POOLING AND SERVICING AGREEMENT

EXECUTION COPY

 

 

 

 

DEUTSCHE ALT-A SECURITIES, INC.

Depositor

and

WELLS FARGO BANK, N.A.

Master Servicer and Securities Administrator

and

HSBC BANK USA, NATIONAL ASSOCIATION

Trustee

_____________________

POOLING AND SERVICING AGREEMENT

Dated as of December 1, 2006

_____________________

Mortgage Pass-Through Certificates

Series 2006-AR6

 

 

 

 

TABLE OF CONTENTS

ARTICLE I DEFINITIONS

12

Section 1.1

Definitions.

12

Section 1.2

Allocation of Certain Interest Shortfalls.

53

ARTICLE II CONVEYANCE OF TRUST FUND; ORIGINAL ISSUANCE OF CERTIFICATES

55

Section 2.1

Conveyance of Trust Fund.

55

Section 2.2

Acceptance by Trustee.

56

Section 2.3

Repurchase or Substitution of Loans.

56

Section 2.4

Authentication and Delivery of Certificates; Designation of Certificates as REMIC

Regular and Residual Interests.

59

Section 2.5

Representations and Warranties of the Master Servicer.

60

Section 2.6

Conveyance of Subsequent Loans.

61

Section 2.7

Establishment of the Trust.

63

Section 2.8

Purpose and Powers of the Trust.

64

ARTICLE III ADMINISTRATION AND SERVICING OF THE LOANS; ACCOUNTS

65

Section 3.1

Master Servicer.

65

Section 3.2

REMIC-Related Covenants.

66

Section 3.3

Monitoring of Servicers.

66

Section 3.4

Fidelity Bond.

67

Section 3.5

Power to Act; Procedures.

68

Section 3.6

Due-on-Sale Clauses; Assumption Agreements.

69

Section 3.7

Release of Mortgage Files.

69

Section 3.8

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

for Trustee.

70

Section 3.9

Standard Hazard Insurance and Flood Insurance Policies.

70

Section 3.10

Presentment of Claims and Collection of Proceeds.

71

Section 3.11

Maintenance of the Primary Mortgage Insurance Policies.

71

Section 3.12

Trustee to Retain Possession of Certain Insurance Policies and Documents.

72

Section 3.13

Realization Upon Defaulted Loans.

72

Section 3.14

Compensation for the Master Servicer.

72

Section 3.15

REO Property.

73

Section 3.16

Annual Statement as to Compliance.

74

Section 3.17

Assessments of Compliance.

74

Section 3.18

Master Servicer and Securities Administrator Attestation Reports.

75

Section 3.19

Annual Certification.

76

Section 3.20

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

77

Section 3.21

Obligation of the Master Servicer in Respect of Compensating Interest.

78

Section 3.22

Protected Accounts.

78

Section 3.23

Distribution Account.

79

Section 3.24

Permitted Withdrawals and Transfers from the Distribution Account.

80

Section 3.25

Reserve Fund.

82

Section 3.26

Pre-Funding Account.

83

Section 3.27

Capitalized Interest Account.

84

Section 3.28

Carryover Reserve Fund

85

Section 3.29

Prepayment Penalty Verification.

86

Section 3.30

Reports Filed with Securities and Exchange Commission.

87

Section 3.31

Special Servicing.

92

Section 3.32

Purchase of Delinquent Loans.

93

ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS;  ADVANCES; STATEMENTS

AND REPORTS

95

Section 4.1

Distributions to Certificateholders.

95

Section 4.2

Allocation of Realized Losses.

103

Section 4.3

Statements to Certificateholders.

105

Section 4.4

Advances.

107

Section 4.5

Compliance with Withholding Requirements.

108

Section 4.6

REMIC Distributions.

108

Section 4.7

[Reserved.]

108

Section 4.8

Swap Account.

108

Section 4.9

Cap Account.

109

Section 4.10

Supplemental Interest Trust

109

ARTICLE V THE CERTIFICATES

110

Section 5.1

The Certificates.

110

Section 5.2

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

Denominations.

110

Section 5.3

Registration of Transfer and Exchange of Certificates.

111

Section 5.4

Mutilated, Destroyed, Lost or Stolen Certificates.

116

Section 5.5

Persons Deemed Owners.

116

ARTICLE VI THE DEPOSITOR, MASTER SERVICER AND THE CREDIT RISK

MANAGER

117

Section 6.1

Liability of the Depositor and the Master Servicer.

117

Section 6.2

Merger or Consolidation of the Depositor or the Master Servicer.

117

Section 6.3

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

Securities Administrator and Others.

117

Section 6.4

Limitation on Resignation of the Master Servicer.

118

Section 6.5

Assignment of Master Servicing.

118

Section 6.6

Rights of the Depositor in Respect of the Master Servicer.

119

Section 6.7

Duties of the Credit Risk Manager

119

Section 6.8

Limitation Upon Liability of the Credit Risk Manager.

120

Section 6.9

Removal of the Credit Risk Manager.

120

Section 6.10

Transfer of Servicing by the Seller of Certain Loans Serviced by GMAC; Special

Servicer.

120

ARTICLE VII DEFAULT

123

Section 7.1

Master Servicer Events of Default.

123

Section 7.2

Trustee to Act; Appointment of Successor.

125

Section 7.3

Notification to Certificateholders.

126

Section 7.4

Waiver of Master Servicer Events of Default.

126

ARTICLE VIII CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

127

Section 8.1

Duties of Trustee and Securities Administrator.

127

Section 8.2

Certain Matters Affecting Trustee and Securities Administrator.

128

Section 8.3

Trustee and Securities Administrator not Liable for Certificates or Loans.

130

Section 8.4

Trustee, Master Servicer and Securities Administrator May Own Certificates.

130

Section 8.5

Fees and Expenses of Trustee and Securities Administrator.

130

Section 8.6

Eligibility Requirements for Trustee and Securities Administrator.

131

Section 8.7

Resignation and Removal of Trustee and Securities Administrator.

132

Section 8.8

Successor Trustee or Securities Administrator.

133

Section 8.9

Merger or Consolidation of Trustee or Securities Administrator.

134

Section 8.10

Appointment of Co-Trustee or Separate Trustee.

134

Section 8.11

Appointment of Office or Agency.

135

Section 8.12

Representations and Warranties of the Trustee.

135

ARTICLE IX TERMINATION

137

Section 9.1

Termination Upon Purchase or Liquidation of All Loans.

137

Section 9.2

Additional Termination Requirements.

139

ARTICLE X REMIC PROVISIONS

140

Section 10.1

REMIC Administration.

140

Section 10.2

Prohibited Transactions and Activities.

143

Section 10.3

Indemnification.

143

ARTICLE XI MISCELLANEOUS PROVISIONS

145

Section 11.1

Amendment.

145

Section 11.2

Recordation of Agreement; Counterparts.

146

Section 11.3

Limitation on Rights of Certificateholders.

146

Section 11.4

Governing Law.

147

Section 11.5

Notices.

147

Section 11.6

Severability of Provisions.

148

Section 11.7

Notice to Rating Agencies.

148

Section 11.8

Article and Section References.

149

Section 11.9

Grant of Security Interest.

149

 

 

 

EXHIBITS

 

Schedule One	-	Loan Schedule
Schedule Two	-	Prepayment Charge Schedule
Schedule Three	-	Identified Subsequent Loans
Schedule Four	-	Cap Agreement Schedule
Schedule Five	-	Trust Prepayment Charge Schedule

 

 

This Pooling and Servicing Agreement, dated and effective as of December 1, 2006 (this “Agreement”), is executed by and among Deutsche Alt-A Securities, Inc., as depositor (the “Depositor”), Wells Fargo Bank, N.A., as master servicer (the “Master Servicer”) and as 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.  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 Supplement dated December 14, 2006 to a Prospectus dated May 19, 2006 (together, the “Prospectus”).  The Trust Fund created hereunder is intended to be the “Trust” as described in the Prospectus and the Certificates are intended to be the “Certificates” described therein.

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, the Carryover Reserve Fund, the Cap Account and the Swap Account), any REO Property, and any proceeds of the foregoing.  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”):

____________________

(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 Net WAC Pass-Through Rate, computed without regard to the Subsequent Loans and the Swap Agreement.

(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 Net WAC Pass-Through Rate, computed solely with respect to the Subsequent Loans and without regard to the Swap Agreement

(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 other Trust Prepayment Charges received in respect of the Loans shall be allocated to the T1-P&I interest.

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 II:

____________________

(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”):

____________________

(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 for the Swap Agreement 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
2	T2-F1
2-3	T2-F2
2-4	T2-F3
2-5	T2-F4
2-6	T2-F5
2-7	T2-F6
2-8	T2-F7
2-9	T2-F8
2-10	T2-F9
2-11	T2-F10
2-12	T2-F11
2-13	T2-F12
2-14	T2-F13
2-15	T2-F14
2-16	T2-F15
2-17	T2-F16
2-18	T2-F17
2-19	T2-F18
2-20	T2-F19
2-21	T2-F20
2-22	T2-F21
2-23	T2-F22
2-24	T2-F23
2-25	T2-F24
2-26	T2-F25
2-27	T2-F26
2-28	T2-F27
2-29	T2-F28
2-30	T2-F29
2-31	T2-F30
2-32	T2-F31
2-33	T2-F32
2-34	T2-F33
2-35	T2-F34
2-36	T2-F35
2-37	T2-F36
2-38	T2-F37
2-39	T2-F38
2-40	T2-F39
2-41	T2-F40
2-42	T2-F41
2-43	T2-F42
2-44	T2-F43
2-45	T2-F44
2-46	T2-F45
2-47	T2-F46
2-48	T2-F47
2-49	T2-F48
2-50	T2-F49
2-51	T2-F50
2-52	T2-F51
2-53	T2-F52
2-54	T2-F53
2-55	T2-F54
2-56	T2-F55
2-57	T2-F56
2-58	T2-F57

 

(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 Certificate 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”):

____________________

(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 T4-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, determined without regard to the Swap Agreement.

The Certificates:

The following table irrevocably sets forth the designations, initial Certificate Principal Balance or Notional Amount and Pass-Through Rate for each Class of Certificates:

Class Designation	Initial Certificate Principal Balance	Pass-Through Rate	Assumed Final Maturity Date (1)
A-1	$97,059,000	(2)	February 2037
A-2	$10,784,000	(2)	February 2037
A-3	$182,157,000	(2)	February 2037
A-4	$349,490,000	(2)	February 2037
A-5	$105,139,000	(2)	February 2037
A-6	$670,166,000	(2)	February 2037
A-7	$74,463,000	(2)	February 2037
A-8	$165,473,000	(2)	February 2037
M-1	$29,990,000	(2)	February 2037
M-2	$16,759,000	(2)	February 2037
M-3	$10,584,000	(2)	February 2037
M-4	$6,174,000	(2)	February 2037
M-5	$6,174,000	(2)	February 2037
M-6	$6,174,000	(2)	February 2037
M-7	$6,174,000	(2)	February 2037
M-8	$6,174,000	(2)	February 2037
M-9	$6,174,000	(2)	February 2037
M-10	$8,820,000	(2)	February 2037
CE	$6,177,574	(3)	N/A
P	$100	(4)	N/A
R	$0	(4)	February 2037

___________________

(1)

Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the 36 ^th month following the maturity date for the Loan held in the Trust 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 for each Class A Certificate and each Class M Certificate are as set forth in the definition of  “Pass-Through Rate” herein.

(3)

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.

(4)

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

 

W I T N E S S E T H

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

ARTICLE I
DEFINITIONS

Section 1.1

Definitions.  

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

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

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

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

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

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

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

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

Adjustable Rate Certificates :  The Class A Certificates and the Class M Certificates.

Administration Fee: W ith respect to each Loan and any Distribution Date, will be equal to the product of one-twelfth of (x) the Administration Fee Rate for such Loan multiplied by (y) the principal balance of that Loan as of the last day of the immediately preceding Due Period (or as of the Cut-Off Date with respect to the first Distribution Date), after giving effect to principal prepayments received during the related Prepayment Period.

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

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

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

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

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

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.

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

American Home Servicing Agreement :  The Master Mortgage Loan Purchase and Servicing Agreement, dated as of May 1, 2006, between the Seller and American Home and as modified pursuant to the related Assignment Agreement.

Anniversary :  Each anniversary of the Cut-Off Date.

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

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

Assignment Agreements :  Shall mean (i) the Assignment, Assumption and Recognition Agreement, dated as of December 15, 2006 among the Seller, the Depositor and GMACM pursuant to which the GMACM Servicing Agreement was assigned to the Depositor, (ii) the Assignment, Assumption and Recognition Agreement, dated as of December 15, 2006, among the Seller, the Depositor, Countrywide Home Loans Servicing LP and Countrywide, pursuant to which the Countrywide Servicing Agreement was assigned to the Depositor, (iii) the Assignment, Assumption and Recognition Agreement, dated as of December 15, 2006, among the Seller, the Depositor and IndyMac, pursuant to which the IndyMac Servicing Agreement was assigned to the Depositor, (iv) the Assignment, Assumption and Recognition Agreement, dated as of December 15, 2006, among the Seller, the Depositor and Greenpoint, pursuant to which the Greenpoint Servicing Agreement was assigned to the Depositor, (v) the Assignment, Assumption and Recognition Agreement, dated as of December 15, 2006, among the Seller, the Depositor and Wells Fargo, pursuant to which the Wells Fargo Servicing Agreement was assigned to the Depositor, (vi) the Assignment, Assumption and Recognition Agreement, dated as of December 15, 2006, among the Seller, the Depositor and Franklin Bank, pursuant to which the Franklin Bank Servicing Agreement was assigned to the Depositor, and (vii) the Assignment, Assumption and Recognition Agreement, dated as of December 15, 2006, among the Seller, the Depositor and American Home, pursuant to which the American Home Servicing Agreement was assigned to the Depositor.

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

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

(1)

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

(a)

all Prepaid Monthly Payments;

(b)

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

(c)

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

(d)

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

(e)

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

(f)

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

(g)

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

(h)

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

(i)

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

(2)

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

(3)

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

(4)

the total amount, to the extent not previously distributed, of all cash received by the Distribution Date by the Trustee or the Master Servicer, in respect of a Purchase Obligation under Section 2.3 or any permitted repurchase of a Loan 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 Class A Certificates and the Class M Certificates, beneficial ownership and transfers of which shall be made through book entries as described in Section 5.1 and Section 5.3.

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

Cap Account : A segregated trust account established and maintained by the Securities Administrator pursuant to Section 4.10 of this Agreement.

Cap Agreement: The cap agreement between the Securities Administrator on behalf of the Supplement Interest Trust and the Cap Provider relating to the Certificates in the form attached hereto as Exhibit Q.

Cap Agreement Report :  The report to be delivered at least four Business Days prior to each Distribution Date by the Cap Provider to the Securities Administrator containing the amount of any payment payable by the Cap Provider to the Supplemental Interest Trust with respect to the Cap Agreement for that Distribution Date.

Cap Provider:  The cap provider under the Cap Agreement and any successor in interest or assign. Initially, the Cap Provider shall be Swiss Re Financial Products Corporation.

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

Capitalized Interest Requirement :  On the Closing Date, $1,329,617, 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.

Carryover Reserve Fund : The account established and maintained by the Securities Administrator pursuant to Section 3.28.

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 Class A Certificate, Class M Certificate or Class P Certificate outstanding at any time, represents the then maximum amount that the holder of such Certificate is entitled to receive as distributions allocable to principal from the cash flow on the Loans and the other assets in the Trust Fund. The Certificate Principal Balance of a Class A Certificate, Class M Certificate or Class P Certificate as of any date of determination is equal to the initial Certificate Principal Balance of such Certificate reduced by the aggregate of (i) all amounts allocable to principal previously distributed with respect to that Certificate, 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 4.2. The Certificate Principal Balance of the Class CE Certificates as of any date of determination is equal to the excess, if any, of (i) the then aggregate Principal Balance of the Loans over (ii) the then aggregate Certificate Principal Balance of the Class A Certificates, the Class M Certificates and the Class P Certificates. The initial Certificate Principal Balance of each Class of Certificates is set forth in the Preliminary Statement hereto.  When used in reference to a Class, the term Certificate Principal Balance means the aggregate of the Certificate Principal Balances of all Certificates of such Class, and when used in reference to a group of Classes (such as the Class A Certificates and Class M Certificates) shall mean the aggregate Certificate Principal Balances of all Classes of Certificates included in such group.

Certificate Register :  The register maintained pursuant to Section 5.3.

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

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

Class :  All Certificates having the same priority and rights to payments from the Available Distribution Amount, designated as a separate Class under the heading 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 Certificates :  The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7 and Class A-8 Certificates, collectively, and designated as such on the face thereof in substantially the form attached hereto as Exhibits A-1.

Class CE Certificates :  The Class CE Certificates designated as such on the face thereof in substantially the form attached hereto as Exhibit A-3.

Class M 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 and Class M-10 Certificates, collectively, and designated as such on the face thereof in substantially the form attached hereto as Exhibit A-2.

Class M-1 Principal Distribution Amount :  The Class M-1 Principal Distribution Amount for any Distribution Date is an amount equal to the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates after taking into account the payment of the Senior Principal Distribution Amount on the Distribution Date and (ii) the Certificate Principal Balance of the Class M-1 Certificates immediately prior to the Distribution Date over (y) the lesser of (A) the product of (i) 91.00% and (ii) the aggregate Scheduled Principal Balance of the Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the excess, if any, of the aggregate Scheduled Principal Balance of the Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) over the product of (i) 0.35% 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 Class A Certificates after taking into account the payment of the Senior Principal Distribution Amount on the Distribution Date, (ii) the Certificate Principal Balance of the Class M-1 Certificates after taking into account the payment of the Class M-1 Principal Distribution Amount on the Distribution Date and (iii) the Certificate Principal Balance of the Class M-2 Certificates immediately prior to the Distribution Date over (y) the lesser of (A) the product of (i) 92.90% and (ii) the aggregate Scheduled Principal Balance of the Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the excess, if any, of the aggregate Scheduled Principal Balance of the Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) over the product of (i) 0.35% and (ii) the aggregate Scheduled Principal Balance of the Initial Loans as of the Cut-Off Date plus amounts on deposit in the Pre-Funding Account as of the Closing Date.

Class M-3 Principal Distribution Amount :  The Class M-3 Principal Distribution Amount for any Distribution Date is an amount equal to the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates after taking into account the payment of the Senior Principal Distribution Amount on the Distribution Date, (ii) the Certificate Principal Balance of the Class M-1 Certificates after taking into account the payment of the Class M-1 Principal Distribution Amount on the Distribution Date, (iii) the Certificate Principal Balance of the Class M-2 Certificates after taking into account the payment of the Class M-2 Principal Distribution Amount on the Distribution Date and (iv) the Certificate Principal Balance of the Class M-3 Certificates immediately prior to the Distribution Date over (y) the lesser of (A) the product of (i) 94.10% and (ii) the aggregate Scheduled Principal Balance of the Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) excess, if any, of the aggregate Scheduled Principal Balance of the Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) over the product of (i) 0.35% and (ii) the aggregate Scheduled Principal Balance of the Initial Loans as of the Cut-Off Date plus amounts on deposit in the Pre-Funding Account as of the Closing Date.

Class M-4 Principal Distribution Amount :   The Class M-4 Principal Distribution Amount for any Distribution Date is an amount equal to the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates after taking into account the payment of the Senior Principal Distribution Amount on the Distribution Date, (ii) the Certificate Principal Balance of the Class M-1 Certificates after taking into account the payment of the Class M-1 Principal Distribution Amount on the Distribution Date, (iii) the Certificate Principal Balance of the Class M-2 Certificates after taking into account the payment of the Class M-2 Principal Distribution Amount on the Distribution Date, (iv) the Certificate Principal Balance of the Class M-3 Certificates after taking into account the payment of the Class M-3 Principal Distribution Amount on the Distribution Date and (v) the Certificate Principal Balance of the Class M-4 Certificates immediately prior to the Distribution Date over (y) the lesser of (A) the product of (i) 94.80% and (ii) the aggregate Scheduled Principal Balance of the Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the excess, if any, of the aggregate Scheduled Principal Balance of the Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) over the product of (i) 0.35% and (ii) the aggregate Scheduled Principal Balance of the Initial Loans as of the Cut-Off Date plus amounts on deposit in the Pre-Funding Account as of the Closing Date.

Class M-5 Principal Distribution Amount :  The Class M-5 Principal Distribution Amount for any Distribution Date is an amount equal to the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates after taking into account the payment of the Senior Principal Distribution Amount on the Distribution Date, (ii) the Certificate Principal Balance of the Class M-1 Certificates after taking into account the payment of the Class M-1 Principal Distribution Amount on the Distribution Date, (iii) the Certificate Principal Balance of the Class M-2 Certificates after taking into account the payment of the Class M-2 Principal Distribution Amount on the Distribution Date, (iv) the Certificate Principal Balance of the Class M-3 Certificates after taking into account the payment of the Class M-3 Principal Distribution Amount on the Distribution Date, (v) the Certificate Principal Balance of the Class M-4 Certificates after taking into account the payment of the Class M-4 Principal Distribution Amount on the Distribution Date and (vi) the Certificate Principal Balance of the Class M-5 Certificates immediately prior to the Distribution Date over (y) the lesser of (A) the product of (i) 95.50% and (ii) the aggregate Scheduled Principal Balance of the Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the excess, if any, of, the aggregate Scheduled Principal Balance of the Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) over the product of (i) 0.35% and (ii) the aggregate Scheduled Principal Balance of the Initial Loans as of the Cut-Off Date plus amounts on deposit in the Pre-Funding Account as of the Closing Date.

Class M-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 Class A Certificates after taking into account the payment of the Senior Principal Distribution Amount on the Distribution Date, (ii) the Certificate Principal Balance of the Class M-1 Certificates after taking into account the payment of the Class M-1 Principal Distribution Amount on the Distribution Date, (iii) the Certificate Principal Balance of the Class M-2 Certificates after taking into account the payment of the Class M-2 Principal Distribution Amount on the Distribution Date, (iv) the Certificate Principal Balance of the Class M-3 Certificates after taking into account the payment of the Class M-3 Principal Distribution Amount on the Distribution Date, (v) the Certificate Principal Balance of the Class M-4 Certificates after taking into account the payment of the Class M-4 Principal Distribution Amount on the Distribution Date, (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) 96.20% and (ii) the aggregate Scheduled Principal Balance of the Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the excess, if any, of, the aggregate Scheduled Principal Balance of the Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) over the product of (i) 0.35% and (ii) the aggregate Scheduled Principal Balance of the Initial Loans as of the Cut-Off Date plus amounts on deposit in the Pre-Funding Account as of the Closing Date.

Class M-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 Class A Certificates after taking into account the payment of the Senior Principal Distribution Amount on the Distribution Date, (ii) the Certificate Principal Balance of the Class M-1 Certificates after taking into account the payment of the Class M-1 Principal Distribution Amount on the Distribution Date, (iii) the Certificate Principal Balance of the Class M-2 Certificates after taking into account the payment of the Class M-2 Principal Distribution Amount on the Distribution Date, (iv) the Certificate Principal Balance of the Class M-3 Certificates after taking into account the payment of the Class M-3 Principal Distribution Amount on the Distribution Date, (v) the Certificate Principal Balance of the Class M-4 Certificates after taking into account the payment of the Class M-4 Principal Distribution Amount on the Distribution Date, (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) 96.90% and (ii) the aggregate Scheduled Principal Balance of the Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the excess, if any, of, the aggregate Scheduled Principal Balance of the Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) over the product of (i) 0.35% and (ii) the aggregate Scheduled Principal Balance of the Initial Loans as of the Cut-Off Date plus amounts on deposit in the Pre-Funding Account as of the Closing Date.

Class M-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 Class A Certificates after taking into account the payment of the Senior Principal Distribution Amount on the Distribution Date, (ii) the Certificate Principal Balance of the Class M-1 Certificates after taking into account the payment of the Class M-1 Principal Distribution Amount on the Distribution Date, (iii) the Certificate Principal Balance of the Class M-2 Certificates after taking into account the payment of the Class M-2 Principal Distribution Amount on the Distribution Date, (iv) the Certificate Principal Balance of the Class M-3 Certificates after taking into account the payment of the Class M-3 Principal Distribution Amount on the Distribution Date, (v) the Certificate Principal Balance of the Class M-4 Certificates after taking into account the payment of the Class M-4 Principal Distribution Amount on the Distribution Date, (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) 97.60% and (ii) the aggregate Scheduled Principal Balance of the Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the excess, if any, of, the aggregate Scheduled Principal Balance of the Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) over the product of (i) 0.35% and (ii) the aggregate Scheduled Principal Balance of the Initial Loans as of the Cut-Off Date plus amounts on deposit in the Pre-Funding Account as of the Closing Date.

Class M-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 Class A Certificates after taking into account the payment of the Senior Principal Distribution Amount on the Distribution Date, (ii) the Certificate Principal Balance of the Class M-1 Certificates after taking into account the payment of the Class M-1 Principal Distribution Amount on the Distribution Date, (iii) the Certificate Principal Balance of the Class M-2 Certificates after taking into account the payment of the Class M-2 Principal Distribution Amount on the Distribution Date, (iv) the Certificate Principal Balance of the Class M-3 Certificates after taking into account the payment of the Class M-3 Principal Distribution Amount on the Distribution Date, (v) the Certificate Principal Balance of the Class M-4 Certificates after taking into account the payment of the Class M-4 Principal Distribution Amount on the Distribution Date, (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) 98.30% and (ii) the aggregate Scheduled Principal Balance of the Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the excess, if any, of, the aggregate Scheduled Principal Balance of the Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) over the product of (i) 0.35% and (ii) the aggregate Scheduled Principal Balance of the Initial Loans as of the Cut-Off Date plus amounts on deposit in the Pre-Funding Account as of the Closing Date.

Class M-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 Class A Certificates after taking into account the payment of the Senior Principal Distribution Amount on the Distribution Date, (ii) the Certificate Principal Balance of the Class M-1 Certificates after taking into account the payment of the Class M-1 Principal Distribution Amount on the Distribution Date, (iii) the Certificate Principal Balance of the Class M-2 Certificates after taking into account the payment of the Class M-2 Principal Distribution Amount on the Distribution Date, (iv) the Certificate Principal Balance of the Class M-3 Certificates after taking into account the payment of the Class M-3 Principal Distribution Amount on the Distribution Date, (v) the Certificate Principal Balance of the Class M-4 Certificates after taking into account the payment of the Class M-4 Principal Distribution Amount on the Distribution Date, (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) 99.30% and (ii) the aggregate Scheduled Principal Balance of the Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the excess, if any, of, the aggregate Scheduled Principal Balance of the Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) over the product of (i) 0.35% and (ii) the aggregate Scheduled Principal Balance of the Initial Loans as of the Cut-Off Date plus amounts on deposit in the Pre-Funding Account as of the Closing Date.

Class P Certificates :  The Class P Certificates, and designated as such on the face thereof in substantially the form attached hereto 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 formed hereby pursuant to Section 2.4.

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

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

Closing Date :  December 15, 2006.

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

Commission:  Means the United States 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.

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, N.A., Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention:  DBALT 2006-AR6 and (B) for all other purposes, Wells Fargo Bank, N.A., 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention:  DBALT 2006-AR6, 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 Class of Certificate :  With respect to each REMIC III Regular Interest and each REMIC IV Regular Interest, the Class of Certificate with the corresponding designation.

Countrywide:  Countrywide Home Loans, Inc., or any successor thereto.

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

Countywide Servicing Agreement:  The Amended and Restated Master Mortgage Loan Purchase and Servicing Agreement dated as of May 1, 2004, as amended and restated to and including August 1, 2005 as further amended by the Amendment Reg AB dated as of January 31, 2006, between the Seller and Countrywide, as assigned the servicing rights to Countrywide Servicing pursuant to Section 7.05 of the Countrywide Servicing 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) by (y) the sum of (a) the aggregate Principal Balance of the Loans plus (b) any 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 aggregate of the Scheduled Principal Balance of each Loan 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 :  December 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 December 1, 2006, among DBNTC, Wells Fargo, American Home and GMAC, as may be amended from time to time.

Definitive Certificates :  As defined in Section 5.3.

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

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

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

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

Depository Agreement :  The Letter of Representations, dated December 14, 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 designated “Wells Fargo Bank, N.A., as Securities Administrator, in trust for registered holders of Deutsche Alt-A Securities Mortgage Loan Trust, Series 2006-AR6”.  Funds in the Distribution Account shall be held in trust for the Certificateholders 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, beginning in January 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 (1) maintained by the Securities Administrator with a federal or state chartered depository institution or trust company that complies with the definition of “Eligible Institution,” or (2) maintained with the corporate trust department of a federal depository institution or state-chartered depository institution subject to regulations regarding fiduciary funds on deposit similar to Title 12 of the U.S. Code of Federal Regulation Section 9.10(b), which, in either case, has corporate trust powers and is acting in its fiduciary capacity.

Eligible Institution :  An institution having both (a) (i) the highest short-term debt rating, and one of the two highest long-term debt ratings of Fitch and Moody’s, (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 Fitch and Moody’s, or (iii) the approval of Fitch and S&P and (b) (i) commercial paper, short-term debt obligations, or other short-term deposits rated at least ‘A-1+’ or long-term unsecured debt obligations rated at least ‘AA-’ by S&P, if the amounts on deposit are to be held in the account for no more than 365 days; or (ii) commercial paper, short-term debt obligations, or other short-term deposits rated at least ‘A-1’ by S&P, if the amounts on deposit represent less than 20% of the initial par value of the securities, are not intended to be used as credit enhancement, and are to be held in the account for less than 30 days.

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 “Aaa” in the case of Moody’s (the initial rating of the Class A Certificates);

(c)

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

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

(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, the Class P and the 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.

Fitch: Fitch Ratings or any successor thereto.

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

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

Franklin Bank Servicing Agreement :  The Master Mortgage Loan Purchase and Servicing Agreement, dated as of December 1, 2005, between the Seller and Franklin Bank and as modified pursuant to the related Assignment Agreement.

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

GMACM :  GMAC Mortgage, LLC, or any successor thereto.

GMACM Servicing Agreement :  The Servicing Agreement, dated as of August 5, 2005, as amended by Amendment Number One, dated January 31, 2006, between the Seller and GMACM and as modified pursuant to the related Assignment Agreement.

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

GreenPoint Servicing Agreement :  The Amended and Restated Master Mortgage Loan Purchase and Servicing Agreement, dated as of January 1, 2005, between the Seller and GreenPoint, as amended by Amendment One, dated as of April 8, 2005, Amendment Two, dated as of June 30, 2005, Amendment Three, dated as of October 7, 2005, Amendment Four, dated as of March 7, 2006, and Amendment Five, dated as of June 9, 2006, each between the Seller and GreenPoint (as modified pursuant to the related Assignment Agreement).

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

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

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

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

IndyMac :  IndyMac Bank, F.S.B., or any successor thereto.

IndyMac Servicing Agreement :  The First Amended and Restated Master Mortgage Loan Purchase and Servicing Agreement, dated as of June 1, 2005, as amended and restated to and including December 1, 2005, between the Seller and IndyMac and as modified pursuant to the related Assignment Agreement.

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.

Interest Accrual Period :  With respect to the Class A Certificates and the Class M Certificates, (i) with respect to the first Distribution Date, the period commencing on the Closing Date and ending on the day preceding that Distribution Date and (ii) with respect to any Distribution Date thereafter, the period commencing on the Distribution Date in the month immediately preceding the month in which that Distribution Date occurs and ending on the day preceding that Distribution Date. Interest on each such Class of Certificates will be calculated based on a 360-day year and the actual number of days elapsed in the related Interest Accrual Period.  With respect to any Distribution Date and the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests and the REMIC IV Regular Interests, the one-month period ending on the last day of the calendar month immediately preceding the month in which such Distribution Date occurs.

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

Interest Distribution Amount :  On any Distribution Date, for any Class of Certificates (other than the Class CE Certificates, 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 1.2 and the interest portion of Realized Losses allocated to such Class pursuant to Section 1.2.  On any Distribution Date, for the Class CE Certificates, the amount of interest accrued during the related Interest Accrual Period with respect to the T4-X interest in REMIC IV, reduced by Uncompensated Interest Shortfalls allocated to the Class CE Certificates pursuant to Section 1.2 and the interest portion of Realized Losses allocated to the Class CE Certificates pursuant to Section 1.2.

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

(1)

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

(2)

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

(3)

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

(4)

the interest portions of the total amount deposited in the Distribution Account in connection with a Purchase Obligation under Section 2.3, any permitted purchase of a Loan pursuant to Section  3.31 or any permitted repurchase of a Loan;

(5)

the interest portions of the Termination Price;

minus the sum of the following amounts:

(1)

the interest portion of all Prepaid Monthly Payments;

(2)

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

(3)

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

(4)

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

(5)

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

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

Issuing Entity :  Deutsche Alt-A Securities Mortgage Loan Trust, Series 2006-AR6.

Last Scheduled Distribution Date :  The Distribution Date in February 2037.

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 2.3 or Section 9.1.

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

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

(i)

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

(ii)

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

(iii)

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

(iv)

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

(v)

the original Principal Balance;

(vi)

the first payment date;

(vii)

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

(viii)

the date of the last paid installment of interest;

(ix)

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

(x)

the Loan-to-Value ratio at origination;

(xi)

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

(xii)

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

(xiii)

the nature of occupancy at origination;

(xiv)

the first Adjustment Date, if applicable;

(xv)

the Gross Margin, if applicable;

(xvi)

the Maximum Mortgage Rate under the terms of the Mortgage Note, if applicable;

(xvii)

the Minimum Mortgage Rate under the terms of the Mortgage Note, if applicable;

(xviii)

the Periodic Rate Cap, if applicable;

(xix)

the first Adjustment Date immediately following the Cut-off Date, if applicable;

(xx)

the Index, if applicable;

(xxi)

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

(xxii)

the Servicer;

(xxiii)

the Servicing Fee Rate; and

(xxiv)

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 7.1 hereof.

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

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

Master Servicing Fee Rate:  0.00% per annum.

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

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

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

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

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

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

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

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

Mortgage Loan Purchase Agreement :  The Mortgage Loan Purchase Agreement dated as of December 15, 2006, between the Depositor and the Seller, a copy of which is attached hereto as Exhibit J hereto.

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

Mortgage Pool :  All of the Loans.

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

Mortgagor :  The obligor on a Mortgage Note.

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

Net Mortgage Rate:   For each Loan and for any date of determination, a per annum rate equal to the Mortgage Interest Rate for such Loan less the 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 such Swap Agreement by either 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 Class A Certificates and Class M Certificates is a rate per annum equal to a fraction, expressed as a percentage, the numerator of which is the product of (A) 12 and (B) the amount of interest which accrued on the Loans during the related Interest Accrual Period for such Distribution Date minus (x) the aggregate Administration Fee for each Loan and (y) the sum of any Net Swap Payments payable to the Swap Provider or Swap Termination Payments payable to the Swap Provider which was not caused by the occurrence of a Swap Provider Trigger Event for such Distribution Date times 12, and the denominator of which is the aggregate Scheduled Principal Balance of the Loans as of the last day of the immediately preceding Due Period (or as of the Cut-Off Date with respect to the first Distribution Date), after giving effect to Payoffs and Curtailments received during the related Prepayment Period.

Net WAC Rate Carryover Amount:   With respect to any Class of the Class A Certificates or Class M Certificates and any Distribution Date on which the related Pass-Through Rate is limited to the Net WAC Pass-Through Rate, an amount equal to the sum of (i) the excess of (x) the amount of interest such Class 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 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 (including the Trustee as successor Master Servicer) shall have determined to be nonrecoverable pursuant to Section 4.4, respectively, and which was or is proposed to be made by such Servicer or the Master Servicer (including the Trustee as successor 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 $1,329,617.

Original Pre-Funded Amount :  The amount deposited by the Depositor in the Pre-Funding Account on the Closing Date, which amount is $245,692,186.

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 Class A Certificates, the Class M Certificates, the Class P Certificates and the Class R 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 lesser of (i) the Net Monthly Excess Cashflow for such Distribution Date and (ii) 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) excess, if any, of (a) the Overcollateralization Amount for such Distribution Date (calculated for this purpose only after assuming that 100% of the Principal Remittance Amount on such Distribution Date has been distributed) over (b) the Required Overcollateralization Amount; provided however that on any Distribution Date on which a Trigger Event is in effect, the Overcollateralization Reduction Amount shall equal zero.

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

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

Pass-Through Rate :  The Pass-Through Rate with respect to each Class of Adjustable Rate Certificates for each Distribution Date through and including the Optional Termination Date will be the least of (i) One-Month LIBOR plus the applicable margin set forth below for such Class, (ii) the related Net WAC Pass-Through Rate and (iii) 10.50% per annum; provided, however, that the margins applicable to each of the Class A Certificates will increase by 100% and the margins applicable to each of the Class M Certificates will increase by 50% on the Distribution Date following the first possible Optional Termination Date with respect to the Loans; provided further, that for the first Distribution Date of January 25, 2007, the margin for each such Class will be as set forth below:

Class	Margin
A-1	0.08%
A-2	0.13%
A-3	0.09%
A-4	0.17%
A-5	0.25%
A-6	0.19%
A-7	0.24%
A-8	0.26%
M-1	0.31%
M-2	0.33%
M-3	0.35%
M-4	0.44%
M-5	0.47%
M-6	0.52%
M-7	0.90%
M-8	1.30%
M-9	2.10%
M-10	2.25%

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

PCAOB :  Means the Public Company Accounting Oversight Board.

Percentage Interest:  With respect to any Class of Certificates (other than the Residual Certificates) and any date of determination, the undivided percentage ownership in such Class evidenced by such Certificate, expressed as a percentage, the numerator of which is the initial Certificate Principal Balance 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.

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

Permitted Transferee :  With respect to the holding or ownership of any Residual Certificate, any Person other than (i) the United States, a State or any political subdivision thereof, or any agency or instrumentality of any of the foregoing, (ii) a foreign government or International Organization, or any agency or instrumentality of either of the foregoing, (iii) an organization (except certain farmers’ cooperatives described in Code Section 521) which is exempt from the taxes imposed by Chapter 1 of the Code (unless such organization is subject to the tax imposed by Section 511 of the Code on unrelated business taxable income), (iv) rural electric and telephone cooperatives described in Code Section 1381(a)(2)(C), (v) any electing large partnership under Section 775 of the Code, (vi) any Person from whom the Trustee or the Securities Administrator has not received an affidavit to the effect that it is not a “disqualified organization” within the meaning of Section 860E(e)(5) of the Code, and (vii) any other Person so designated by the Depositor based upon an Opinion of Counsel 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.

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.

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) January 24, 2007.

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

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

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

(i)

the Loan identifying number;

(ii)

a code indicating the type of Prepayment Charge;

(iii)

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

(iv)

the term of the related Prepayment Charge;

(v)

the original Principal Balance of the related Loan; and

(vi)

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

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

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

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

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

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

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

(1)

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

(2)

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

(3)

the principal portions of the total amount deposited in the Distribution Account in connection with a Purchase Obligation under Section 2.3, any permitted repurchase of a Loan or purchase of a Loan pursuant to Section 3.31; 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;

(3)

the principal portion of all Payoffs received after the related Prepayment Period;

(4)

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

(5)

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

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

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

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

Purchase Price :  With respect to any Loan to be purchased pursuant to a Purchase Obligation, 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 9.1, 100% of the fair market value of such REO Property, such valuation to be conducted by an appraiser mutually agreed upon between the Terminator and the Securities Administrator, in their reasonable discretion), (ii) in the case of (x) a Loan, accrued interest on such Principal Balance at the applicable Net Mortgage Rate from the date interest was last paid by the related Mortgagor or the date an Advance 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 4.1, through the end of the calendar month in which the purchase is to be effected and (y) an REO Property, the sum of (1) accrued interest on such Principal Balance at the applicable Net Mortgage Rate from the date interest was last paid by the related Mortgagor or the date an Advance 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 or Master Servicing Fees allocable to such Loan or REO Property, any amounts due and owing to the Trustee, the Custodians, the Servicers, the Master Servicer and the Securities Administrator as of the Optional Termination Date and the Swap Termination Payments payable to the Swap Provider not due to a Swap Provider Trigger Event which remain unpaid or which is due to the exercise of the optional termination right and (iv) in the case of a Loan required to be purchased pursuant to Section 2.3, expenses reasonably incurred or to be incurred by the Master Servicer, the Servicers, the Trustee or the Securities Administrator in respect of the breach or defect giving rise to a Purchase Obligation and any costs and damages incurred by the Trust Fund in connection with any violation by any such Loan of any predatory or abusive lending law.  

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

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

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

Record Date :  With respect to each Distribution Date, the Business Day 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.

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 the Servicer, the term “Relevant Servicing Criteria” may refer to a portion of the Relevant Servicing Criteria applicable to such parties.

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

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

Remaining Pre-Funded Amount :  With respect to any Distribution Date, an amount equal to the Original Pre-Funded Amount minus an 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 Provisions :  Provisions of the United States federal income tax law relating to real estate mortgage investment conduits, which appear at Section 860A through 860G of the Code, and related provisions, and proposed, temporary and final regulations and published rulings, notices and announcements promulgated thereunder, as the foregoing may be in effect from time to time.

REMIC Regular Interest :  A REMIC I Regular Interest, REMIC II Regular Interest, REMIC III Regular Interest or a 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) 5.10%, (ii) 2, and (iii) the quotient of (a) the actual number of days in the related Interest Accrual Period divided by (b) 30.

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

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

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

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

Required Overcollateralization Amount: With respect to any Distribution Date, (a) if such Distribution Date is prior to the Stepdown Date, 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, or (b) if such Distribution Date is on or after the Stepdown Date, the greater of (i) 0.70% 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 Distribu