⁽¹⁾	M-6
T3-M-7 ⁽⁵⁾	⁽⁶⁾	⁽¹⁾	M-7
T3-M-8 ⁽⁵⁾	⁽⁶⁾	⁽¹⁾	M-8
T3-M-9 ⁽⁵⁾	⁽⁶⁾	⁽¹⁾	M-9
T3-M-10 ⁽⁵⁾	⁽⁶⁾	⁽¹⁾	M-10
T3-M-11 ⁽⁵⁾	⁽⁶⁾	⁽¹⁾	M-11
T3-M-12 ⁽⁵⁾	⁽⁶⁾	⁽¹⁾	M-12
T3-M-13 ⁽⁵⁾	⁽⁶⁾	⁽¹⁾	M-13
T3-M-14 ⁽⁵⁾	⁽⁶⁾	⁽¹⁾	M-14
T3-M-15 ⁽⁵⁾	⁽⁶⁾	⁽¹⁾	M-15
T3-P ⁽⁵⁾	⁽⁶⁾	⁽¹⁾	P
T3-Accrual Interest ⁽⁸⁾	⁽⁷⁾	⁽¹⁾	N/A
T3-IO	⁽²⁾	⁽²⁾	N/A
T3-Subs-IO	⁽³⁾	⁽³⁾	N/A
R-III	⁽⁴⁾	⁽⁴⁾	N/A

____________________

(1)

The interest rate for each of these interests (the “REMIC Maximum Rate”) with respect to any Distribution Date (and the related Interest Accrual Period) is a per annum rate equal to the weighted average of the interest rates on the REMIC II Regular Interests (other than any interest-only regular interest), provided , however , that for any Distribution Date on which the Class T3-IO Interest is entitled to a portion of the interest accruals on a REMIC II Regular Interest having an “F” in its class designation, as described in footnote two below, such weighted average shall be computed by first subjecting the rate on such REMIC II interest to a cap equal to the product of the interest rate used to compute the Net Swap Payment adjusted to reflect the day count convention used for such interest rate (“Swap LIBOR”) for such Distribution Date and 2.

(2)

The Class T3-IO is an interest only class that does not have a principal balance. For only those Distribution Dates listed in the first column in the table below, the Class T3-IO shall be entitled to interest accrued on the REMIC II Regular Interest listed in the second column in the table below at a per annum rate equal to the excess, if any, of (i) the interest rate for such REMIC II Regular Interest for such Distribution Date over (ii) Swap LIBOR for such Distribution Date.

Distribution Dates	REMIC II Designation
1-36	T2-F1
1-37	T2-F2
1-38	T2-F3
1-39	T2-F4
1-40	T2-F5
1-41	T2-F6
1-42	T2-F7
1-43	T2-F8
1-44	T2-F9
1-45	T2-F10
1-46	T2-F11
1-47	T2-F12
1-48	T2-F13
1-49	T2-F14
1-50	T2-F15
1-51	T2-F16
1-52	T2-F17
1-53	T2-F18
1-54	T2-F19
1-55	T2-F20
1-56	T2-F21
1-57	T2-F22
1-58	T2-F23
1-59	T2-F24
1-60	T2-F25

(3)

This interest shall be an interest-only interest. This interest shall be entitled to receive all interest that accrues on the T2-Subs-IO interest.

(4)

The R-III interest shall not have a principal amount and shall not bear interest. The R-III interest is hereby designated as the sole class of residual interest in REMIC III.

(5)

This interest is a REMIC III Accretion Directed Class.

(6)

This interest shall have an initial principal balance equal to one-half of the initial Class Principal Balance of its Corresponding Class of Certificates.

(7)

This interest shall have an initial principal balance equal to the excess of (i) the aggregate initial principal balance of the REMIC II Regular Interests over (ii) the aggregate initial principal balance of the REMIC III Accretion Directed Classes.

(8)

This interest shall also be entitled to all Trust Prepayment Charges received in respect of the Loans.

On each Distribution Date, interest shall be allocated with respect to the interests in REMIC III based on the above-described interest rates, provided however, that interest that accrues on the T3-Accrual Interest shall be deferred to the extent necessary to make the distributions of principal described below. Any interest so deferred shall itself bear interest at the interest rate for the T3-Accrual Interest.

On each Distribution Date the principal distributed on the interests in REMIC II (together with an amount equal to the interest deferred on the T3-Accrual Interest for such Distribution Date) shall be distributed, and Realized Losses shall be allocated, among the interests in REMIC III in the following order of priority:

(a)

First, to each interest in REMIC III having a Corresponding Class in REMIC IV until the outstanding principal amount of each such interest equals one-half of the outstanding principal amount of such Corresponding Class for such interest immediately after such Distribution Date; and

(b)

Second, to the T3-Accrual Interest, any remaining amounts.

REMIC IV:

The following table sets forth characteristics of the interests in the Master REMIC, each of which, except for the Class R-IV interest, is hereby designated as a “regular interest” in REMIC IV (the “REMIC IV Regular Interests”):

REMIC Interests	Initial Balance	Interest Rate	Corresponding Class of Certificates ⁽⁶⁾
T4-A-1A	⁽¹⁾	⁽³⁾	A-1A
T4-A-1B1	⁽¹⁾	⁽³⁾	A-1B-1
T4-A-1B2	⁽¹⁾	⁽³⁾	A-1B-2
T4-A-1C	⁽¹⁾	⁽³⁾	A-1C
T4-A-2	⁽¹⁾	⁽³⁾	A-2
T4-A-3	⁽¹⁾	⁽³⁾	A-3
T4-A-3A1	⁽¹⁾	⁽³⁾	A-3A-1
T4-A-3A2	⁽¹⁾	⁽³⁾	A-3A-2
T4-A-4A	⁽¹⁾	⁽³⁾	A-4A
T4-A-4B	⁽¹⁾	⁽³⁾	A-4B
T4-A-4C	⁽¹⁾	⁽³⁾	A-4C
T4-A-5	⁽¹⁾	⁽³⁾	A-5
T4-A-6A1	⁽¹⁾	⁽³⁾	A-6A-1
T4-A-6A2	⁽¹⁾	⁽³⁾	A-6A-2
T4-A-7	⁽¹⁾	⁽³⁾	A-7
T4-M-1	⁽¹⁾	⁽³⁾	M-1
T4-M-2	⁽¹⁾	⁽³⁾	M-2
T4-M-3	⁽¹⁾	⁽³⁾	M-3
T4-M-4	⁽¹⁾	⁽³⁾	M-4
T4-M-5	⁽¹⁾	⁽³⁾	M-5
T4-M-6	⁽¹⁾	⁽³⁾	M-6
T4-M-7	⁽¹⁾	⁽³⁾	M-7
T4-M-8	⁽¹⁾	⁽³⁾	M-8
T4-M-9	⁽¹⁾	⁽³⁾	M-9
T4-M-10	⁽¹⁾	⁽³⁾	M-10
T4-M-11	⁽¹⁾	⁽³⁾	M-11
T4-M-12	⁽¹⁾	⁽³⁾	M-12
T4-M-13	⁽¹⁾	⁽³⁾	M-13
T4-M-14	⁽¹⁾	⁽³⁾	M-14
T4-M-15	⁽¹⁾	⁽³⁾	M-15
T4-P	⁽¹⁾	⁽⁴⁾	P
T4-X	⁽¹⁾	⁽²⁾	CE
R-IV	⁽⁵⁾	⁽⁵⁾	R

____________________

(1)

This interest shall have an initial principal balance equal to the Initial Certificate Principal Balance of its Corresponding Class of Certificates.

(2)

The T4-X interest has a notional balance equal to the aggregate initial principal balance of the REMIC III Regular Interests. The interest rate of the T4-X interest shall be a rate sufficient to cause all net interest from the Loans to accrue on the T4-X interest that is in excess of the total amount of interest that accrues on each other regular interest in REMIC IV. For any Distribution Date, the interest rate in respect of the T4-X interest shall be the excess of: (i) the weighted average interest rate of all interests in REMIC III (other than any interest-only regular interest) over (ii) the product of: (A) two and (B) the weighted average interest rate of the REMIC III Accretion Directed Classes and the T3-Accrual Interest, where the T3-Accrual Interest is subject to a cap equal to zero and each REMIC III Accretion Directed Class is subject to a cap equal to the Pass-Through Rate on its Corresponding Class of Certificates, provided that, for purposes of determining the Pass-Through Rate, the REMIC Maximum Rate shall be substituted for the Net WAC Pass-Through Rate in the definition thereof. The T4-X interest shall also be entitled to principal equal to the excess of the sum of the aggregate Principal Balance of the Loans as of the Cut-off Date and the Original Pre-Funded Amount over the aggregate Initial Certificate Principal Balance of the other Certificates the Closing Date. Such principal balance shall not bear interest. Finally, the T4-X Interest shall be entitled to receive all amounts payable on the T3-Subs-IO and T3-IO interests.

(3)

This interest shall bear interest at the Pass-Through Rate for its Corresponding Class of Certificates, provided that, for purposes of determining the Pass-Through Rate, the REMIC Maximum Rate shall be substituted for the Net WAC Pass-Through Rate in the definition thereof.

(4)

The T3-P interest shall not be entitled to payments of interest, but shall be entitled to receive all Trust Prepayment Charges in respect of the Loans.

(5)

REMIC IV shall also issue the R-IV interest, which shall not have a principal amount and shall not bear interest. The R-IV interest is hereby designated as the sole class of residual interest in REMIC IV.

(6)

For purposes of the REMIC Provisions, the Class of Certificates corresponding to an interest in the Master REMIC shall represent beneficial ownership of such interest in the Master REMIC. Any amount distributed on a Corresponding Class of Certificates on any Distribution Date in excess of the amount distributable on each interest in the Master REMIC corresponding to such Class of Certificates shall be treated as having been paid from the Reserve Fund or the Supplemental Interest Trust, as applicable, and any amount distributable on each interest in the Master REMIC corresponding to such Class of Certificates on such Distribution Date in excess of the amount distributable on that Class of Certificates on such Distribution Date shall be treated as having been paid to the Supplemental Interest Trust, all pursuant to and as further provided in Section 10.1(l) hereof.

On each Distribution Date, interest shall be allocated with respect to the interests in REMIC IV based on the above-described interest rates.

On each Distribution Date, the principal distributed on the REMIC III interests shall be distributed, and Realized Losses shall be allocated, among the interests in REMIC IV in an amount equal to the principal distributions and Realized Loss allocations for such Distribution Date with respect to the Corresponding Class of Certificates related to such interests.

CERTIFICATES:

The following table sets forth characteristics of the Certificates:

Class Designation	Initial Certificate Principal Balance	Pass-Through Rate	Assumed Final Maturity Date (1)
Class A-1A	$ 205,500,000	6.005% ⁽²⁾	June 2008
Class A-1B-1	$ 210,800,000	LIBOR + 0.10% ⁽³⁾	March 2008
Class A-1B-2	$ 21,200,000	LIBOR + 0.08% ⁽³⁾	March 2008
Class A-1C	$ 45,200,000	6.000% ⁽²⁾	June 2008
ClassA-2	$ 195,803,000	5.650% ⁽²⁾	July 2009
Class A-3	$ 25,000,000	5.900% ⁽²⁾	June 2010
Class A-3A-1	$ 47,800,000	5.900% ⁽²⁾	June 2010
Class A-3A-2	$ 4,775,000	5.900% ⁽²⁾	June 2010
Class A-4A	$ 42,976,000	6.000% ⁽²⁾⁽⁷⁾	January 2011
Class A-4B	$ 66,046,000	6.000% ⁽²⁾⁽⁷⁾	September 2012
Class A-4C	$ 28,307,000	6.100% ⁽²⁾⁽⁷⁾	April 2013
Class A-5	$ 24,000,000	6.160% ⁽²⁾⁽⁷⁾	April 2013
Class A-6A-1	$ 73,893,000	5.869% ⁽²⁾⁽⁷⁾	April 2013
Class A-6A-2	$ 19,000,000	5.886% ⁽²⁾⁽⁷⁾	April 2013
Class A-7	$ 18,986,000	5.850% ⁽²⁾⁽⁷⁾	April 2013
Class M-1	$ 14,544,000	LIBOR + 0.37% ⁽⁴⁾	April 2013
Class M-2	$ 14,544,000	LIBOR + 0.39% ⁽⁴⁾	April 2013
Class M-3	$ 5,594,000	LIBOR + 0.40% ⁽⁴⁾	April 2013
Class M-4	$ 3,356,000	LIBOR + 0.42% ⁽⁴⁾	April 2013
Class M-5	$ 2,238,000	LIBOR + 0.45% ⁽⁴⁾	April 2013
Class M-6	$ 5,594,000	LIBOR + 0.46% ⁽⁴⁾	April 2013
Class M-7	$ 5,594,000	LIBOR + 0.47% ⁽⁴⁾	April 2013
Class M-8	$ 7,272,000	LIBOR + 0.52% ⁽⁴⁾	April 2013
Class M-9	$ 3,916,000	LIBOR + 1.00% ⁽⁴⁾	April 2013
Class M-10	$ 3,916,000	LIBOR + 1.20% ⁽⁴⁾	April 2013
Class M-11	$ 1,678,000	LIBOR + 2.00% ⁽⁴⁾	April 2013
Class M-12	$ 2,238,000	LIBOR + 2.00% ⁽⁴⁾	April 2013
Class M-13	$ 3,356,000	LIBOR + 2.00% ⁽⁴⁾	March 2013
Class M-14	$ 5,594,000	LIBOR + 2.00% ⁽⁴⁾	August 2012
Class M-15	$ 4,475,000	LIBOR + 2.00% ⁽⁴⁾	June 2011
Class CE	$ 5,594,010	(5)
Class P	$100	N/A ⁽⁶⁾
Class R	$0	N/A ⁽⁶⁾

________________

(1)

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

(2)

The Pass-Through Rate on the Class A-1A, Class A-1C, Class A-2, Class A-3A, Class A-3A-1, Class A-3A-2, Class A-4A, Class A-4B, Class A-4C, Class A-5, Class A-6-A-1, Class A-6A-2 and Class A-7 Certificates will be subject to the Net WAC Cap Rate.

(3)

The Pass-Through Rate on the Class A-1B-1 and Class A-1B-2 Certificates for the Interest Accrual Period related to each Distribution Date will be a per annum rate equal to the least of (i) One-Month LIBOR plus the respective margins, (ii) the Net WAC Cap Rate and (iii) 9.00% per annum.

(4)

The pass-through rate on the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10, Class M-11, Class M-12, Class M-13, Class M-14 and Class M-15 Certificates for the Interest Accrual Period related to each Distribution Date will be a per annum rate equal to the least of (i) One-Month LIBOR plus the respective margins, (ii) the Net WAC Cap Rate and (iii) 10.50% per annum. These certificates will be entitled to receive certain swap payments as described herein. If the optional termination is not exercised on the first possible Optional Termination Date, the applicable margins will increase by 1.5.

(5)

The Class CE Certificates will not accrue interest on its Certificate Principal Balance, but will be entitled to 100% of amounts distributed on the T4-X interest in REMIC IV.

(6)

The Class P and Class R Certificates will not accrue interest.

(7)

On the Distribution Date following the first Optional Termination Date, the Pass-Through Rates on the Class A-4A, Class A-4B, Class A-4C, Class A-5, Class A-6A-1, Class A-6A-2 and Class A-7 Certificates will increase by 0.50% per annum, subject to the Net WAC Cap Rate.

W I T N E S S E T H

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

ARTICLE I
DEFINITIONS

Section 1.01

Definitions .

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

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

Account : The Distribution Account, the Pre-Funding Account, the Capitalized Interest Account, the Swap Account, the Reserve Fund, the Policy Payments 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 2.06, 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 H.

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

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

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

Adjustable Rate Certificates : The Class A-1B-1 and Class A-1B-2 Certificates and the Mezzanine Certificates.

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

Advance : Either (i) a Monthly Advance made by a Servicer as such term is defined in and pursuant to the related Servicing Agreement or (ii) a Monthly Advance made by the Master Servicer or the Trustee pursuant to Section 4.04.

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

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

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

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

AHMS Servicing Agreement : The Master Mortgage Loan Purchase and Servicing Agreement, dated as of May 1, 2006, between the Seller, AHMS and DB Structured Products, Inc. (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.

Allocated Realized Loss Amount : With respect to any Class of Certificates (other than the Class P Certificates) and any Distribution Date, an amount equal to the sum of any Realized Loss allocated to that Class of Certificates on all prior Distribution Dates minus the sum of all payments in respect of Allocated Realized Loss Amounts distributed to that Class in connection with any Net Monthly Excess Cashflow on all previous Distribution Dates and, with respect to the Class A-1B-2, Class A-3A-2, Class A-4A, Class A-5 and Class A-7 Certificates, minus the sum of all amounts paid in respect of principal by the Insurer to such Certificates to cover Realized Losses allocated to those Classes.

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

Assignment Agreements : Shall mean (i) the Assumption and Recognition Agreement, dated as of September 29, 2006, among the Seller, the Depositor and AHMS, (ii) the Assignment, Assumption and Recognition Agreement, dated as of September 29, 2006, among the Seller, the Depositor and Countrywide, (iii) the two Assumption and Recognition Agreements, each dated as of September 29, 2006, among the Seller, the Depositor and GMACM, (iv) the Assignment, Assumption and Recognition Agreement, dated as of September 29, 2006, among the Seller, the Depositor and GreenPoint, (v) the Assignment, Assumption and Recognition Agreement, dated as of September 29, among the Seller, Depositor and Nat City, (vi) the Assignment, Assumption and Recognition Agreement, dated as of September 29, among the Seller, Depositor and PHH, (vii) the Assignment, Assumption and Recognition Agreement, dated as of September 29, 2006, among the Seller, the Depositor and Wells Fargo and (viii) the Assignment, Assumption and Recognition Agreement, dated as of September 29, 2006, among the Seller, the Depositor and JPMorgan.

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

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

(a)

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

(i)

all Prepaid Monthly Payments;

(ii)

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

(iii)

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

(iv)

Insurance Proceeds, Liquidation Proceeds and Subsequent Recoveries on the Loans received after the applicable Prepayment Period, or Subsequent Recoveries payable to the Class A-1B-2, Class A-3A-2, Class A-4A, Class A-5 and Class A-7 Certificates (which shall instead be paid to the Insurer);

(v)

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

(vi)

the Servicing Fee and the Credit Risk Management Fee for each such Loan for such Distribution Date;

(vii)

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

(viii)

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

(ix)

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

(b)

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

(c)

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

(d)

the total amount, to the extent not previously distributed, of all cash received by the Distribution Date by the Trustee or the Master Servicer, in respect of a Purchase Obligation under Section 2.03 or any permitted repurchase of a Loan or a purchase by the Special Servicer pursuant to Section 6.10.

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

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

Book-Entry Certificates : The Senior Certificates and the Mezzanine Certificates, beneficial ownership and transfers of which shall be made through book entries as described in Section 5.01 and Section 5.03.

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

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

Capitalized Interest Requirement : On the Closing Date, $0.00, 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 and A-5 hereto.

Certificate Principal Balance : The Certificate Principal Balance with respect to a Senior Certificate, Mezzanine Certificate or Class P Certificate outstanding at any time represents the then maximum amount that the holder of such Certificate is entitled to receive as distributions allocable to principal from the cash flow on the Loans and the other assets in the Trust Fund. The Certificate Principal Balance of a Senior Certificate, Mezzanine Certificate or Class P Certificate as of any date of determination is equal to the initial Certificate Principal Balance of such Certificate reduced by the aggregate of (i) all amounts allocable to principal previously distributed with respect to that Certificate; provided , however , that solely for purposes of determining the Insurer Premium payable to the Insurer and the Insurer’s rights as subrogee to the Holders of the Insured Certificates, the Certificate Principal Balance of any Insured Certificate shall be deemed not to be reduced by any principal amounts paid to the Holder thereof from payments made by the Insurer under the Policy, unless such amounts have been reimbursed to the Insurer pursuant to Section 4.01(a)(i)(C) and 4.01(a)(ii)(B), and (ii) any reductions in the Certificate Principal Balance of such Certificate deemed to have occurred in connection with allocations of Realized Losses, if any, plus any Subsequent Recoveries added to the Certificate Principal Balance of such Certificate pursuant to Section 5.04; provided , however , that to the extent that any Realized Loss was paid under the Policy, any Subsequent Recoveries payable to the Class A-1B-2, Class A-3A-2, Class A-4A, Class A-5 and Class A-7 Certificates shall be payable to the Insurer. The Certificate Principal Balance of the Class CE Certificates as of any date of determination is equal to the excess, if any, of (i) the sum of the then aggregate Principal Balance of the Loans and the amounts on deposit in the Pre-Funding Account over (ii) the then aggregate Certificate Principal Balance of the Senior Certificates, the Mezzanine Certificates and the Class P Certificates. The initial Certificate Principal Balance of each Class of Certificates is set forth in the Preliminary Statement hereto. When used in reference to a Class, the term Certificate Principal Balance means the aggregate of the Certificate Principal Balances of all Certificates of such Class, and when used in reference to a group of Classes (such as the Senior Certificates and Mezzanine Certificates) shall mean the aggregate Certificate Principal Balances of all Classes of Certificates included in such group.

Certificate Register : The register maintained pursuant to Section 5.03.

Certificateholder or Holder : The person in whose name a Certificate is registered in the Certificate Register, except that solely for the purposes of giving any consent pursuant to this Agreement, any Certificate registered in the name of the Depositor, the Master Servicer, the Securities Administrator, the Trustee or any Affiliate thereof shall be deemed not to be outstanding and the Percentage Interest evidenced thereby shall not be taken into account in determining whether the requisite percentage of Percentage Interests necessary to effect any such consent has been obtained. The Trustee or the Securities Administrator may conclusively rely upon a certificate of the Depositor, the Seller or the Master Servicer in determining whether a Certificate is held by an Affiliate thereof. All references herein to “Holders” or “Certificateholders” shall reflect the rights of Certificate Owners as they may indirectly exercise such rights through the Depository and participating members thereof, except as otherwise specified herein; provided , however , that the Trustee or the Securities Administrator shall be required to recognize as a “Holder” or “Certificateholder” only the Person in whose name a Certificate is registered in the Certificate Register.

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

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

Class A-6 Certificates: The Class A-6A-1 and Class A-6A-2 Certificates.

Class A-6/A-7 Priority Amount: The Class A-6/A-7 Priority Amount for any Distribution Date is an amount equal to the least of (a) the Senior Principal Distribution Amount, (b) the aggregate Certificate Principal Balance of the Class A-6 and Class A-7 Certificates and (c) an amount equal to the product of (i) the Senior Principal Distribution Amount, (ii) the Class A-6/A-7 Priority Percentage for such Distribution Date and (iii) the Shift Percentage.

Class A-6/A-7 Priority Percentage : The Class A-6/A-7 Priority Percentage for any Distribution Date is the percentage equivalent of a fraction, the numerator of which is the aggregate Certificate Principal Balance of the Class A-6 and Class A-7 Certificates and the denominator of which is the aggregate Certificate Principal Balance of the Senior Certificates.

Class M-1 Principal Distribution Amount : The Class M-1 Principal Distribution Amount for any Distribution Date is an amount equal to the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Senior Certificates after taking into account the payment of the Senior Principal Distribution Amount on the Distribution Date and (ii) the Certificate Principal Balance of the Class M-1 Certificates immediately prior to the Distribution Date over (y) the lesser of (A) the product of (i) 86.60% and (ii) the aggregate Scheduled Principal Balance of the Loans (including amounts on deposit in the Pre-Funding Account) as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the excess, if any, of the aggregate Scheduled Principal Balance of the Loans (including amounts on deposit in the Pre-Funding Account) as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) over the product of (i) 0.35% and (ii) the aggregate Principal Balance of the Initial Loans as of the Cut-off Date plus amounts on deposit in the Pre-Funding Account as of the Closing Date.

Class M-2 Principal Distribution Amount : The Class M-2 Principal Distribution Amount for any Distribution Date is an amount equal to the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Senior Certificates after taking into account the payment of the Senior Principal Distribution Amount on the Distribution Date, (ii) the Certificate Principal Balance of the Class M-1 Certificates after taking into account the payment of the Class M-1 Principal Distribution Amount on the Distribution Date and (iii) the Certificate Principal Balance of the Class M-2 Certificates immediately prior to the Distribution Date over (y) the lesser of (A) the product of (i) 89.20% and (ii) the aggregate Scheduled Principal Balance of the Loans (including amounts on deposit in the Pre-Funding Account) as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the excess, if any, of the aggregate Scheduled Principal Balance of the Loans (including amounts on deposit in the Pre-Funding Account) as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) over the product of (i) 0.35% and (ii) the aggregate Principal Balance of the Initial Loans as of the Cut-off Date plus amounts on deposit in the Pre-Funding Account as of the Closing Date.

Class M-3 Principal Distribution Amount : The Class M-3 Principal Distribution Amount for any Distribution Date is an amount equal to the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Senior Certificates after taking into account the payment of the Senior Principal Distribution Amount on the Distribution Date, (ii) the Certificate Principal Balance of the Class M-1 Certificates after taking into account the payment of the Class M-1 Principal Distribution Amount on the Distribution Date, (iii) the Certificate Principal Balance of the Class M-2 Certificates after taking into account the payment of the Class M-2 Principal Distribution Amount on the Distribution Date and (iv) the Certificate Principal Balance of the Class M-3 Certificates immediately prior to the Distribution Date over (y) the lesser of (A) the product of (i) 90.20% and (ii) the aggregate Scheduled Principal Balance of the Loans (including amounts on deposit in the Pre-Funding Account) as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) excess, if any, of the aggregate Scheduled Principal Balance of the Loans (including amounts on deposit in the Pre-Funding Account) as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) over the product of (i) 0.35% and (ii) the aggregate Principal Balance of the Initial Loans as of the Cut-off Date plus amounts on deposit in the Pre-Funding Account as of the Closing Date.

Class M-4 Principal Distribution Amount : The Class M-4 Principal Distribution Amount for any Distribution Date is an amount equal to the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Senior Certificates after taking into account the payment of the Senior Principal Distribution Amount on the Distribution Date, (ii) the Certificate Principal Balance of the Class M-1 Certificates after taking into account the payment of the Class M-1 Principal Distribution Amount on the Distribution Date, (iii) the Certificate Principal Balance of the Class M-2 Certificates after taking into account the payment of the Class M-2 Principal Distribution Amount on the Distribution Date, (iv) the Certificate Principal Balance of the Class M-3 Certificates after taking into account the payment of the Class M-3 Principal Distribution Amount on the Distribution Date and (v) the Certificate Principal Balance of the Class M-4 Certificates immediately prior to the Distribution Date over (y) the lesser of (A) the product of (i) 90.80% and (ii) the aggregate Scheduled Principal Balance of the Loans (including amounts on deposit in the Pre-Funding Account) as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the excess, if any, of the aggregate Scheduled Principal Balance of the Loans (including amounts on deposit in the Pre-Funding Account) as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) over the product of (i) 0.35% and (ii) the aggregate Principal Balance of the Initial Loans as of the Cut-off Date plus amounts on deposit in the Pre-Funding Account as of the Closing Date.

Class M-5 Principal Distribution Amount : The Class M-5 Principal Distribution Amount for any Distribution Date is an amount equal to the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Senior Certificates after taking into account the payment of the Senior Principal Distribution Amount on the Distribution Date, (ii) the Certificate Principal Balance of the Class M-1 Certificates after taking into account the payment of the Class M-1 Principal Distribution Amount on the Distribution Date, (iii) the Certificate Principal Balance of the Class M-2 Certificates after taking into account the payment of the Class M-2 Principal Distribution Amount on the Distribution Date, (iv) the Certificate Principal Balance of the Class M-3 Certificates after taking into account the payment of the Class M-3 Principal Distribution Amount on the Distribution Date, (v) the Certificate Principal Balance of the Class M-4 Certificates after taking into account the payment of the Class M-4 Principal Distribution Amount on the Distribution Date and (vi) the Certificate Principal Balance of the Class M-5 Certificates immediately prior to the Distribution Date over (y) the lesser of (A) the product of (i) 91.20% and (ii) the aggregate Scheduled Principal Balance of the Loans (including amounts on deposit in the Pre-Funding Account) as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the excess, if any, of, the aggregate Scheduled Principal Balance of the Loans (including amounts on deposit in the Pre-Funding Account) as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) over the product of (i) 0.35% and (ii) the aggregate Principal Balance of the Initial Loans as of the Cut-off Date plus amounts on deposit in the Pre-Funding Account as of the Closing Date.

Class M-6 Principal Distribution Amount : The Class M-6 Principal Distribution Amount for any Distribution Date is an amount equal to the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Senior Certificates after taking into account the payment of the Senior Principal Distribution Amount on the Distribution Date, (ii) the Certificate Principal Balance of the Class M-1 Certificates after taking into account the payment of the Class M-1 Principal Distribution Amount on the Distribution Date, (iii) the Certificate Principal Balance of the Class M-2 Certificates after taking into account the payment of the Class M-2 Principal Distribution Amount on the Distribution Date, (iv) the Certificate Principal Balance of the Class M-3 Certificates after taking into account the payment of the Class M-3 Principal Distribution Amount on the Distribution Date, (v) the Certificate Principal Balance of the Class M-4 Certificates after taking into account the payment of the Class M-4 Principal Distribution Amount on the Distribution Date, (vi) the Certificate Principal Balance of the Class M-5 Certificates after taking into account the payment of the Class M-5 Principal Distribution Amount on the Distribution Date and (vii) the Certificate Principal Balance of the Class M-6 Certificates immediately prior to the Distribution Date over (y) the lesser of (A) the product of (i) 92.20% and (ii) the aggregate Scheduled Principal Balance of the Loans (including amounts on deposit in the Pre-Funding Account) as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the excess, if any, of, the aggregate Scheduled Principal Balance of the Loans (including amounts on deposit in the Pre-Funding Account) as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) over the product of (i) 0.35% and (ii) the aggregate Principal Balance of the Initial Loans as of the Cut-off Date plus amounts on deposit in the Pre-Funding Account as of the Closing Date.

Class M-7 Principal Distribution Amount : The Class M-7 Principal Distribution Amount for any Distribution Date is an amount equal to the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Senior Certificates after taking into account the payment of the Senior Principal Distribution Amount on the Distribution Date, (ii) the Certificate Principal Balance of the Class M-1 Certificates after taking into account the payment of the Class M-1 Principal Distribution Amount on the Distribution Date, (iii) the Certificate Principal Balance of the Class M-2 Certificates after taking into account the payment of the Class M-2 Principal Distribution Amount on the Distribution Date, (iv) the Certificate Principal Balance of the Class M-3 Certificates after taking into account the payment of the Class M-3 Principal Distribution Amount on the Distribution Date, (v) the Certificate Principal Balance of the Class M-4 Certificates after taking into account the payment of the Class M-4 Principal Distribution Amount on the Distribution Date, (vi) the Certificate Principal Balance of the Class M-5 Certificates after taking into account the payment of the Class M-5 Principal Distribution Amount on the Distribution Date, (vii) the Certificate Principal Balance of the Class M-6 Certificates after taking into account the payment of the Class M-6 Principal Distribution Amount on the Distribution Date and (viii) the Certificate Principal Balance of the Class M-7 Certificates immediately prior to the Distribution Date over (y) the lesser of (A) the product of (i) 93.20% and (ii) the aggregate Scheduled Principal Balance of the Loans (including amounts on deposit in the Pre-Funding Account) as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the excess, if any, of, the aggregate Scheduled Principal Balance of the Loans (including amounts on deposit in the Pre-Funding Account) as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) over the product of (i) 0.35% and (ii) the aggregate Principal Balance of the Initial Loans as of the Cut-off Date plus amounts on deposit in the Pre-Funding Account as of the Closing Date.

Class M-8 Principal Distribution Amount : The Class M-8 Principal Distribution Amount for any Distribution Date is an amount equal to the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Senior Certificates after taking into account the payment of the Senior Principal Distribution Amount on the Distribution Date, (ii) the Certificate Principal Balance of the Class M-1 Certificates after taking into account the payment of the Class M-1 Principal Distribution Amount on the Distribution Date, (iii) the Certificate Principal Balance of the Class M-2 Certificates after taking into account the payment of the Class M-2 Principal Distribution Amount on the Distribution Date, (iv) the Certificate Principal Balance of the Class M-3 Certificates after taking into account the payment of the Class M-3 Principal Distribution Amount on the Distribution Date, (v) the Certificate Principal Balance of the Class M-4 Certificates after taking into account the payment of the Class M-4 Principal Distribution Amount on the Distribution Date, (vi) the Certificate Principal Balance of the Class M-5 Certificates after taking into account the payment of the Class M-5 Principal Distribution Amount on the Distribution Date, (vii) the Certificate Principal Balance of the Class M-6 Certificates after taking into account the payment of the Class M-6 Principal Distribution Amount on the Distribution Date, (viii) the Certificate Principal Balance of the Class M-7 Certificates after taking into account the payment of the Class M-7 Principal Distribution Amount on the Distribution Date and (ix) the Certificate Principal Balance of the Class M-8 Certificates immediately prior to the Distribution Date over (y) the lesser of (A) the product of (i) 94.50% and (ii) the aggregate Scheduled Principal Balance of the Loans (including amounts on deposit in the Pre-Funding Account) as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the excess, if any, of, the aggregate Scheduled Principal Balance of the Loans (including amounts on deposit in the Pre-Funding Account) as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) over the product of (i) 0.35% and (ii) the aggregate Principal Balance of the Initial Loans as of the Cut-off Date plus amounts on deposit in the Pre-Funding Account as of the Closing Date.

Class M-9 Principal Distribution Amount : The Class M-9 Principal Distribution Amount for any Distribution Date is an amount equal to the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Senior Certificates after taking into account the payment of the Senior Principal Distribution Amount on the Distribution Date, (ii) the Certificate Principal Balance of the Class M-1 Certificates after taking into account the payment of the Class M-1 Principal Distribution Amount on the Distribution Date, (iii) the Certificate Principal Balance of the Class M-2 Certificates after taking into account the payment of the Class M-2 Principal Distribution Amount on the Distribution Date, (iv) the Certificate Principal Balance of the Class M-3 Certificates after taking into account the payment of the Class M-3 Principal Distribution Amount on the Distribution Date, (v) the Certificate Principal Balance of the Class M-4 Certificates after taking into account the payment of the Class M-4 Principal Distribution Amount on the Distribution Date (vi) the Certificate Principal Balance of the Class M-5 Certificates after taking into account the payment of the Class M-5 Principal Distribution Amount on the Distribution Date, (vii) the Certificate Principal Balance of the Class M-6 Certificates after taking into account the payment of the Class M-6 Principal Distribution Amount on the Distribution Date, (viii) the Certificate Principal Balance of the Class M-7 Certificates after taking into account the payment of the Class M-7 Principal Distribution Amount on the Distribution Date, (ix) the Certificate Principal Balance of the Class M-8 Certificates after taking into account the payment of the Class M-8 Principal Distribution Amount on the Distribution Date and (x) the Certificate Principal Balance of the Class M-9 Certificates immediately prior to the Distribution Date over (y) the lesser of (A) the product of (i) 95.20% and (ii) the aggregate Scheduled Principal Balance of the Loans (including amounts on deposit in the Pre-Funding Account) as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the excess, if any, of, the aggregate Scheduled Principal Balance of the Loans (including amounts on deposit in the Pre-Funding Account) as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) over the product of (i) 0.35% and (ii) the aggregate Principal Balance of the Initial Loans as of the Cut-off Date plus amounts on deposit in the Pre-Funding Account as of the Closing Date.

Class M-10 Principal Distribution Amount : The Class M-10 Principal Distribution Amount for any Distribution Date is an amount equal to the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Senior Certificates after taking into account the payment of the Senior Principal Distribution Amount on the Distribution Date, (ii) the Certificate Principal Balance of the Class M-1 Certificates after taking into account the payment of the Class M-1 Principal Distribution Amount on the Distribution Date, (iii) the Certificate Principal Balance of the Class M-2 Certificates after taking into account the payment of the Class M-2 Principal Distribution Amount on the Distribution Date, (iv) the Certificate Principal Balance of the Class M-3 Certificates after taking into account the payment of the Class M-3 Principal Distribution Amount on the Distribution Date, (v) the Certificate Principal Balance of the Class M-4 Certificates after taking into account the payment of the Class M-4 Principal Distribution Amount on the Distribution Date (vi) the Certificate Principal Balance of the Class M-5 Certificates after taking into account the payment of the Class M-5 Principal Distribution Amount on the Distribution Date, (vii) the Certificate Principal Balance of the Class M-6 Certificates after taking into account the payment of the Class M-6 Principal Distribution Amount on the Distribution Date, (viii) the Certificate Principal Balance of the Class M-7 Certificates after taking into account the payment of the Class M-7 Principal Distribution Amount on the Distribution Date, (ix) the Certificate Principal Balance of the Class M-8 Certificates after taking into account the payment of the Class M-8 Principal Distribution Amount on the Distribution Date, (x) the Certificate Principal Balance of the Class M-9 Certificates after taking into account the payment of the Class M-9 Principal Distribution Amount on the Distribution Date and (xi) the Certificate Principal Balance of the Class M-10 Certificates immediately prior to the Distribution Date over (y) the lesser of (A) the product of (i) 95.90% and (ii) the aggregate Scheduled Principal Balance of the Loans (including amounts on deposit in the Pre-Funding Account) as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the excess, if any, of, the aggregate Scheduled Principal Balance of the Loans (including amounts on deposit in the Pre-Funding Account) as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) over the product of (i) 0.35% and (ii) the aggregate Principal Balance of the Initial Loans as of the Cut-off Date plus amounts on deposit in the Pre-Funding Account as of the Closing Date.

Class M-11 Principal Distribution Amount : The Class M-11 Principal Distribution Amount for any Distribution Date is an amount equal to the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Senior Certificates after taking into account the payment of the Senior Principal Distribution Amount on the Distribution Date, (ii) the Certificate Principal Balance of the Class M-1 Certificates after taking into account the payment of the Class M-1 Principal Distribution Amount on the Distribution Date, (iii) the Certificate Principal Balance of the Class M-2 Certificates after taking into account the payment of the Class M-2 Principal Distribution Amount on the Distribution Date, (iv) the Certificate Principal Balance of the Class M-3 Certificates after taking into account the payment of the Class M-3 Principal Distribution Amount on the Distribution Date, (v) the Certificate Principal Balance of the Class M-4 Certificates after taking into account the payment of the Class M-4 Principal Distribution Amount on the Distribution Date (vi) the Certificate Principal Balance of the Class M-5 Certificates after taking into account the payment of the Class M-5 Principal Distribution Amount on the Distribution Date, (vii) the Certificate Principal Balance of the Class M-6 Certificates after taking into account the payment of the Class M-6 Principal Distribution Amount on the Distribution Date, (viii) the Certificate Principal Balance of the Class M-7 Certificates after taking into account the payment of the Class M-7 Principal Distribution Amount on the Distribution Date, (ix) the Certificate Principal Balance of the Class M-8 Certificates after taking into account the payment of the Class M-8 Principal Distribution Amount on the Distribution Date, (x) the Certificate Principal Balance of the Class M-9 Certificates after taking into account the payment of the Class M-9 Principal Distribution Amount on the Distribution Date, (xi) the Certificate Principal Balance of the Class M-10 Certificates after taking into account the payment of the Class M-10 Principal Distribution Amount on the Distribution Date and (xii) the Certificate Principal Balance of the Class M-11 Certificates immediately prior to the Distribution Date over (y) the lesser of (A) the product of (i) 96.20% and (ii) the aggregate Scheduled Principal Balance of the Loans (including amounts on deposit in the Pre-Funding Account) as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the excess, if any, of, the aggregate Scheduled Principal Balance of the Loans (including amounts on deposit in the Pre-Funding Account) as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) over the product of (i) 0.35% and (ii) the aggregate Principal Balance of the Initial Loans as of the Cut-off Date plus amounts on deposit in the Pre-Funding Account as of the Closing Date.

Class M-12 Principal Distribution Amount : The Class M-12 Principal Distribution Amount for any Distribution Date is an amount equal to the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Senior Certificates after taking into account the payment of the Senior Principal Distribution Amount on the Distribution Date, (ii) the Certificate Principal Balance of the Class M-1 Certificates after taking into account the payment of the Class M-1 Principal Distribution Amount on the Distribution Date, (iii) the Certificate Principal Balance of the Class M-2 Certificates after taking into account the payment of the Class M-2 Principal Distribution Amount on the Distribution Date, (iv) the Certificate Principal Balance of the Class M-3 Certificates after taking into account the payment of the Class M-3 Principal Distribution Amount on the Distribution Date, (v) the Certificate Principal Balance of the Class M-4 Certificates after taking into account the payment of the Class M-4 Principal Distribution Amount on the Distribution Date (vi) the Certificate Principal Balance of the Class M-5 Certificates after taking into account the payment of the Class M-5 Principal Distribution Amount on the Distribution Date, (vii) the Certificate Principal Balance of the Class M-6 Certificates after taking into account the payment of the Class M-6 Principal Distribution Amount on the Distribution Date, (viii) the Certificate Principal Balance of the Class M-7 Certificates after taking into account the payment of the Class M-7 Principal Distribution Amount on the Distribution Date, (ix) the Certificate Principal Balance of the Class M-8 Certificates after taking into account the payment of the Class M-8 Principal Distribution Amount on the Distribution Date, (x) the Certificate Principal Balance of the Class M-9 Certificates after taking into account the payment of the Class M-9 Principal Distribution Amount on the Distribution Date, (xi) the Certificate Principal Balance of the Class M-10 Certificates after taking into account the payment of the Class M-10 Principal Distribution Amount on the Distribution Date, (xii) the Certificate Principal Balance of the Class M-11 Certificates after taking into account the payment of the Class M-11 Principal Distribution Amount on the Distribution Date, and (xiii) the Certificate Principal Balance of the Class M-12 Certificates immediately prior to the Distribution Date over (y) the lesser of (A) the product of (i) 96.60% and (ii) the aggregate Scheduled Principal Balance of the Loans (including amounts on deposit in the Pre-Funding Account) as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the excess, if any, of, the aggregate Scheduled Principal Balance of the Loans (including amounts on deposit in the Pre-Funding Account) as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) over the product of (i) 0.35% and (ii) the aggregate Principal Balance of the Initial Loans as of the Cut-off Date plus amounts on deposit in the Pre-Funding Account as of the Closing Date.

Class M-13 Principal Distribution Amount : The Class M-13 Principal Distribution Amount for any Distribution Date is an amount equal to the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Senior Certificates after taking into account the payment of the Senior Principal Distribution Amount on the Distribution Date, (ii) the Certificate Principal Balance of the Class M-1 Certificates after taking into account the payment of the Class M-1 Principal Distribution Amount on the Distribution Date, (iii) the Certificate Principal Balance of the Class M-2 Certificates after taking into account the payment of the Class M-2 Principal Distribution Amount on the Distribution Date, (iv) the Certificate Principal Balance of the Class M-3 Certificates after taking into account the payment of the Class M-3 Principal Distribution Amount on the Distribution Date, (v) the Certificate Principal Balance of the Class M-4 Certificates after taking into account the payment of the Class M-4 Principal Distribution Amount on the Distribution Date (vi) the Certificate Principal Balance of the Class M-5 Certificates after taking into account the payment of the Class M-5 Principal Distribution Amount on the Distribution Date, (vii) the Certificate Principal Balance of the Class M-6 Certificates after taking into account the payment of the Class M-6 Principal Distribution Amount on the Distribution Date, (viii) the Certificate Principal Balance of the Class M-7 Certificates after taking into account the payment of the Class M-7 Principal Distribution Amount on the Distribution Date, (ix) the Certificate Principal Balance of the Class M-8 Certificates after taking into account the payment of the Class M-8 Principal Distribution Amount on the Distribution Date, (x) the Certificate Principal Balance of the Class M-9 Certificates after taking into account the payment of the Class M-9 Principal Distribution Amount on the Distribution Date, (xi) the Certificate Principal Balance of the Class M-10 Certificates after taking into account the payment of the Class M-10 Principal Distribution Amount on the Distribution Date, (xii) the Certificate Principal Balance of the Class M-11 Certificates after taking into account the payment of the Class M-11 Principal Distribution Amount on the Distribution Date, (xiii) the Certificate Principal Balance of the Class M-12 Certificates after taking into account the payment of the Class M-12 Principal Distribution Amount on the Distribution Date, and (xiv) the Certificate Principal Balance of the Class M-13 Certificates immediately prior to the Distribution Date over (y) the lesser of (A) the product of (i) 97.20% and (ii) the aggregate Scheduled Principal Balance of the Loans (including amounts on deposit in the Pre-Funding Account) as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the excess, if any, of, the aggregate Scheduled Principal Balance of the Loans (including amounts on deposit in the Pre-Funding Account) as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) over the product of (i) 0.35% and (ii) the aggregate Principal Balance of the Initial Loans as of the Cut-off Date plus amounts on deposit in the Pre-Funding Account as of the Closing Date.

Class M-14 Principal Distribution Amount : The Class M-14 Principal Distribution Amount for any Distribution Date is an amount equal to the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Senior Certificates after taking into account the payment of the Senior Principal Distribution Amount on the Distribution Date, (ii) the Certificate Principal Balance of the Class M-1 Certificates after taking into account the payment of the Class M-1 Principal Distribution Amount on the Distribution Date, (iii) the Certificate Principal Balance of the Class M-2 Certificates after taking into account the payment of the Class M-2 Principal Distribution Amount on the Distribution Date, (iv) the Certificate Principal Balance of the Class M-3 Certificates after taking into account the payment of the Class M-3 Principal Distribution Amount on the Distribution Date, (v) the Certificate Principal Balance of the Class M-4 Certificates after taking into account the payment of the Class M-4 Principal Distribution Amount on the Distribution Date (vi) the Certificate Principal Balance of the Class M-5 Certificates after taking into account the payment of the Class M-5 Principal Distribution Amount on the Distribution Date, (vii) the Certificate Principal Balance of the Class M-6 Certificates after taking into account the payment of the Class M-6 Principal Distribution Amount on the Distribution Date, (viii) the Certificate Principal Balance of the Class M-7 Certificates after taking into account the payment of the Class M-7 Principal Distribution Amount on the Distribution Date, (ix) the Certificate Principal Balance of the Class M-8 Certificates after taking into account the payment of the Class M-8 Principal Distribution Amount on the Distribution Date, (x) the Certificate Principal Balance of the Class M-9 Certificates after taking into account the payment of the Class M-9 Principal Distribution Amount on the Distribution Date, (xi) the Certificate Principal Balance of the Class M-10 Certificates after taking into account the payment of the Class M-10 Principal Distribution Amount on the Distribution Date, (xii) the Certificate Principal Balance of the Class M-11 Certificates after taking into account the payment of the Class M-11 Principal Distribution Amount on the Distribution Date, (xiii) the Certificate Principal Balance of the Class M-12 Certificates after taking into account the payment of the Class M-12 Principal Distribution Amount on the Distribution Date, (xiv) the Certificate Principal Balance of the Class M-13 Certificates after taking into account the payment of the Class M-13 Principal Distribution Amount on the Distribution Date, and (xv) the Certificate Principal Balance of the Class M-14 Certificates immediately prior to the Distribution Date over (y) the lesser of (A) the product of (i) 98.20% and (ii) the aggregate Scheduled Principal Balance of the Loans (including amounts on deposit in the Pre-Funding Account) as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the excess, if any, of, the aggregate Scheduled Principal Balance of the Loans (including amounts on deposit in the Pre-Funding Account) as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) over the product of (i) 0.35% and (ii) the aggregate Principal Balance of the Initial Loans as of the Cut-off Date plus amounts on deposit in the Pre-Funding Account as of the Closing Date.

Class M-15 Principal Distribution Amount : The Class M-15 Principal Distribution Amount for any Distribution Date is an amount equal to the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Senior Certificates after taking into account the payment of the Senior Principal Distribution Amount on the Distribution Date, (ii) the Certificate Principal Balance of the Class M-1 Certificates after taking into account the payment of the Class M-1 Principal Distribution Amount on the Distribution Date, (iii) the Certificate Principal Balance of the Class M-2 Certificates after taking into account the payment of the Class M-2 Principal Distribution Amount on the Distribution Date, (iv) the Certificate Principal Balance of the Class M-3 Certificates after taking into account the payment of the Class M-3 Principal Distribution Amount on the Distribution Date, (v) the Certificate Principal Balance of the Class M-4 Certificates after taking into account the payment of the Class M-4 Principal Distribution Amount on the Distribution Date (vi) the Certificate Principal Balance of the Class M-5 Certificates after taking into account the payment of the Class M-5 Principal Distribution Amount on the Distribution Date, (vii) the Certificate Principal Balance of the Class M-6 Certificates after taking into account the payment of the Class M-6 Principal Distribution Amount on the Distribution Date, (viii) the Certificate Principal Balance of the Class M-7 Certificates after taking into account the payment of the Class M-7 Principal Distribution Amount on the Distribution Date, (ix) the Certificate Principal Balance of the Class M-8 Certificates after taking into account the payment of the Class M-8 Principal Distribution Amount on the Distribution Date, (x) the Certificate Principal Balance of the Class M-9 Certificates after taking into account the payment of the Class M-9 Principal Distribution Amount on the Distribution Date, (xi) the Certificate Principal Balance of the Class M-10 Certificates after taking into account the payment of the Class M-10 Principal Distribution Amount on the Distribution Date, (xii) the Certificate Principal Balance of the Class M-11 Certificates after taking into account the payment of the Class M-11 Principal Distribution Amount on the Distribution Date, (xiii) the Certificate Principal Balance of the Class M-12 Certificates after taking into account the payment of the Class M-12 Principal Distribution Amount on the Distribution Date, (xiv) the Certificate Principal Balance of the Class M-13 Certificates after taking into account the payment of the Class M-13 Principal Distribution Amount on the Distribution Date, (xvi) the Certificate Principal Balance of the Class M-14 Certificates after taking into account the payment of the Class M-14 Principal Distribution Amount on the Distribution Date, and (xvi) the Certificate Principal Balance of the Class M-15 Certificates immediately prior to the Distribution Date over (y) the lesser of (A) the product of (i) 99.00% and (ii) the aggregate Scheduled Principal Balance of the Loans (including amounts on deposit in the Pre-Funding Account) as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the excess, if any, of, the aggregate Scheduled Principal Balance of the Loans (including amounts on deposit in the Pre-Funding Account) as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) over the product of (i) 0.35% and (ii) the aggregate Principal Balance of the Initial Loans as of the Cut-off Date plus amounts on deposit in the Pre-Funding Account as of the Closing Date.

Class P Certificates : The Class P Certificates, and designated as such on the face thereof in substantially the form attached here to as Exhibit A-4.

Class R Certificate : The Certificate designated as “Class R” on the face thereof in substantially the form attached hereto as Exhibit A-5, which has been designated as the sole Class of “residual interests” in each REMIC created hereby pursuant to Section 2.04.

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

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

Closing Date : September 29, 2006.

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

Commission : The Securities and Exchange Commission.

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

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

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

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

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

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

Corporate Trust Office : The principal corporate trust office of the Trustee or the Securities Administrator, as the case may be, at which at any particular time its corporate trust business in connection with this Agreement shall be administered, which office at the date of the execution of this instrument is located at (i) with respect to the Trustee, HSBC Bank USA, National Association, 452 Fifth Avenue, New York, New York 10018, or at such other address as the Trustee may designate from time to time by notice to the Certificateholders, the Depositor, the Master Servicer and the Securities Administrator, or (ii) with respect to the Securities Administrator, (A) for Certificate transfer and surrender purposes, Wells Fargo Bank, National Association, Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: DBALT 2006-AB4 and (B) for all other purposes, Wells Fargo Bank, National Association, 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: DBALT 2006-AB4, or at such other address as the Securities Administrator may designate from time to time by notice to the Certificateholders, the Depositor, the Master Servicer and the Trustee.

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

Countrywide : Countrywide Home Loans Servicing L.P.

Countrywide Serviced Loans : The Loans serviced pursuant to the Countrywide Servicing Agreement.

Countrywide Servicing Agreement : The Flow Servicing Agreement, dated as of September 1, 2006, between Countrywide and DB Structured Products, Inc. (as modified pursuant to the related Assignment Agreement).

Credit Enhancement Percentage : for any Distribution Date is the percentage obtained by dividing (x) the aggregate Certificate Principal Balance of the Subordinate Certificates (which includes the Overcollateralization Amount, calculated for this purpose only after taking into account principal payments from the Principal Remittance Account but before taking into account the Overcollateralization Increase Amount) by (y) the aggregate principal balance of the Loans (including amounts on deposit in the Pre-Funding Account), calculated after taking into account distributions of principal on the Loans and distribution of the Principal Distribution Amount to the holders of the Certificates then entitled to distributions of principal on the Distribution Date.

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

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

Credit Risk Management Fee Rate : 0.009% per annum.

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

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

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

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

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

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

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

DBNTC Custodial Agreement : The Custodial Agreement, dated as of September 1, 2006, among the Trustee, DBNTC, American Home, GMACM, Wells Fargo and Countrywide, as may be amended from time to time.

Definitive Certificates : As defined in Section 5.03.

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

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

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

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

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

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

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

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

Distribution Account : The trust account or accounts created and maintained by the Securities Administrator pursuant to Section 3.23 for the benefit of the Certificateholders and the Insurer and designated “Wells Fargo Bank, N.A., as Securities Administrator, in trust for registered holders of Deutsche Alt-B Securities Mortgage Loan Trust, Series 2006-AB4”. Funds in the Distribution Account shall be held in trust for the Certificateholders and the Insurer for the uses and purposes set forth in this Agreement. The Distribution Account must be an Eligible Account.

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

Distribution Date : The 25th day (or, if such 25th day is not a Business Day, the Business Day immediately succeeding such 25th day) of each month, with the first such date being October 25, 2006.

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

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

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

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

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

(a)

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

(b)

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

(c)

demand and time deposits in or certificates of deposit of, or bankers’ acceptances issued by, any bank or trust company, savings and loan association or savings bank, provided , that the short-term deposit ratings and/or long-term unsecured debt obligations of such depository institution or trust company (or in the case of the principal depository institutions in a holding company system, the commercial paper or long-term unsecured debt obligations of such holding company) have, in the case of commercial paper, the highest rating available for such securities by each Rating Agency and, in the case of long-term unsecured debt obligations, one of the two highest ratings available for such securities by each Rating Agency, or in each case such lower rating as will not result in the downgrading or withdrawal of the rating or ratings then assigned to any Class of Certificates by each Rating Agency (without giving regard to the Policy) but in no event less than the initial rating of the Senior Certificates;

(d)

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 each Rating Agency (without giving regard to the Policy) but in no event less than the initial rating of the Senior Certificates;

(e)

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;

(f)

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;

(g)

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;

(h)

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;

(i)

units of short term investment funds sponsored by any trust company or banking association incorporated under the laws of the United States or any state thereof (including any such fund managed or advised by the Trustee or the Master Servicer or any affiliate thereof) 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; and

(j)

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.

ERISA-Qualifying Underwriting: With respect to any ERISA-Restricted Certificate, a best efforts or firm commitment underwriting or private placement that meets the requirements of the Underwriters’ Exemption.

ERISA-Restricted Certificate: The Class CE, Class P and Class R Certificates and Certificates of any Class that no longer satisfy the applicable rating requirements of the Underwriters’ Exemption [as specified in the Preliminary Statement].

ERISA-Restricted Trust Certificate : Any Certificate other than an ERISA Restricted Certificate.

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

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

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

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

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

GMACM : GMAC Mortgage Corporation or any successor thereto.

GMACM Designated Loan : The Loans serviced pursuant to the GMACM Servicing Released Agreement for which DB Structured Products, Inc. is the owner of the servicing rights.

GMACM Servicing Released Agreement : The Servicing Agreement, dated as of August 5, 2005, as amended by Amendment Number One, dated as of May 1, 2006 (as modified pursuant to the related Assignment Agreement).

GMACM Servicing Retained Agreement : The Servicing Agreement, dated as of April 1, 2004, between GMACM and DB Structured Products, Inc., as amended by Amendment Number One, dated as of January 31, 2006 and Amendment Number Two, dated as of March 31, 2006 (as modified pursuant to the related Assignment Agreement).

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

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

Indemnification Agreement : The Indemnification Agreement, dated September 29, 2006, among the Insurer, the Seller and the Depositor.

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

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

Initial Loans : Those Loans that are transferred to the Trust Fund on the Closing Date.

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

Insured Certificates : The Class A-1B-2, Class A-3A-2, Class A-4A, Class A-5 and Class A-7 Certificates.

Insurer : Financial Security Assurance Inc., a New York stock insurance company, and its successors in interest.

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

Insurer Premium : The Policy premium payable pursuant to Section 4.01(a)(i)(A) hereof for each Distribution Date in an amount equal to (i) with respect to the Class A-3A-2, Class A-4A, Class A-5 and Class A-7 Certificates, the product of (a) the Insurer Premium Rate accrued for one month, on the basis of a 360-day year consisting of twelve 30-day months and (b) the aggregate Certificate Principal Balance of the Class A-3A-2, Class A-4A, Class A-5 and Class A-7 Certificates immediately prior to such Distribution Date and (ii) with respect to the Class A-1B-2 Certificates, the product of (a) the Insurer Premium Rate accrued for the number of days in the Interest Accrual Period relating to the Distribution Date and (b) the aggregate Certificate Principal Balance of the Class A-1B-2 Certificates.

Insurer Premium Rate : The per annum rate at which the Insurer Premium for the Policy is calculated, which shall be 0.08% per annum.

Interest Accrual Period : With respect to any Distribution Date and (i) any class of Senior Certificates (other than the Class A-1B-1 and Class A-1B-2 Certificates) will be the calendar month preceding the month in which that Distribution Date occurs (ii) the Class A-1B-1 and Class A-1B-2 Certificates and Subordinate Certificates will be the period commencing on the Distribution Date in the month prior to the month in which that Distribution Date occurs (or September 25, 2006, in the case of the first Distribution Date and ending on the day prior to that Distribution Date). Interest on (i) any class of Senior Certificates (other than the Class A-1B-1 and Class A-1B-2 Certificates) will be calculated based on a 360-day year consisting of twelve 30-day months and (ii) the Class A-1B-1, Class A-1B-2 and Subordinate Certificates will be calculated based on a 360-day year and the actual number of days elapsed in the related Interest Accrual Period.

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

Interest Distribution Amount : On any Distribution Date, for any Class of Certificates (other than the Class P Certificates and the Class R Certificates), the amount of interest accrued during the related Interest Accrual Period on the Certificate Principal Balance of that Class, which shall be an amount not less than zero, equal to (a) the product of (1) 1/12th of the Pass-Through Rate for such Class and (2) the Certificate Principal Balance for such Class before giving effect to allocations of Realized Losses in connection with such Distribution Date or distributions to be made on such Distribution Date, reduced by (b) Uncompensated Interest Shortfalls allocated to such Class pursuant to Section 1.02 and the interest portion of Realized Losses allocated to such Class pursuant to Section 1.02.

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

(1)

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

(2)

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

(3)

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

(4)

the interest portions of the total amount deposited in the Distribution Account in connection with a Purchase Obligation under Section 2.03 or any permitted repurchase of a Loan; and

(5)

the interest portions of the Termination Price;

minus the sum of the following amounts:

(1)

the interest portion of all Prepaid Monthly Payments;

(2)

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

(3)

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

(4)

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

(5)

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

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

Issuing Entity : Deutsche Alt-B Securities Mortgage Loan Trust, Series 2006-AB4.

JPMorgan : JPMorgan Chase Bank, National Association, or any successor thereto.

JPMorgan Servicing Agreement : The Servicing Agreement, dated as of May 1, 2006, by and between JPMorgan and DB Structured Products, Inc. (as modified pursuant to the related Assignment Agreement).

Late Payment Rate : With respect to any Distribution Date, the greater of (i) the per annum rate of interest, publicly announced from time to time by JPMorgan Chase Bank at its principal office in the City of New York as its prime or base lending rate (any change in such rate of interest to be effective on the date such change is announced by JPMorgan Chase Bank) plus 3% and (ii) the then applicable highest rate of interest on the Insured Certificates, in each case computed on the basis of a year of 360 days and the actual number of days elapsed, and in no event shall the Late Payment Rate exceed the maximum rate permissible under any applicable law limiting interest rates.

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

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

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

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

Liquidation Proceeds : The amount (other than Insurance Proceeds or amounts received in respect of the rental of any REO Property prior to REO Disposition) received by the applicable Servicer pursuant to the related Servicing Agreement or the Master Servicer in connection with (i) the taking of all or a part of a Mortgaged Property by exercise of the power of eminent domain or condemnation, (ii) the liquidation of a defaulted Loan through a trustee’s sale, foreclosure sale or otherwise, or (iii) the repurchase, substitution or sale of a Loan or an REO Property pursuant to or as contemplated by Section 2.03 or Section 9.01.

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

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

(1)

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

(2)

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

(3)

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

(4)

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

(5)

the original Principal Balance;

(6)

the first payment date;

(7)

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

(8)

the date of the last paid installment of interest;

(9)

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

(10)

the Loan-to-Value ratio at origination;

(11)

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

(12)

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

(13)

the nature of occupancy at origination;

(14)

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

(15)

the Servicer;

(16)

the Servicing Fee Rate; and

(17)

the Custodian.

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

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

Majority Class CE Certificateholder : The Holder of a 50.01% or greater Percentage Interest in the Class CE Certificates.

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

Master Servicer Event of Default : One or more of the events described in Section 7.01 hereof.

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

Mezzanine Certificates : The Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10, Class M-11, Class M-12, Class M-13, Class M-14 and Class M-15 Certificates, collectively, and designated as such on the face thereof in substantially the form attached hereto as Exhibit A-2.

Monthly Advance : As to any Loan or REO Property, any advance made by a Servicer in respect of any Determination Date or in respect of any Distribution Date by a successor Servicer (including the Master Servicer) or by the Master Servicer or Trustee pursuant to Section 4.04 of this Agreement (which advances shall not include principal or interest shortfalls due to bankruptcy proceedings or application of the Relief Act or similar state or local laws).

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

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

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

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

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

Mortgage Loan Purchase Agreement : The Mortgage Loan Purchase Agreement dated as of September 29, 2006, between the Depositor and the Seller, a copy of which is attached hereto as Exhibit J.

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.

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

Nat City Servicing Agreement : The Master Seller’s Warranties and Servicing Agreement, dated as of January 1, 2005, between DB Structured Products, Inc. and Nat City (as modified pursuant to the related Assignment Agreement).

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

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

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

Net WAC Pass-Through Rate : For any Distribution Date and the Senior Certificates and Mezzanine Certificates is a rate per annum equal to a fraction, expressed as a percentage, (x) the numerator of which is the product of (A) 12 and (B) the amount of interest that accrued on the Loans in the prior calendar month (adjusted with respect to the Insured Certificates, to reflect the Insurer Premium payable to the Insurer) minus (i) the aggregate Administration Fee for each Loan and (ii) the sum of any Net Swap Payment or Swap Termination Payment (not due to a Swap Provider Trigger Event) owed to the Swap Provider, in each case for such Distribution Date, and (y) the denominator of which is the aggregate Scheduled Principal Balance of the Loans as of the last day of the immediately preceding Due Period (or as of the Cut-Off Date with respect to the first Distribution Date), after giving effect to Payoffs and Curtailments received during the related Prepayment Period plus the amount on deposit in the Pre-Funding Account (with respect to the Class A-1B-2, Class A-1B-2 and the Mezzanine Certificates, subject to adjustment based on the actual number of days elapsed).

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

Nonrecoverable Advance : With respect to any Loan, any Advance or any 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 4.04, 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.

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.

One-Month 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 LIBOR Business Day preceding the Closing Date with respect to the Adjustable Rate Certificates, and for any Interest Accrual Period thereafter, on the second LIBOR 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, One-Month 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, One-Month LIBOR determined on such LIBOR Determination Date will be the arithmetic mean of such quotations.

(ii)

If fewer than two quotations are provided, One-Month 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, One-Month LIBOR determined on such LIBOR Determination Date will continue to be One-Month LIBOR as then currently in effect on such LIBOR Determination Date.

(iii)

The establishment of One-Month LIBOR and each Pass-Through Rate for the 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.

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

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

Original Capitalized Interest Amount : The amount deposited by the Depositor in the Capitalized Interest Account on the Closing Date, which amount is $1,173,628.71.

Original Pre-Funded Amount : The amount deposited by the Depositor in the Pre-Funding Account on the Closing Date, which amount is $194,577,388.

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

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

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

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

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

Ownership Interest : With respect to any Residual Certificate, any ownership or security interest in such Residual Certificate, including any interest in a Residual Certificate as the Holder thereof and any other interest therein, whether direct or indirect, legal or beneficial, as owner or as pledgee.

Pass-Through Entity : Any regulated investment company, real estate investment trust, common trust fund, partnership, trust or estate, and any organization to which Section 1381 of the Code applies.

Pass-Through Rate : The Pass-Through Rate on the Class A-1A Certificates for any Distribution Date will be a rate per annum equal to the lesser of (i) 6.005% and (ii) the applicable Net WAC Pass-Through Rate for the Distribution Date.

The Pass-Through Rate on the Class A-1B-1 Certificates for any Distribution Date will be a rate per annum equal to the least of (i) One-Month LIBOR plus 0.10%, (ii) the applicable Net WAC Pass-Through Rate for the Distribution Date and (iii) 9.00% per annum.

The Pass-Through Rate on the Class A-1B-2 Certificates for any Distribution Date will be a rate per annum equal to the least of (i) One-Month LIBOR plus 0.08%, (ii) the applicable Net WAC Pass-Through Rate for the Distribution Date and (iii) 9.00% per annum.

The Pass-Through Rate on the Class A-1C Certificates for any Distribution Date will be a rate per annum equal to the lesser of (i) 6.000% and (ii) the applicable Net WAC Pass-Through Rate for the Distribution Date.

The Pass-Through Rate on the Class A-2 Certificates for any Distribution Date will be a rate per annum equal to the lesser of (i) 5.650% and (ii) the applicable Net WAC Pass-Through Rate for the Distribution Date.

The Pass-Through Rate on the Class A-3 Certificates for any Distribution Date will be a rate per annum equal to the lesser of (i) 5.900% and (ii) the applicable Net WAC Pass-Through Rate for the Distribution Date.

The Pass-Through Rate on the Class A-3A-1 Certificates for any Distribution Date will be a rate per annum equal to the lesser of (i) 5.900% and (ii) the applicable Net WAC Pass-Through Rate for the Distribution Date.

The Pass-Through Rate on the Class A-3A-2 Certificates for any Distribution Date will be a rate per annum equal to the lesser of (i) 5.900% and (ii) the applicable Net WAC Pass-Through Rate for the Distribution Date.

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

The Pass-Through Rate on the Class A-4B Certificates for any Distribution Date will be a rate per annum equal to the lesser of (i) 6.000% in the case of each Distribution Date through and including the first possible Optional Termination Date or 6.500% in the case of any Distribution Date thereafter and (ii) the applicable Net WAC Pass-Through Rate for the Distribution Date.

The Pass-Through Rate on the Class A-4C Certificates for any Distribution Date will be a rate per annum equal to the lesser of (i) 6.100 % in the case of each Distribution Date through and including the first possible Optional Termination Date or 6.600% in the case of any Distribution Date thereafter and (ii) the applicable Net WAC Pass-Through Rate for the Distribution Date.

The Pass-Through Rate on the Class A-5 Certificates for any Distribution Date will be a rate per annum equal to the lesser of (i) 6.160% in the case of each Distribution Date through and including the first possible Optional Termination Date or 6.660% in the case of any Distribution Date thereafter and (ii) the applicable Net WAC Pass-Through Rate for the Distribution Date.

The Pass-Through Rate on the Class A-6A-1 Certificates for any Distribution Date will be a rate per annum equal to the lesser of (i) 5.869% in the case of each Distribution Date through and including the first possible Optional Termination Date or 6.369% in the case of any Distribution Date thereafter and (ii) the applicable Net WAC Pass-Through Rate for the Distribution Date.

The Pass-Through Rate on the Class A-6A-2 Certificates for any Distribution Date will be a rate per annum equal to the lesser of (i) 5.886% in the case of each Distribution Date through and including the first possible Optional Termination Date or 6.386% in the case of any Distribution Date thereafter and (ii) the applicable Net WAC Pass-Through Rate for the Distribution Date.

The Pass-Through Rate on the Class A-7 Certificates for any Distribution Date will be a rate per annum equal to the lesser of (i) 5.850% in the case of each Distribution Date through and including the first possible Optional Termination Date or 6.350% in the case of any Distribution Date thereafter and (ii) the applicable Net WAC Pass-Through Rate for the Distribution Date.

The Pass-Through Rate on the Class M-1 Certificates for any Distribution Date will be a rate per annum equal to the least of (i) One-Month LIBOR plus 0.37% in the case of each Distribution Date through and including the first possible Optional Termination Date or One-Month LIBOR plus 0.555% in the case of any Distribution Date thereafter, (ii) the applicable Net WAC Pass-Through Rate for the Distribution Date and (iii) 10.50% per annum.

The Pass-Through Rate on the Class M-2 Certificates for any Distribution Date will be a rate per annum equal to the least of (i) One-Month LIBOR plus 0.39% in the case of each Distribution Date through and including the first possible Optional Termination Date or One-Month LIBOR plus 0.585% in the case of any Distribution Date thereafter, (ii) the applicable Net WAC Pass-Through Rate for the Distribution Date and (iii) 10.50% per annum.

The Pass-Through Rate on the Class M-3 Certificates for any Distribution Date will be a rate per annum equal to the least of (i) One-Month LIBOR plus 0.40% in the case of each Distribution Date through and including the first possible Optional Termination Date or One-Month LIBOR plus 0.60% in the case of any Distribution Date thereafter, (ii) the applicable Net WAC Pass-Through Rate for the Distribution Date and (iii) 10.50% per annum.

The Pass-Through Rate on the Class M-4 Certificates for any Distribution Date will be a rate per annum equal to the least of (i) One-Month LIBOR plus 0.42% in the case of each Distribution Date through and including the first possible Optional Termination Date or One-Month LIBOR plus 0.63% in the case of any Distribution Date thereafter, (ii) the applicable Net WAC Pass-Through Rate for the Distribution Date and (iii) 10.50% per annum.

The Pass-Through Rate on the Class M-5 Certificates for any Distribution Date will be a rate per annum equal to the least of (i) One-Month LIBOR plus 0.45% in the case of each Distribution Date through and including the first possible Optional Termination Date or One-Month LIBOR plus 0.675% in the case of any Distribution Date thereafter, (ii) the applicable Net WAC Pass-Through Rate for the Distribution Date and (iii) 10.50% per annum.

The Pass-Through Rate on the Class M-6 Certificates for any Distribution Date will be a rate per annum equal to the least of (i) One-Month LIBOR plus 0.46% in the case of each Distribution Date through and including the first possible Optional Termination Date or One-Month LIBOR plus 0.69% in the case of any Distribution Date thereafter, (ii) the applicable Net WAC Pass-Through Rate for the Distribution Date and (iii) 10.50% per annum.

The Pass-Through Rate on the Class M-7 Certificates for any Distribution Date will be a rate per annum equal to the least of (i) One-Month LIBOR plus 0.47% in the case of each Distribution Date through and including the first possible Optional Termination Date or One-Month LIBOR plus 0.705% in the case of any Distribution Date thereafter, (ii) the applicable Net WAC Pass-Through Rate for the Distribution Date and (iii) 10.50% per annum.

The Pass-Through Rate on the Class M-8 Certificates for any Distribution Date will be a rate per annum equal to the least of (i) One-Month LIBOR plus 0.52% in the case of each Distribution Date through and including the first possible Optional Termination Date or One-Month LIBOR plus 0.78% in the case of any Distribution Date thereafter, (ii) the applicable Net WAC Pass-Through Rate for the Distribution Date and (iii) 10.50% per annum.

The Pass-Through Rate on the Class M-9 Certificates for any Distribution Date will be a rate per annum equal to the least of (i) One-Month LIBOR plus 1.00% in the case of each Distribution Date through and including the first possible Optional Termination Date or One-Month LIBOR plus 1.50% in the case of any Distribution Date thereafter, (ii) the applicable Net WAC Pass-Through Rate for the Distribution Date and (iii) 10.50% per annum.

The Pass-Through Rate on the Class M-10 Certificates for any Distribution Date will be a rate per annum equal to the least of (i) One-Month LIBOR plus 1.20% in the case of each Distribution Date through and including the first possible Optional Termination Date or One-Month LIBOR plus 1.80% in the case of any Distribution Date thereafter, (ii) the applicable Net WAC Pass-Through Rate for the Distribution Date and (iii) 10.50% per annum.

The Pass-Through Rate on the Class M-11 Certificates for any Distribution Date will be a rate per annum equal to the least of (i) One-Month LIBOR plus 2.00% in the case of each Distribution Date through and including the first possible Optional Termination Date or One-Month LIBOR plus 3.00% in the case of any Distribution Date thereafter, (ii) the applicable Net WAC Pass-Through Rate for the Distribution Date and (iii) 10.50% per annum.

The Pass-Through Rate on the Class M-12 Certificates for any Distribution Date will be a rate per annum equal to the least of (i) One-Month LIBOR plus 2.00% in the case of each Distribution Date through and including the first possible Optional Termination Date or One-Month LIBOR plus 3.00% in the case of any Distribution Date thereafter, (ii) the applicable Net WAC Pass-Through Rate for the Distribution Date and (iii) 10.50% per annum.

The Pass-Through Rate on the Class M-13 Certificates for any Distribution Date will be a rate per annum equal to the least of (i) One-Month LIBOR plus 2.00% in the case of each Distribution Date through and including the first possible Optional Termination Date or One-Month LIBOR plus 3.00% in the case of any Distribution Date thereafter, (ii) the applicable Net WAC Pass-Through Rate for the Distribution Date and (iii) 10.50% per annum.

The Pass-Through Rate on the Class M-14 Certificates for any Distribution Date will be a rate per annum equal to the least of (i) One-Month LIBOR plus 2.00% in the case of each Distribution Date through and including the first possible Optional Termination Date or One-Month LIBOR plus 3.00% in the case of any Distribution Date thereafter, (ii) the applicable Net WAC Pass-Through Rate for the Distribution Date and (iii) 10.50% per annum.

The Pass-Through Rate on the Class M-15 Certificates for any Distribution Date will be a rate per annum equal to the least of (i) One-Month LIBOR plus 2.00% in the case of each Distribution Date through and including the first possible Optional Termination Date or One-Month LIBOR plus 3.00% in the case of any Distribution Date thereafter, (ii) the applicable Net WAC Pass-Through Rate for the Distribution Date and (iii) 10.50% per annum.

The Class CE Certificates will accrue interest as described in footnote (2) to the Master REMIC table in the Preliminary Statements hereof.

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 not accompanied by scheduled interest due on any date or dates in any month or months subsequent to the month of such payment-in-full.

PCAOB :

Means the Public Company Accounting Oversight Board.

Percentage Interest: With respect to any Class of Certificates (other than the Residual Certificates) and any date of determination, the undivided percentage ownership in such Class evidenced by such Certificate, expressed as a percentage, the numerator of which is the initial Certificate Principal Balance represented by such Certificate and the denominator of which is the aggregate initial Certificate Principal Balance 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 of such Class or to an otherwise Authorized Denomination for such Class plus such remainder. With respect to any Residual Certificate, the undivided percentage ownership in such Class evidenced by such Certificate is as set forth on the face of such Certificate.

Permitted Transferee : With respect to the holding or ownership of any Residual Certificate, any Person other than (i) the United States, a State or any political subdivision thereof, or any agency or instrumentality of any of the foregoing, (ii) a foreign government or International Organization, or any agency or instrumentality of either of the foregoing, (iii) an organization (except certain farmers’ cooperatives described in Code Section 521) which is exempt from the taxes imposed by Chapter 1 of the Code (unless such organization is subject to the tax imposed by Section 511 of the Code on unrelated business taxable income), (iv) rural electric and telephone cooperatives described in Code Section 1381(a)(2)(C), (v) any electing large partnership under Section 775 of the Code, (vi) any Person from whom the Trustee or the Securities Administrator has not received an affidavit to the effect that it is not a “disqualified organization” within the meaning of Section 860E(e)(5) of the Code, and (vii) any other Person so designated by the Depositor based upon an Opinion of Counsel that the transfer of an Ownership Interest in a Residual Certificate to such Person may cause any REMIC created hereunder to fail to qualify as a REMIC at any time that the Certificates are outstanding. The terms “United States,” “State” and “International Organization” shall have the meanings set forth in Code Section 7701 or successor provisions. A corporation shall not be treated as an instrumentality of the United States or of any State or political subdivision thereof if all of its activities are subject to tax and, with the exception of Freddie Mac, a majority of its board of directors is not selected by such governmental unit.

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

PHH : PHH Mortgage Corporation, or any successor thereto.

PHH Servicing Agreement : The Mortgage Loan Flow Purchase, Sale and Servicing Agreement, dated as of December 1, 2005, between DB Structured Products, Inc., PHH and Bishop’s Gate Residential Mortgage Trust (as modified pursuant to the related Assignment Agreement).

Plan : An employee benefit plan or arrangement which is subject to Section 406 of ERISA and/or Section 4975 of the Code or an entity whose underlying assets include such plan’s or arrangement’s assets by reason of their investment in the entity.

Policy : The Financial Guaranty Insurance Policy No. 51763-N issued by the Insurer in respect of the Insured Certificates, including any endorsements thereto.

Policy Payments Account : The account created and maintained by the Securities Administrator pursuant to Section 12.04 hereof, which shall be entitled “Wells Fargo Bank, N.A, as Securities Administrator, in trust for the registered holders of Deutsche Bank Alt-B Securities Mortgage Loan Trust, Series 2006-AB4, Mortgage Pass-Through Certificates, Class A-1B-2, Class A-3A-2, Class A-4A, Class A-5 and Class A-7 Certificates.” The Policy Payments Account must be an Eligible Account.

Preference Amount : Shall have the meaning assigned to such term in the Policy.

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 amount on deposit in the Pre-Funding Account (exclusive of investment income) is reduced to zero or (ii) October 31, 2006.

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

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

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

(i)

the Loan identifying number;

(ii)

a code indicating the type of Prepayment Charge;

(iii)

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

(iv)

the term of the related Prepayment Charge;

(v)

the original Principal Balance of the related Loan; and

(vi)

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

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

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

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

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

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

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

(1)

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

(2)

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

(3)

the principal portions of the total amount deposited in the Distribution Account in connection with a Purchase Obligation under Section 2.03 or any permitted repurchase of a Loan; and

(4)

the principal portions of the Termination Price;

minus , the sum of the following amounts:

(1)

the principal portion of all Prepaid Monthly Payments;

(2)

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

(3)

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

(4)

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

(5)

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

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

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

Purchase Obligation : An obligation of the Depositor or the Seller to repurchase Loans under the circumstances and in the manner provided in Section 2.03.

Purchase Price : With respect to any Loan to be purchased pursuant to a Purchase Obligation, any Loan to be purchased pursuant to Section 3.31, 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 9.01, 100% of the fair market value of such REO Property, such valuation to be conducted by an appraiser mutually agreed upon between the Master Servicer and the Securities Administrator, in their reasonable discretion), (ii) in the case of (x) a Loan, accrued interest on such Principal Balance at the applicable Net Mortgage Rate from the date interest was last paid by the related Mortgagor or the date an Advance was last made by the applicable Servicer or the Master Servicer, which payment or Advance had as of the date of purchase been distributed pursuant to Section 4.01, through the end of the calendar month in which the purchase is to be effected and (y) an REO Property, the sum of (1) accrued interest on such Principal Balance at the applicable Net Mortgage Rate from the date interest was last paid by the related Mortgagor or the date an Advance was last made 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 allocable to such Loan or REO Property and any amounts due and owing to the Trustee, the Insurer, the Custodians, the Servicers, the Master Servicer and the Securities Administrator as of the Optional Termination Date and Swap Termination Payments payable to the Swap Provider not due to a Swap Provider Trigger Event which remain unpaid or which are due to the exercise of the optional termination right and (iv) in the case of a Loan required to be purchased pursuant to Section 2.03, expenses reasonably incurred or to be incurred by the Master Servicer, the Servicers, the Trustee or the Securities Administrator in respect of the breach or defect giving rise to a Purchase Obligation and any costs and damages incurred by the Trust Fund in connection with any violation by any such Loan of any predatory or abusive lending law.

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

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

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

Record Date : With respect to each Distribution Date and the Senior Certificates (other than the Class A-1B-1 and Class A-1B-2 Certificates), the last Business Day of the month immediately preceding the month in which the related Distribution Date occurs. With respect to each Distribution Date and the Class A-1B-1 and Class A-1B-2 Certificates and the Mezzanine Certificates, the Business Day immediately preceding the related Distribution Date.

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

Regular Interest Certificates :

The Certificates (other than the Class R Certificates).

Regulation AB : Means Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

Reimbursement Amount : As to any Distribution Date, the sum of (i)(a) all Guaranteed Distriubtions paid by the Insurer, but for which the Insurer has not been reimbursed prior to such Distribution Date pursuant to this Agreement, plus (b) interest accrued thereon, calculated at the related Late Payment Rate from the date the Insurer paid the Guaranteed Distributions to the Securities Administrator and (ii) without duplication, (a) any other amounts owing to the Insurer under this Agreement and the Indemnification Agreement, as certified to the Trustee and the Securities Administrator by the Insurer plus (b) interest accrued thereon calculated at the related Late Payment Rate.

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

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

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

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

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

REMIC I : The segregated pool of assets, with respect to which a REMIC election is to be made, consisting of: (i) the Loans (exclusive of payments of principal and interest due on or before the Cut-off Date, if any, received by the Master Servicer which shall not constitute an asset of the Trust Fund) as from time to time are subject to this Agreement and all payments under and proceeds of the Loans (exclusive of any Prepayment Charges that do not constitute Trust Prepayment Charges and late payment fees received on the Loans), together with all documents included in the related Mortgage File, subject to Section 2.01; (ii) such funds or assets as from time to time are deposited in the related Distribution Account in respect of a Loan and belonging to the Trust Fund; (iii) any REO Property in respect of a Loan; (iv) the primary hazard insurance policies, if any, the primary insurance policies, if any, and all other insurance policies with respect to the Loans; and (v) the Depositor’s interest in respect of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement as assigned to the Trustee pursuant to Section 2.01 hereof. The assets of REMIC I shall specifically exclude the Reserve Fund, the Swap Agreement, the Swap Account, the Pre-Funding Account, the Supplemental Interest Trust and the Capitalized Interest Account.

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

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

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

REMIC Regular Interest : A REMIC I Regular Interest, REMIC II Regular Interest, REMIC III Regular Interest or REMIC IV Regular Interest.

REMIC Swap Rate : For each Distribution Date (and the related Interest Accrual Period), a per annum rate equal to the product of: (i) the percentage used to calculate the fixed swap payment relating to such date and (ii) 2.

Remittance Report : A report by the Securities Administrator pursuant to Section 4.03.

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

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

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

Required Overcollateralization Amount: with respect to any Distribution Date (a) if such Distribution Date is prior to the Stepdown Date, 0.50% of the sum of the aggregate Scheduled Principal Balance of the Initial Loans as of the Cut-Off Date and the amount on deposit in the Pre-Funding Account on the Closing Date, or (b) if such Distribution Date is on or after the Stepdown Date, the greater of (i) 1.00% of the aggregate Scheduled Principal Balance of the Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses on the Loans incurred during the related Prepayment Period), plus, during the Pre-Funding Period, the amount on deposit in the Pre-Funding Account, and (ii) 0.35% of the sum of the aggregate Scheduled Principal Balance of the Initial Loans as of the Cut-Off Date and the amount on deposit in the Pre-Funding Account on the Closing Date. If a Trigger Event is in effect on any Distribution Date, the Required Overcollateralization Amount will be the same as the Required Overcollateralization Amount for the previous Distribution Date.

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

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

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

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

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

S&P : Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc.

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

Sarbanes-Oxley Certification : A written certification signed by an officer of the Master Servicer that complies with (i) the Sarbanes-Oxley Act of 2002, as amended from time to time, and (ii) Exchange Act Rules 13a-14(d) and 15d-14(d), as in effect from time to time; provided that if, after the Closing Date (a) the Sarbanes-Oxley Act of 2002 is amended, (b) the Exchange Act Rules referred to in clause (ii) are modified or superseded by any subsequent statement, rule or regulation of the Commission or any statement of a division thereof, or (c) any future releases, rules and regulations are published by the Commission from time to time pursuant to the Sarbanes-Oxley Act of 2002, which in any case affects the form or substance of the required certification and results in the required certification being, in the reasonable judgment of the Master Servicer, materially more onerous that the form of required certification as of the Closing Date, the Sarbanes-Oxley Certification shall be as agreed to by the Master Servicer, the Depositor and the Seller following a negotiation in good faith to determine how to comply with any such new requirements.

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

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

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

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

Senior Certificates : The Class A-1A, Class A-1B-1, Class A-1B-2, Class A-1C, Class A-2, Class A-3A, Class A-3A-1, Class A-3A-2, Class A-4A, Class A-4B, Class A-4C, Class A-5, Class A-6A-1, Class A-6A-2 and Class A-7 Certificates, collectively, and designated as such on the face thereof in substantially the form attached hereto as Exhibit A-1.

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

Senior Principal Distribution Amount : With respect to any Distribution Date is an amount equal to (a) prior to the Stepdown Date or on or after the Stepdown Date if a Trigger Event is in effect, the lesser of (x) the aggregate Certificate Principal Balance of the Senior Certificates immediately prior to the Distribution Date and (y) the Principal Distribution Amount; and (b) on or after the Stepdown Date if a Trigger Event is not in effect for that Distribution Date, the excess of (x) the aggregate Certificate Principal Balance of the Senior Certificates immediately prior to the Distribution Date over (y) the lesser of (A) the product of (i) approximately 84.00% and (ii) the aggregate Scheduled Principal Balance of the Loans (including amounts on deposit in the Pre-Funding Account) as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the excess, if any, of the aggregate Scheduled Principal Balance of the Loans (including amounts on deposit in the Pre-Funding Account) as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the product of (i) 0.35% and (ii) the aggregate Principal Balance of the Initial Loans as of the Cut-Off Date plus amounts on deposit in the Pre-Funding Account as of the Closing Date.

Servicer : AHMS, Countrywide, GMACM, Greenpoint, JPMorgan, Nat City, PHH or Wells Fargo, as applicable, or any successor appointed under the applicable Servicing Agreement.

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

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

Servicing Agreement : The AHMS Servicing Agreement, the Countrywide Servicing Agreement, the GMACM Servicing Released Agreement, the GMACM Servicing Retained Agreement, the GreenPoint Servicing Agreement, the JPMorgan Servicing Agreement, the National City Servicing Agreement, the PHH Servicing Agreement and the Wells Fargo Servicing Agreement.

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

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 : With respect to each Loan, the related per annum rate for such Loan, as set forth on the Loan Schedule.

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

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

Shift Percentage : With respect to any Distribution Date is the applicable percentage set forth below with respect to such Distribution Date:

Distribution Date		Percentage
October 2006 to September 2009		0%
October 2009 to September 2011		45%
October 2011 to September 2012		80%
October 2012 to September 2013		100%
October 2013 and thereafter		300%

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

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

Startup Day : With respect to each REMIC, the day designated as such pursuant to Section 10.01(b) hereof.

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

Subcontractor : Any vendor, subcontractor or other Person that is not responsible for the overall servicing of Loans but performs one or more discrete functions identified in Item 1122(d) of Regulation AB with respect to Loans under the direction or authority of any Servicer (or a Sub-Servicer of any Servicer), the Master Servicer, the Trustee, any Custodian or the Securities Administrator.

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

Subsequent Cut-off Date : With respect to those Subsequent Loans sold to the Trust pursuant to a Subsequent Transfer Instrument and as specified on the Loan Schedule, the later of (i) the 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 2.06, such Loan being identified on the Loan Schedule attached to a Subsequent Transfer Instrument and assigned to the Trust Fund.

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

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

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

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

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

Substitute Loan: A mortgage loan substituted for a Deleted Loan pursuant to the terms of this Agreement which must, on the date of such substitution, (i) have an outstanding principal balance, after application of all scheduled payments of principal and interest due during or prior to the month of substitution, not in excess of the Scheduled Principal Balance of the Deleted Loan as of the Due Date in the calendar month during which the substitution occurs, (ii) have a Mortgage Interest Rate not less than (and not more than one percentage point in excess of) the Mortgage Interest Rate of the Deleted Loan, (iii) have a remaining term to maturity not greater than (and not more than one year less than) that of the Deleted Loan, (iv) have the same Due Date as the Due Date on the Deleted Loan, (v) have a Loan-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) be a “qualified mortgage” as defined in the REMIC Provisions and (viii) conform to each representation and warranty set forth in Section 6 of the Mortgage Loan Purchase Agreement applicable to the Deleted Loan. In the event that one or more mortgage loans are substituted for one or more Deleted Loans, the amounts described in clause (i) hereof shall be determined on the basis of aggregate principal balances, the Mortgage Interest Rates described in clause (ii) hereof shall be determined on the basis of weighted average Mortgage Interest Rates, the terms described in clause (iii) hereof shall be determined on the basis of weighted average remaining term to maturity, the Loan-to-Value Ratios described in clause (v) hereof shall be satisfied as to each such 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.

Supplemental Interest Trust: Has the meaning set forth in Section 4.10 of this Agreement.

Swap Account : A segregated trust account established and maintained by the Securities Administrator pursuant to Section 4.08 of this Agreement.

Swap Agreement : The Interest Rate Swap Agreement, dated as of September 29, 2006, between HSBC Bank USA, National Association, as trustee on behalf of the Supplemental Interest Trust, and the Swap Provider, together with any schedules, confirm