POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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PHH ALTERNATIVE MORTGAGE TRUST, SERIES 2007-1 | DEUTSCHE ALT-A SECURITIES, INC | WELLS FARGO BANK, N.A | HSBC BANK USA, NATIONAL ASSOCIATION

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 2/12/2007

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 January 1, 2007

_____________________

PHH Alternative Mortgage Trust, Series 2007-1

Mortgage Pass-Through Certificates

Series 2007-1

TABLE OF CONTENTS

ARTICLE I DEFINITIONS

Section 1.1

General Definitions and Group I Definitions.

Section 1.2

Group II Definitions.

Section 1.3

Allocation of Certain Interest Shortfalls.

ARTICLE II CONVEYANCE OF TRUST FUND; ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.1

Conveyance of Trust Fund.

Section 2.2

Acceptance by Trustee.

Section 2.3

Repurchase or Substitution of Loans.

Section 2.4

Authentication and Delivery of Certificates; Designation of Certificates as

REMIC Regular and Residual Interests.

Section 2.5

Representations and Warranties of the Master Servicer.

Section 2.6

[Reserved].

Section 2.7

Establishment of the Trust.

Section 2.8

Purpose and Powers of the Trust.

ARTICLE III ADMINISTRATION AND SERVICING OF THE LOANS; ACCOUNTS

Section 3.1

Master Servicer.

Section 3.2

REMIC-Related Covenants.

Section 3.3

Monitoring of Servicer.

Section 3.4

Fidelity Bond.

Section 3.5

Power to Act; Procedures.

Section 3.6

Due-on-Sale Clauses; Assumption Agreements.

Section 3.7

Release of Mortgage Files.

Section 3.8

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

Trustee.

Section 3.9

Standard Hazard Insurance and Flood Insurance Policies.

Section 3.10

Presentment of Claims and Collection of Proceeds.

Section 3.11

Maintenance of the Primary Mortgage Insurance Policies.

Section 3.12

Trustee to Retain Possession of Certain Insurance Policies and Documents.

Section 3.13

Realization Upon Defaulted Loans.

Section 3.14

Compensation for the Master Servicer.

Section 3.15

REO Property.

Section 3.16

Annual Statement as to Compliance.

Section 3.17

Assessments of Compliance.

Section 3.18

Master Servicer and Securities Administrator Attestation Reports.

Section 3.19

Annual Certification.

Section 3.20

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

Section 3.21

Obligation of the Master Servicer in Respect of Compensating Interest.

Section 3.22

Protected Accounts.

Section 3.23

Distribution Account.

Section 3.24

Permitted Withdrawals and Transfers from the Distribution Account.

Section 3.25

Reserve Fund.

Section 3.26

[Reserved].

Section 3.27

[Reserved].

Section 3.28

[Reserved].

Section 3.29

Reports Filed with Securities and Exchange Commission.

Section 3.30

[Reserved].

Section 3.31

Purchase of Delinquent Loans.

ARTICLE IV GROUP I—PAYMENTS TO CERTIFICATEHOLDERS; ADVANCES;

STATEMENTS AND REPORTS

Section 4.1

Group I—Distributions to Certificateholders.

Section 4.2

Group I—Allocation of Realized Losses.

105

Section 4.3

Group I—Statements to Group I Certificateholders and Group II

Certificateholders.

107

Section 4.4

Group I—Advances.

110

Section 4.5

[Reserved].

111

Section 4.6

REMIC Distributions.

111

Section 4.7

Compliance with Withholding Requirements.

111

Section 4.8

Group I—Certificate Swap Account 1.

111

Section 4.9

Group I—Certificate Swap Account 2.

112

Section 4.10

Reserved.

113

Section 4.11

Group I—Supplemental Interest Trust

113

ARTICLE V GROUP II—PAYMENTS TO CERTIFICATEHOLDERS; ADVANCES; STATEMENTS AND REPORTS

114

Section 5.1

Group II—Distributions to Certificateholders.

114

Section 5.2

Group II—Allocation of Realized Losses.

117

Section 5.3

Group II—Reduction of Certificate Principal Balances on the Certificates.

119

Section 5.4

[Reserved].

119

Section 5.5

[Reserved].

119

Section 5.6

[Reserved].

119

Section 5.7

Group II—Advances.

119

ARTICLE VI THE CERTIFICATES

120

Section 6.1

The Certificates.

120

Section 6.2

Certificates Issuable in Classes; Distributions of Principal and Interest;

Authorized Denominations.

121

Section 6.3

Registration of Transfer and Exchange of Certificates.

121

Section 6.4

Mutilated, Destroyed, Lost or Stolen Certificates.

127

Section 6.5

Persons Deemed Owners.

127

ARTICLE VII THE DEPOSITOR AND THE MASTER SERVICER

128

Section 7.1

Liability of the Depositor and the Master Servicer.

128

Section 7.2

Merger or Consolidation of the Depositor or the Master Servicer.

128

Section 7.3

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

Securities Administrator and Others.

128

Section 7.4

Limitation on Resignation of the Master Servicer.

129

Section 7.5

Assignment of Master Servicing.

129

Section 7.6

Rights of the Depositor in Respect of the Master Servicer.

130

Section 7.7

Reserved.

131

Section 7.8

Reserved.

131

Section 7.9

Reserved.

131

Section 7.10

Reserved.

131

ARTICLE VIII DEFAULT

132

Section 8.1

Master Servicer Events of Default.

132

Section 8.2

Trustee to Act; Appointment of Successor.

134

Section 8.3

Notification to Certificateholders.

135

Section 8.4

Waiver of Master Servicer Events of Default.

135

ARTICLE IX CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

136

Section 9.1

Duties of Trustee and Securities Administrator.

136

Section 9.2

Certain Matters Affecting Trustee and Securities Administrator.

137

Section 9.3

Trustee and Securities Administrator not Liable for Certificates or Loans.

139

Section 9.4

Trustee, Master Servicer and Securities Administrator May Own Certificates.

139

Section 9.5

Fees and Expenses of Trustee and Securities Administrator.

140

Section 9.6

Eligibility Requirements for Trustee and Securities Administrator.

140

Section 9.7

Resignation and Removal of Trustee and Securities Administrator.

141

Section 9.8

Successor Trustee or Securities Administrator.

142

Section 9.9

Merger or Consolidation of Trustee or Securities Administrator.

143

Section 9.10

Appointment of Co-Trustee or Separate Trustee.

143

Section 9.11

Appointment of Office or Agency.

144

Section 9.12

Representations and Warranties of the Trustee.

144

ARTICLE X TERMINATION

146

Section 10.1

Termination of REMIC I Upon Purchase or Liquidation of All Group I Loans.

146

Section 10.2

Termination of REMIC IV Upon Purchase or Liquidation of All Group II Loans.

148

Section 10.3

Additional Termination Requirements.

151

ARTICLE XI REMIC PROVISIONS

152

Section 11.1

REMIC Administration.

152

Section 11.2

Prohibited Transactions and Activities.

155

Section 11.3

Indemnification.

155

ARTICLE XII MISCELLANEOUS PROVISIONS

156

Section 12.1

Amendment.

156

Section 12.2

Recordation of Agreement; Counterparts.

157

Section 12.3

Limitation on Rights of Certificateholders.

157

Section 12.4

Governing Law.

158

Section 12.5

Notices.

158

Section 12.6

Severability of Provisions.

159

Section 12.7

Notice to Rating Agencies.

159

Section 12.8

Article and Section References.

160

Section 12.9

Grant of Security Interest.

160

EXHIBITS

Exhibit A-1	-	Form of Class [I-A-1][I-A-2][I-A-3] Certificates
Exhibit A-2	-	Form of Class [II-1A][II-2A1] [II-2A2] Certificates
Exhibit A-3	-	Form of Class [II-1AX] [II-2AX] Certificates
Exhibit A-4	-	Form of Class [II-1PO] [II-2PO] Certificates
Exhibit A-5	-	Form of Class [II-AR] Certificates
Exhibit A-6	-	Form of Class [I-M-1][I-M-2][I-M-3][I-M-4][I-M-5] [I-M-6][I-M-7][I-M-8] [I-M-9] [I-M-10] Certificates
Exhibit A-7	-	Form of Class [II-B-1] [II-B-2][II-B-3][II-B-4] [II-B-5] [II-B-6] Certificates
Exhibit A-8	-	Form of Class I-CE Certificates
Exhibit A-9	-	[Reserved]
Exhibit A-10	-	Form of Class I-R Certificates
Exhibit A-11	-	[Reserved]
Exhibit B	-	[Reserved]
Exhibit C	-	Form of Transfer Affidavit
Exhibit D	-	Form of Transferor Certificate
Exhibit E	-	Form of Investment Letter (Non-Rule 144A)
Exhibit F	-	Form of Rule 144A Investment Letter
Exhibit G	-	[Reserved]
Exhibit H	-	[Reserved]
Exhibit I	-	[Reserved]
Exhibit J	-	Mortgage Loan Purchase Agreement between the Depositor and the Transferor
Exhibit K-1	-	Additional Form 10-D Disclosure
Exhibit K-2	-	Additional Form 10-K Disclosure
Exhibit K-3	-	Form 8-K Disclosure Information
Exhibit L	-	Form of Servicer Certification
Exhibit M	-	Servicing Criteria
Exhibit N	-	Additional Disclosure Notification
Exhibit O	-	ERISA Representation Letter
Exhibit P	-	Form of Certificate Swap Agreement
Schedule One	-	Group I Loan Schedule
Schedule Two	-	Group II Loan Schedule

This Pooling and Servicing Agreement, dated and effective as of January 1, 2007 (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 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 I-CE, Class I-R, Class II-B-4, Class II-B-5 and Class II-B-6 Certificates, have been offered for sale pursuant to a Prospectus Supplement dated January 24, 2007 to a Prospectus dated May 19, 2006 (together, the “Prospectus”). The Class II-B-4, Class II-B-5 and Class II-B-6 Certificates have been offered for sale pursuant to a Private Placement Memorandum dated January 26, 2007. 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, REMIC IV and REMIC V 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. Each of REMIC I, REMIC II, and REMIC III (each a “Group I REMIC”) shall relate to Group I, and each of REMIC IV and REMIC V (each a “Group II REMIC”) shall relate to Group II. The assets of REMIC I shall include the portion of the Trust Fund related to Group I (other than the Reserve Fund and both Swap Accounts). 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 “Group I Master REMIC”). The Class I-R Certificate shall represent ownership of the sole class of residual interest in each Group I REMIC formed hereby. The assets of REMIC IV shall include the portion of the Trust Fund related to Group II. The REMIC IV Regular Interests shall constitute the assets of REMIC V (the “Group II Master REMIC”). The Class II-AR Certificate shall represent ownership of the sole class of residual interest in each Group II REMIC formed hereby. For purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each regular interest created hereby shall be the 36th month following the latest maturity date of any Loan held in the Trust on the Closing Date.

REMIC I:

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

REMIC Interest	Initial Principal Balance of REMIC Interest	Interest Rate
T1-A	⁽⁴⁾	⁽¹⁾
T1-F1	$ 2,397,670.00	⁽²⁾
T1-V1	$ 2,397,670.00	⁽³⁾
T1-F2	$ 2,632,228.50	⁽²⁾
T1-V2	$ 2,632,228.50	⁽³⁾
T1-F3	$ 2,861,051.50	⁽²⁾
T1-V3	$ 2,861,051.50	⁽³⁾
T1-F4	$ 3,080,305.00	⁽²⁾
T1-V4	$ 3,080,305.00	⁽³⁾
T1-F5	$ 3,291,426.00	⁽²⁾
T1-V5	$ 3,291,426.00	⁽³⁾
T1-F6	$ 3,493,473.50	⁽²⁾
T1-V6	$ 3,493,473.50	⁽³⁾
T1-F7	$ 3,683,858.50	⁽²⁾
T1-V7	$ 3,683,858.50	⁽³⁾
T1-F8	$ 3,863,517.50	⁽²⁾
T1-V8	$ 3,863,517.50	⁽³⁾
T1-F9	$ 4,031,637.00	⁽²⁾
T1-V9	$ 4,031,637.00	⁽³⁾
T1-F10	$ 4,187,454.00	⁽²⁾
T1-V10	$ 4,187,454.00	⁽³⁾
T1-F11	$ 4,239,146.50	⁽²⁾
T1-V11	$ 4,239,146.50	⁽³⁾
T1-F12	$ 4,120,581.50	⁽²⁾
T1-V12	$ 4,120,581.50	⁽³⁾
T1-F13	$ 4,005,351.00	⁽²⁾
T1-V13	$ 4,005,351.00	⁽³⁾
T1-F14	$ 3,893,359.50	⁽²⁾
T1-V14	$ 3,893,359.50	⁽³⁾
T1-F15	$ 3,784,515.00	⁽²⁾
T1-V15	$ 3,784,515.00	⁽³⁾
T1-F16	$ 3,678,729.00	⁽²⁾
T1-V16	$ 3,678,729.00	⁽³⁾
T1-F17	$ 3,575,916.00	⁽²⁾
T1-V17	$ 3,575,916.00	⁽³⁾
T1-F18	$ 3,475,991.00	⁽²⁾
T1-V18	$ 3,475,991.00	⁽³⁾
T1-F19	$ 3,378,872.50	⁽²⁾
T1-V19	$ 3,378,872.50	⁽³⁾
T1-F20	$ 3,284,481.50	⁽²⁾
T1-V20	$ 3,284,481.50	⁽³⁾
T1-F21	$ 3,192,740.50	⁽²⁾
T1-V21	$ 3,192,740.50	⁽³⁾
T1-F22	$ 3,103,576.00	⁽²⁾
T1-V22	$ 3,103,576.00	⁽³⁾
T1-F23	$ 3,016,914.00	⁽²⁾
T1-V23	$ 3,016,914.00	⁽³⁾
T1-F24	$ 2,932,684.00	⁽²⁾
T1-V24	$ 2,932,684.00	⁽³⁾
T1-F25	$ 2,850,818.00	⁽²⁾
T1-V25	$ 2,850,818.00	⁽³⁾
T1-F26	$ 2,771,249.00	⁽²⁾
T1-V26	$ 2,771,249.00	⁽³⁾
T1-F27	$ 2,693,912.00	⁽²⁾
T1-V27	$ 2,693,912.00	⁽³⁾
T1-F28	$ 2,618,891.00	⁽²⁾
T1-V28	$ 2,618,891.00	⁽³⁾
T1-F29	$ 2,545,823.00	⁽²⁾
T1-V29	$ 2,545,823.00	⁽³⁾
T1-F30	$ 2,474,805.00	⁽²⁾
T1-V30	$ 2,474,805.00	⁽³⁾
T1-F31	$ 2,405,777.50	⁽²⁾
T1-V31	$ 2,405,777.50	⁽³⁾
T1-F32	$ 2,338,685.50	⁽²⁾
T1-V32	$ 2,338,685.50	⁽³⁾
T1-F33	$ 2,273,474.00	⁽²⁾
T1-V33	$ 2,273,474.00	⁽³⁾
T1-F34	$ 2,210,089.50	⁽²⁾
T1-V34	$ 2,210,089.50	⁽³⁾
T1-F35	$ 2,148,479.50	⁽²⁾
T1-V35	$ 2,148,479.50	⁽³⁾
T1-F36	$ 2,088,597.50	⁽²⁾
T1-V36	$ 2,088,597.50	⁽³⁾
T1-F37	$ 2,030,392.50	⁽²⁾
T1-V37	$ 2,030,392.50	⁽³⁾
T1-F38	$ 1,973,818.00	⁽²⁾
T1-V38	$ 1,973,818.00	⁽³⁾
T1-F39	$ 1,918,827.50	⁽²⁾
T1-V39	$ 1,918,827.50	⁽³⁾
T1-F40	$ 1,865,377.00	⁽²⁾
T1-V40	$ 1,865,377.00	⁽³⁾
T1-F41	$ 1,813,422.50	⁽²⁾
T1-V41	$ 1,813,422.50	⁽³⁾
T1-F42	$ 1,762,922.00	⁽²⁾
T1-V42	$ 1,762,922.00	⁽³⁾
T1-F43	$ 1,713,835.00	⁽²⁾
T1-V43	$ 1,713,835.00	⁽³⁾
T1-F44	$ 1,666,121.50	⁽²⁾
T1-V44	$ 1,666,121.50	⁽³⁾
T1-F45	$ 1,619,742.50	⁽²⁾
T1-V45	$ 1,619,742.50	⁽³⁾
T1-F46	$ 1,574,661.50	⁽²⁾
T1-V46	$ 1,574,661.50	⁽³⁾
T1-F47	$ 1,530,841.00	⁽²⁾
T1-V47	$ 1,530,841.00	⁽³⁾
T1-F48	$ 1,488,245.50	⁽²⁾
T1-V48	$ 1,488,245.50	⁽³⁾
T1-F49	$ 1,446,841.50	⁽²⁾
T1-V49	$ 1,446,841.50	⁽³⁾
T1-F50	$ 1,406,594.50	⁽²⁾
T1-V50	$ 1,406,594.50	⁽³⁾
T1-F51	$ 1,367,472.50	⁽²⁾
T1-V51	$ 1,367,472.50	⁽³⁾
T1-F52	$ 1,329,444.00	⁽²⁾
T1-V52	$ 1,329,444.00	⁽³⁾
T1-F53	$ 1,292,478.00	⁽²⁾
T1-V53	$ 1,292,478.00	⁽³⁾
T1-F54	$ 1,256,544.50	⁽²⁾
T1-V54	$ 1,256,544.50	⁽³⁾
T1-F55	$ 1,221,845.00	⁽²⁾
T1-V55	$ 1,221,845.00	⁽³⁾
T1-F56	$ 1,187,878.50	⁽²⁾
T1-V56	$ 1,187,878.50	⁽³⁾
T1-F57	$ 1,154,861.50	⁽²⁾
T1-V57	$ 1,154,861.50	⁽³⁾
T1-F58	$ 1,122,766.00	⁽²⁾
T1-V58	$ 1,122,766.00	⁽³⁾
T1-F59	$ 1,091,482.00	⁽²⁾
T1-V59	$ 1,091,482.00	⁽³⁾
T1-F60	$ 1,061,158.50	⁽²⁾
T1-V60	$ 1,061,158.50	⁽³⁾
T1-F61	$ 1,031,681.50	⁽²⁾
T1-V61	$ 1,031,681.50	⁽³⁾
T1-F62	$ 1,003,026.50	⁽²⁾
T1-V62	$ 1,003,026.50	⁽³⁾
T1-F63	$ 975,171.50	⁽²⁾
T1-V63	$ 975,171.50	⁽³⁾
T1-F64	$ 948,093.50	⁽²⁾
T1-V64	$ 948,093.50	⁽³⁾
T1-F65	$ 921,771.00	⁽²⁾
T1-V65	$ 921,771.00	⁽³⁾
T1-F66	$ 896,182.00	⁽²⁾
T1-V66	$ 896,182.00	⁽³⁾
T1-F67	$ 871,306.50	⁽²⁾
T1-V67	$ 871,306.50	⁽³⁾
T1-F68	$ 847,125.00	⁽²⁾
T1-V68	$ 847,125.00	⁽³⁾
T1-F69	$ 823,617.50	⁽²⁾
T1-V69	$ 823,617.50	⁽³⁾
T1-F70	$ 800,765.00	⁽²⁾
T1-V70	$ 800,765.00	⁽³⁾
T1-F71	$ 778,549.00	⁽²⁾
T1-V71	$ 778,549.00	⁽³⁾
T1-F72	$ 756,953.00	⁽²⁾
T1-V72	$ 756,953.00	⁽³⁾
T1-F73	$ 735,957.50	⁽²⁾
T1-V73	$ 735,957.50	⁽³⁾
T1-F74	$ 715,547.50	⁽²⁾
T1-V74	$ 715,547.50	⁽³⁾
T1-F75	$ 695,706.00	⁽²⁾
T1-V75	$ 695,706.00	⁽³⁾
T1-F76	$ 676,546.00	⁽²⁾
T1-V76	$ 676,546.00	⁽³⁾
T1-F77	$ 657,787.50	⁽²⁾
T1-V77	$ 657,787.50	⁽³⁾
T1-F78	$ 639,550.50	⁽²⁾
T1-V78	$ 639,550.50	⁽³⁾
T1-F79	$ 621,821.50	⁽²⁾
T1-V79	$ 621,821.50	⁽³⁾
T1-F80	$ 604,586.00	⁽²⁾
T1-V80	$ 604,586.00	⁽³⁾
T1-F81	$ 587,830.50	⁽²⁾
T1-V81	$ 587,830.50	⁽³⁾
T1-F82	$ 571,540.00	⁽²⁾
T1-V82	$ 571,540.00	⁽³⁾
T1-F83	$ 555,704.00	⁽²⁾
T1-V83	$ 555,704.00	⁽³⁾
T1-F84	$ 540,296.50	⁽²⁾
T1-V84	$ 540,296.50	⁽³⁾
T1-F85	$ 18,064,230.50	⁽²⁾
T1-V85	$ 18,064,230.50	⁽³⁾
R-I	⁽⁵⁾	⁽⁵⁾

___________________

(1)

The interest rate with respect to any Distribution Date (and the related Interest Accrual Period) for the T1-A Interest is a per annum rate equal to the weighted average of the Net Mortgage Rates of the Group I Loans (the “REMIC I 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 Certificate REMIC Swap Rate, and (ii) the product of (a) the REMIC I 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 I Net WAC Rate and (b) 2, over (ii) the Certificate REMIC Swap Rate.

(4)

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

(5)

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, all Realized Losses and all payments of principal with respect to the Group I Loans shall be allocated in the following order of priority:

(a)

First, to the T1-A interest until the outstanding principal balance of such interest is reduced to zero, and

(b)

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

REMIC II:

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

REMIC Interest	Initial Principal Balance of REMIC Interest	Interest Rate	Corresponding Class of Certificate
T2-I-A-1 ⁽⁶⁾	⁽⁴⁾	⁽¹⁾	I-A-1
T2-I-A-2 ⁽⁶⁾	⁽⁴⁾	⁽¹⁾	I-A-2
T2-I-A-3 ⁽⁶⁾	⁽⁴⁾	⁽¹⁾	I-A-3
T2-I-M-1 ⁽⁶⁾	⁽⁴⁾	⁽¹⁾	I-M-1
T2-I-M-2 ⁽⁶⁾	⁽⁴⁾	⁽¹⁾	I-M-2
T2-I-M-3 ⁽⁶⁾	⁽⁴⁾	⁽¹⁾	I-M-3
T2-I-M-4 ⁽⁶⁾	⁽⁴⁾	⁽¹⁾	I-M-4
T2-Accrual Interest.	⁽⁵⁾	⁽¹⁾	N/A
T2-IO	⁽²⁾	⁽²⁾	N/A
R-II	⁽³⁾	⁽³⁾	N/A

____________________

___________________

(1)

The interest rate for each of these interests (the “REMIC Maximum Rate”) with respect to any Distribution Date (and the related Interest Accrual Period) is a per annum rate equal to the weighted average of the interest rates of the regular interests in REMIC I provided , however , that for any Distribution Date on which the Class T2-IO Interest is entitled to a portion of the interest accruals on a REMIC I 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 I interest to a cap equal to the product of the interest rate used to compute the Net Swap Payment for the Certificate 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 T2-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 T2-IO shall be entitled to interest accrued on the REMIC I 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 I Regular Interest for such Distribution Date over (ii) Swap LIBOR for such Distribution Date.

Distribution Dates	REMIC I Designation
1	T1-F1
1-2	T1-F2
1-3	T1-F3
1-4	T1-F4
1-5	T1-F5
1-6	T1-F6
1-7	T1-F7
1-8	T1-F8
1-9	T1-F9
1-10	T1-F10
1-11	T1-F11
1-12	T1-F12
1-13	T1-F13
1-14	T1-F14
1-15	T1-F15
1-16	T1-F16
1-17	T1-F17
1-18	T1-F18
1-19	T1-F19
1-20	T1-F20
1-21	T1-F21
1-22	T1-F22
1-23	T1-F23
1-24	T1-F24
1-25	T1-F25
1-26	T1-F26
1-27	T1-F27
1-28	T1-F28
1-29	T1-F29
1-30	T1-F30
1-31	T1-F31
1-32	T1-F32
1-33	T1-F33
1-34	T1-F34
1-35	T1-F35
1-36	T1-F36
1-37	T1-F37
1-38	T1-F38
1-39	T1-F39
1-40	T1-F40
1-41	T1-F41
1-42	T1-F42
1-43	T1-F43
1-44	T1-F44
1-45	T1-F45
1-46	T1-F46
1-47	T1-F47
1-48	T1-F48
1-49	T1-F49
1-50	T1-F50
1-51	T1-F51
1-52	T1-F52
1-53	T1-F53
1-54	T1-F54
1-55	T1-F55
1-56	T1-F56
1-57	T1-F57
1-58	T1-F58
1-59	T1-F59
1-60	T1-F60
1-61	T1-F61
1-62	T1-F62
1-63	T1-F63
1-64	T1-F64
1-65	T1-F65
1-66	T1-F66
1-67	T1-F67
1-68	T1-F68
1-69	T1-F69
1-70	T1-F70
1-71	T1-F71
1-72	T1-F72
1-73	T1-F73
1-74	T1-F74
1-75	T1-F75
1-76	T1-F76
1-77	T1-F77
1-78	T1-F78
1-79	T1-F79
1-80	T1-F80
1-81	T1-F81
1-82	T1-F82
1-83	T1-F83
1-84	T1-F84
1-85	T1-F85

(3)

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.

(4)

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

(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 the REMIC II Accretion Directed Classes.

(6)

This interest is a REMIC II Accretion Directed Class.

On each Distribution Date, interest shall be allocated with respect to the interests in REMIC II based on the above-described interest rates, provided however, that interest that accrues on the T2-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 T2-Accrual Interest.

On each Distribution Date the principal distributed on the interests in REMIC I (together with an amount equal to the interest deferred on the T2-Accrual Interest for such Distribution Date) shall be distributed, and Realized Losses shall be allocated, among the interests in REMIC II in the following order of priority:

(a)

First, to each interest in REMIC II having a Corresponding Class in REMIC III 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 T2-Accrual Interest, any remaining amounts.

REMIC III:

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

REMIC Interests	Initial Balance	Interest Rate	Corresponding Class of Certificates ⁽⁵⁾
T3-I-A-1	⁽¹⁾	⁽³⁾	I-A-1
T3-I-A-2	⁽¹⁾	⁽³⁾	I-A-2
T3-I-A-3	⁽¹⁾	⁽³⁾	I-A-3
T3-I-M-1	⁽¹⁾	⁽³⁾	I-M-1
T3-I-M-2	⁽¹⁾	⁽³⁾	I-M-2
T3-I-M-3	⁽¹⁾	⁽³⁾	I-M-3
T3-I-M-4	⁽¹⁾	⁽³⁾	I-M-4
T3-X	⁽²⁾	⁽²⁾	I-CE
R-III	⁽⁴⁾	⁽⁴⁾	I-R

____________________

(1)

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

(2)

The T3-X interest has a notional balance equal to the aggregate initial principal balance of the REMIC II Regular Interests. The interest rate of the T3-X interest shall be a rate sufficient to cause all net interest from the Group I Loans to accrue on the T3-X interest that is in excess of the total amount of interest that accrues on each other regular interest in REMIC III. For any Distribution Date, the interest rate in respect of the T3-X interest shall be the excess of: (i) the weighted average interest rate of all interests in REMIC II (other than any interest-only regular interest) over (ii) the product of: (A) two and (B) the weighted average interest rate of the REMIC II Accretion Directed Classes and the T2-Accrual Interest, where the T2-Accrual Interest is subject to a cap equal to zero and each REMIC II 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 T3-X interest shall also be entitled to principal equal to the excess of the sum of the aggregate Principal Balance of the Group I Loans as of the Cut-off Date over the aggregate Initial Certificate Principal Balance of the other Group I Certificates the Closing Date. Such principal balance shall not bear interest. Finally, the T3-X Interest shall be entitled to receive all amounts payable on the T2-IO interest.

(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)

REMIC III shall also issue the R-III interest, which 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)

For purposes of the REMIC Provisions, the Class of Certificates corresponding to an interest in the Group I Master REMIC shall represent beneficial ownership of such interest in the Group I 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 Group I 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 Group I 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 11.1(l) hereof.

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

On each Distribution Date, the principal distributed on the REMIC II interests shall be distributed, and Realized Losses shall be allocated, among the interests in REMIC III 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 either Swap Agreement.

REMIC IV:

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

REMIC Interests	Initial Balance	Interest Rate	Corresponding Subgroup
T4-1-A	⁽¹⁾	^6.000%	II-1
T4-1-B	⁽¹⁾	^6.000%	II-1
T4-1-C	⁽¹⁾	^6.000%	II-1
T4-2-A	⁽¹⁾	^6.000%	II-2
T4-2-B	⁽¹⁾	^6.000%	II-2
T4-2-C	⁽¹⁾	^6.000%	II-2
T4-X1	⁽²⁾	⁽³⁾	II-1
T4-X2	⁽²⁾	⁽⁴⁾	II-2
T4-PO1	⁽⁵⁾	^0.00%	II-1
T4-PO2	⁽⁶⁾	^0.00%	II-2
R-IV	⁽⁷⁾	⁽⁷⁾	N/A

(1)

Each Interest with “A” in its designation shall have a principal balance initially equal to 0.9% of the Subordinate Component of its corresponding Loan Subgroup. Each Interest with “B” in its designation shall have a principal balance initially equal to 0.1% of the Subordinate Component of its corresponding Loan Subgroup. The initial principal balance of each interest with “C” in its designation shall equal the excess of the Principal Balance of its corresponding Loan Subgroup over the sum of (i) the initial principal balances of the interests with “A” or “B” in their designations corresponding to such Loan Subgroup, and (ii) the principal balance of the T4-PO1 in the case of Subgroup II-1 or the T4-PO2 Interest, in the case of Subgroup II-2.

(2)

This interest shall not have any principal balance.

(3)

This interest shall be entitled to receive all interest accrued at the related Stripped Interest Rate on each Subgroup II-1 Non-Discount Mortgage Loan.

(4)

This interest shall be entitled to receive all interest accrued at the related Stripped Interest Rate on each Subgroup II-2 Non-Discount Mortgage Loan.

(5)

The T4-1PO Interest shall have an initial principal balance equal to the initial balance of the Class II-1PO Certificate.

(6)

The T4-2PO Interest shall have an initial principal balance equal to the initial balance of the Class II-2PO Certificate.

(7)

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

Unless a Cross-over Situation (as defined below) exists, principal and Realized Losses arising with respect to each Loan Subgroup shall be allocated first to cause the interests with “A” and “B” in their designations corresponding to such loan Subgroup to equal 0.9% and 0.1% of the Subordinate Component of such Loan Subgroup as of such Distribution Date and all excess principal and Realized Losses shall be allocated to the interest with “C” in its designation corresponding to such Loan Subgroup. An interest with “A”, “B”, or “C” in its designation that is allocated principal on any Distribution Date shall receive such principal, and have its principal balance reduced by the amount of such principal, on such Distribution Date. Similarly, an interest with “A”, “B”, or “C” in its designation that is allocated a Realized Loss on any Distribution Date shall have its principal balance reduced by the amount of such Realized Loss on such Distribution Date.

A “Cross-over Situation” exists if on any Distribution Date (after taking into account distributions of principal and allocations of Realized Losses on such Distribution Date) the interests with “A” or “B” in their designation corresponding to any Loan Subgroup are in the aggregate less than 1% of the Subordinate Component of the Loan Subgroups to which they correspond. In the event that a Cross-Over Situation exists on any Distribution Date, and the weighted average rate of the outstanding interests with “A” or “B” in their designation related to a Class of Group II Subordinate Certificates is less than the Pass-Through Rate for such class of Group II Subordinate Certificates, a Principal Relocation Payment (as defined below) shall be made proportionately to such outstanding interests with “A” in their prior to any other distributions of principal from each such Loan Subgroup. In the event that a Cross-Over Situation exists on any Distribution Date, and the weighted average rate of the outstanding interests with “A” and “B” in their designation related to a Class of Group II Subordinate Certificates is greater than the Pass-Through Rate for such class of Group II Subordinate Certificates, a Principal Relocation Payment shall be made proportionately to such outstanding interests with “B” in its designation prior to any other distributions of principal from each such Loan Subgroup. A “Principal Relocation Payment” is a distribution of principal that causes the Calculation Rate (as defined below) on the outstanding interest with “A” or “B” in its designation related to a Class of Group II Subordinate Certificates to equal the Pass-Through Rate for such class of Group II Subordinate Certificates. The “Calculation Rate” shall equal the product of (i) 10 and (ii) the weighted average rate of the outstanding interests with “A” or “B” in their designations related to a Class of Group II Subordinate Certificates, treating each interest with “A” in its designation as capped at zero or reduced by a fixed percentage of 100% of the interest accruing on such class. Principal Relocation Payments shall be made from principal received on the Loans from the related Loan Subgroup and shall also consist of a proportionate allocation of Realized Losses from the Loans of the related Loan Subgroup. For purposes of making Principal Relocation Payments, to the extent that the principal received during the Collection Period from the related Loan Subgroup and Realized Losses are insufficient to make the necessary reduction of principal, then interest shall accrue on the interest with “C” in its designation related to a Loan Subgroup (and be added to their principal balances) that are not receiving a Principal Relocation Payment to allow the necessary Principal Relocation Payment to be made.

If a Cross-Over Situation exists, the outstanding aggregate principal balance of the related interests with “A” or “B” in their designations shall not be reduced below one percent of the aggregate principal balance of the related Loan Subgroup as of the end of any Collection Period in excess of the Group II Senior Certificates related to such Loan Subgroup as of the related Distribution Date (after taking into account distributions of principal and allocations of Realized Losses on such Distribution Date). To the extent this limitation prevents the distribution of principal to the interests with “A” or “B” in their designations of a Loan Subgroup and the related interest with “C” in its designation has already been reduced to zero, such excess principal from the other Loan Subgroups shall be paid proportionately to the interests with “C” in their designation of the Loan Subgroups whose aggregate interests with “A” or “B” in their designations are less than one percent of the Group II Subordinate Principal Amount for the related Loan Subgroup. Any such shortfall as a result of the Loan Subgroups receiving the extra payment having a Ratio-strip Rate (as defined below) lower than the weighted average Ratio-strip Rate of the Loan Subgroup from which the payment was relocated shall be treated as a Realized Loss and if excess arises as a result of the Loan Subgroup receiving the extra payment having a Ratio-strip Rate higher than the Loan Subgroup from which the payment was relocated it shall reimburse REMIC V for prior Realized Losses. The “Ratio-strip Rate” for each Loan Subgroup shall be equal to 6.000%.

The Class T4-PO1 and Class T4-PO2 interests shall be entitled to receive the Discount Fractional Principal Amount for Loan Subgroup II-1 and Loan Subgroup II-2, respectively.

REMIC V:

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

REMIC Interests	Initial Balance	Interest Rate	Corresponding Class of Certificates ⁽⁴⁾
T5-II-1A	⁽¹⁾	⁽²⁾	II-1A
T5-II-2A1	⁽¹⁾	⁽²⁾	II-2A1
T5-II-2A2 ……………..	⁽¹⁾	⁽²⁾	II-2A2
T5-II-1AX	⁽¹⁾	⁽²⁾	II-1AX
T5-II-2AX	⁽¹⁾	⁽²⁾	II-2AX
T5-II-1PO	⁽¹⁾	⁽²⁾	II-1PO
T5-II-2PO	⁽¹⁾	⁽²⁾	II-2PO
T5-II-B-1	⁽¹⁾	⁽²⁾	II-B-1
T5-II-B-2	⁽¹⁾	⁽²⁾	II-B-2
T5-II-B-3	⁽¹⁾	⁽²⁾	II-B-3
T5-II-B-4	⁽¹⁾	⁽²⁾	II-B-4
T5-II-B-5	⁽¹⁾	⁽²⁾	II-B-5
T5-II-B-6	⁽¹⁾	⁽²⁾	II-B-6
R-V	^$100.00	^6.000%	II-AR

____________________

(1)

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

(2)

This interest shall bear interest at the Pass-Through Rate for its Corresponding Class of Certificates.

(3)

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

(4)

For purposes of the REMIC Provisions, the Class of Certificates corresponding to an interest in the Group II Master REMIC shall represent beneficial ownership of such interest in the Group II Master REMIC.

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

On each Distribution Date, the principal distributed on the REMIC IV interests shall be distributed, and Realized Losses shall be allocated, among the interests in REMIC V 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.

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⁾
I-A-1	$254,923,000	⁽²⁾	February 2037
I-A-2	$58,737,000	⁽²⁾	February 2037
I-A-3	$34,851,000	⁽²⁾	February 2037
II-1A	$205,262,900	6.000%	February 2037
II-2A1	$13,751,000	6.000%	February 2022
II-2A2	$791,000	6.000%	February 2022
II-1AX	(3)	6.000%	February 2037
II-2AX	(4)	6.000%	February 2022
II-1PO	$315,176	N/A ⁽⁵⁾	February 2037
II-2PO	$333,212	N/A ⁽⁵⁾	February 2022
II-AR	$100	6.000%	February 2037
I-M-1	$10,032,000	⁽²⁾	February 2037
I-M-2	$5,759,000	⁽²⁾	February 2037
I-M-3	$3,530,000	⁽²⁾	February 2037
I-M-4	$1,858,000	⁽²⁾	February 2037
I-CE	$1,856,545	⁽⁶⁾	N/A
I-R	$0	⁽⁷⁾	February 2037
II-B-1	$5,262,000	6.000%	February 2037
II-B-2	$2,807,000	6.000%	February 2037
II-B-3	$1,637,000	6.000%	February 2037
II-B-4	$1,637,000	6.000%	February 2037
II-B-5	$1,286,000	6.000%	February 2037
II-B-6	$819,726	6.000%	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 Group I Senior Certificate and Group I Mezzanine Certificate are as set forth in the definition of “Pass-Through Rate” herein.

(3)

The Class II-1AX Certificates are Interest Only Certificates, will not be entitled to distributions in respect of principal and will bear interest on the Class II-1AX Notional Amount (initially $13,423,145).

(4)

The Class II-2AX Certificates are Interest Only Certificates, will not be entitled to distributions in respect of principal and will bear interest on the Class II-2AX Notional Amount (initially $756,651).

(5)

The Class II-1PO and Class II-2PO Certificates are Principal-Only Certificates and are not entitled to any distributions of interest.

(6)

The Class I-CE Certificates will not accrue interest on its Certificate Principal Balance, but will be entitled to 100% of amounts distributed on the T3-X interest in REMIC III.

(7)

The Class I-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

General Definitions and Group I Definitions .

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

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 the Servicer).

Account : The Distribution Account, the Swap Accounts, the Reserve Fund and any Protected Account as the context may require.

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

Adjustable Rate Certificates : The Group I Senior Certificates and the Group I Mezzanine Certificates.

Administration Fee : With 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 and (iii) 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 the Servicer as such term is defined in and pursuant to the Purchase and 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 11.1(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 the 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 Group I Certificates (other than the Group I Senior Certificates) and any Distribution Date, an amount equal to the sum of any Realized Losses allocated to that Class of Group I 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.

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 Agreement : Shall mean (i) the Assignment, Assumption and Recognition Agreement, dated as of January 1, 2007, among the Transferor, the Depositor, the Servicer and Bishop’s Gate Residential Mortgage Trust, pursuant to which certain of the Transferor’s rights under the Purchase and Servicing Agreement were assigned to the Depositor.

Authorized Denomination : With respect to the Group I Senior Certificates, Group I Mezzanine Certificates, Group II Subordinate Certificates and the Class II-1A, Class II-2A1, Class II-2A2, Class II-1PO and Class II-2PO Certificates, minimum initial Certificate Principal Balances of $25,000 and integral multiples of $1.00 in excess thereof. With respect to the Class II-1AX Certificates and Class II-2AX Certificates, minimum initial Notional Amounts of $100,000 and integral multiples of $1.00 in excess thereof. With respect to the Class I-CE Certificates, minimum initial Certificate Principal Balances of $10,000 and integral multiples of $1.00 in excess thereof. With respect to the Class I-R and Class II-AR Certificates, in each case, a single denomination of 100% Percentage Interest in such Certificate.

Bankruptcy Loss : With respect to any Group I Loan, a loss on such Group I Loan as reported by the Servicer, arising out of (i) a reduction in the scheduled Monthly Payment for such Group I 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 Group I 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 Group I 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 Certificates (other than the Class I-CE, Class I-R and Class II-AR Certificates), beneficial ownership and transfers of which shall be made through book entries as described in Section 6.1 and Section 6.3.

Certificate : Any one of the Certificates issued pursuant to this Agreement, executed and authenticated by or on behalf of the Securities Administrator hereunder in substantially one of the forms set forth in Exhibits A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8, A-9, A-10 and A-11 hereto.

Certificate Principal Balance : The Certificate Principal Balance with respect to a Group I Senior Certificate or Group I Mezzanine 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 Group I Loans and the other assets in the Trust Fund. The Certificate Principal Balance of a Group I Senior Certificate or Group I Mezzanine 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 I-CE Certificates as of any date of determination is equal to the excess, if any, of (i) the then aggregate Principal Balance of the Group I Loans over (ii) the then aggregate Certificate Principal Balance of the Group I Senior Certificates and the Group I Mezzanine Certificates. The initial Certificate Principal Balance of each Class of Group I Certificates is set forth in the Preliminary Statement hereto. When used in reference to a Class of Group I Certificates, 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 Group I Senior Certificates and Group I Mezzanine Certificates) shall mean the aggregate Certificate Principal Balances of all Classes of Group I Certificates included in such group.

The Certificate Principal Balance with respect to any Group II Senior Certificate (other than the Class II-1AX and Class II-2AX Certificates, which have no Certificate Principal Balance) and any Group II Subordinate Certificate outstanding at any time, represents the then maximum amount that the holder of such Certificate is entitled to receive as distributions allocable to principal from the cash flow on the Group II Loans in the related Loan Subgroup and the other assets in the Trust Fund. The Certificate Principal Balance of a Group II Senior Certificate (other than the Class II-1AX and Class II-2AX Certificates, which have no Certificate Principal Balance) and any Group II Subordinate Certificate, as of any date of determination is equal to the initial Certificate Principal Balance of such Certificate reduced by the aggregate of (i) all amounts allocable to principal previously distributed with respect to that Certificate and (ii) any reductions in the Certificate Principal Balance of such Certificate deemed to have occurred in connection with allocations of Realized Losses, if any, plus any Subsequent Recoveries added to the Certificate Principal Balance of such Certificate pursuant to Section 5.2. The initial Certificate Principal Balance of each Class of Group II Certificates is set forth in the Preliminary Statement hereto. When used in reference to a Class of Group II Certificates, 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 Group II Senior Certificates and Group II Subordinate Certificates) shall mean the aggregate Certificate Principal Balances of all Classes of Certificates included in such group.

Certificate Register : The register maintained pursuant to Section 6.3.

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 Transferor 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.

Certificate REMIC Swap Rate: For each Distribution Date (and the related Interest Accrual Period), a per annum rate equal to the product of: (i) 5.16%, (ii) 2, and (iii) the quotient of (a) the actual number of days in the related Interest Accrual Period divided by (b) 30.

Certificate Swap Account 1: A segregated trust account established and maintained by the Securities Administrator pursuant to Section 4.8 of this Agreement.

Certificate Swap Account 2: A segregated trust account established and maintained by the Securities Administrator pursuant to Section 4.9 of this Agreement.

Certificate Swap Agreement: The Interest Rate Swap Agreement, dated as of January 26, 2007, between HSBC Bank USA, National Association, as trustee on behalf of the Supplemental Interest Trust, and the Certificate Swap Provider, together with any schedules, confirmations or other agreements relating thereto. A copy of the Certificate Swap Agreement is attached hereto as Exhibit P.

Certificate Swap Provider: The swap provider under the Certificate Swap Agreement and any successor in interest or assign. Initially, the Certificate Swap Provider shall be Deutsche Bank, AG New York Branch, a banking institution and a stock corporation incorporated under the laws of Germany.

Certificate Swap Report : The report to be delivered at least four Business Days prior to each Distribution Date by the Certificate Swap Provider to the Securities Administrator containing the amount of any Net Swap Payment payable by the Supplemental Interest Trust or the Certificate Swap Provider to the other party, as the case may be, with respect to the Certificate Swap Agreement for that Distribution Date.

Class : All Certificates having the same priority and rights to payments from the Group I Available Distribution Amount or Group II Available Distribution Amount, as applicable, 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, A-5, A-6, A-7, A-8, A-9, A-10 as applicable.

Class I-CE Certificates : The Class I-CE Certificates designated as such on the face thereof in substantially the form attached hereto as Exhibit A-8.

Class I-M-1 Principal Distribution Amount : The Class I-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 Group I Senior Certificates after taking into account the payment of the Group I Senior Principal Distribution Amount on the Distribution Date and (ii) the Certificate Principal Balance of the Class I-M-1 Certificates immediately prior to the Distribution Date over (y) the lesser of (A) the product of (i) 93.00% and (ii) the aggregate Scheduled Principal Balance of the Group I Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (b) the excess, if any, of the aggregate Scheduled Principal Balance of the Group I Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) over the product of (i) 0.50% and (ii) the aggregate principal balance of the Group I Loans as of the Cut-Off Date.

Class I-M-2 Principal Distribution Amount : The Class I-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 Group I Senior Certificates after taking into account the payment of the Group I Senior Principal Distribution Amount on the Distribution Date, (ii) the Certificate Principal Balance of the Class I-M-1 Certificates after taking into account the payment of the Class I-M-1 Principal Distribution Amount on the Distribution Date and (iii) the Certificate Principal Balance of the Class I-M-2 Certificates immediately prior to the Distribution Date over (y) the lesser of (A) the product of (i) 96.10% and (ii) the aggregate Scheduled Principal Balance of the Group I Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the excess, if any, of the aggregate Scheduled Principal Balance of the Group I Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) over the product of (i) 0.50% and (ii) the aggregate Scheduled Principal Balance of the Group I Loans as of the Cut-Off Date.

Class I-M-3 Principal Distribution Amount : The Class I-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 Group I Senior Certificates after taking into account the payment of the Group I Senior Principal Distribution Amount on the Distribution Date, (ii) the Certificate Principal Balance of the Class I-M-1 Certificates after taking into account the payment of the Class I-M-1 Principal Distribution Amount on the Distribution Date, (iii) the Certificate Principal Balance of the Class I-M-2 Certificates after taking into account the payment of the Class I-M-2 Principal Distribution Amount on the Distribution Date and (iv) the Certificate Principal Balance of the Class I-M-3 Certificates immediately prior to the Distribution Date over (y) the lesser of (A) the product of (i) 98.00% and (ii) the aggregate Scheduled Principal Balance of the Group I Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (b) excess, if any, of the aggregate Scheduled Principal Balance of the Group I Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) over the product of (i) 0.50% and (ii) the aggregate Scheduled Principal Balance of the Group I Loans as of the Cut-Off Date.

Class I-M-4 Principal Distribution Amount : The Class I-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 Group I Senior Certificates after taking into account the payment of the Group I Senior Principal Distribution Amount on the Distribution Date, (ii) the Certificate Principal Balance of the Class I-M-1 Certificates after taking into account the payment of the Class I-M-1 Principal Distribution Amount on the Distribution Date, (iii) the Certificate Principal Balance of the Class I-M-2 Certificates after taking into account the payment of the Class I-M-2 Principal Distribution Amount on the Distribution Date, (iv) the Certificate Principal Balance of the Class I-M-3 Certificates after taking into account the payment of the Class I-M-3 Principal Distribution Amount on the Distribution Date and (v) the Certificate Principal Balance of the Class I-M-4 Certificates immediately prior to the Distribution Date over (y) the lesser of (A) the product of (i) 99.00% and (ii) the aggregate Scheduled Principal Balance of the Group I Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (b) the excess, if any, of the aggregate Scheduled Principal Balance of the Group I Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) over the product of (i) 0.50% and (ii) the aggregate Scheduled Principal Balance of the Group I Loans as of the Cut-Off Date.

Class I-R Certificate : The Certificate designated as “Class I-R” on the face thereof in substantially the form attached hereto as Exhibit A-10, which has been designated as the sole Class of “residual interests” in each Group I REMIC.

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

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

Closing Date : January 26, 2007.

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) the Servicer, as set forth in the Purchase and 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: PHHAM 2007-1 and (B) for all other purposes, Wells Fargo Bank, N.A., 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: PHHAM 2007-1, 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 II, REMIC III, and REMIC V Regular Interest, the Class of Certificate with the corresponding designation.

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

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

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

Custodial Agreement : The Custodial Agreement, dated as of January 1, 2007, among Wells Fargo, as custodian, the Trustee and the Servicer.

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

Cut-Off Date : January 1, 2007.

Definitive Certificates : As defined in Section 6.3.

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

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

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

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

Depository Agreement : The Letter of Representations, dated January 26, 2007 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 the Servicer, the day of the month set forth as the Determination Date in the Purchase and Servicing Agreement. With respect to Article XI 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 VI 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 I-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 PHH Alternative Mortgage Trust, Series 2007-1”. 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 February 2007.

Due Date : 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 10.10(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 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 Group I Senior Certificates);

(c)

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

(d)

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

(e)

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

(f)

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

(g)

securities bearing interest or sold at a discount that are issued by any corporation incorporated under the laws of the United States of America or any State thereof and rated by each Rating Agency in one of its two highest long-term unsecured rating categories at the time of such investment or contractual commitment providing for such investment; provided, however, that securities issued by any such corporation will not be Eligible Investments to the extent that investment therein would cause the outstanding principal amount of securities issued by such corporation that are then held as part of the Distribution Account to exceed 20% of the aggregate principal amount of all Eligible Investments then held in the Distribution Account;

(h)

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

(i)

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 Group I Senior 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 I-CE, Class I-R, Class II-B-4, Class II-B-5 and Class II-B-6 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 Group I Senior Certificate or Group I Mezzanine Certificate that is not 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.

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

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

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

(1)

the total amount of all cash received by or on behalf of the Servicer with respect to the Group I Loans during the related Due Period (including Liquidation Proceeds, Insurance Proceeds and Subsequent Recoveries), except:

(a)

all Prepaid Monthly Payments with respect to Group I Loans;

(b)

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

(c)

all Payoffs with respect to Group I Loans 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 Group I Loans received after the applicable Prepayment Period;

(e)

all amounts with respect to any Group I Loan which are due and reimbursable to the Servicer pursuant to the terms of the Purchase and 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 and the Master Servicing Fee for each such Group I Loan for such Distribution Date;

(g)

all investment earnings, if any, on amounts on deposit in the Distribution Account and each Protected Account with respect to the Group I Loans; and

(h)

any premiums payable in connection with any lender paid primary mortgage insurance policies with respect to the Group I Loans.

(2)

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

(3)

to the extent advanced by the Servicer and/or the Master Servicer and not previously distributed, any amount payable as Compensating Interest by the Servicer and/or the Master Servicer on such Distribution Date relating to the Group I 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 with respect to any Group I Loan or any permitted repurchase of a Group I Loan or a purchase by the Servicer of a Group I Loan pursuant to Section 3.31.

Group I Certificates: The Group I Senior Certificates, Group I Subordinate Certificates and Class I-R Certificates.

Group I Interest Distribution Amount : On any Distribution Date, for any Class of Group I Certificates (other than the Class I-CE Certificates and the Class I-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 I-CE Certificates, the amount of interest accrued during the related Interest Accrual Period with respect to the T3-X interest in REMIC III, reduced by Uncompensated Interest Shortfalls allocated to the Class I-CE Certificates pursuant to Section 1.2 and the interest portion of Realized Losses allocated to the Class I-CE Certificates pursuant to Section 1.2.

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

(1)

all interest received by or on behalf of the Servicer with respect to the Group I Loans during the related Due Period;

(2)

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

(3)

any amounts paid as Compensating Interest on the Group I Loans by the 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 with respect to any Group I Loan under Section 2.3, any permitted purchase of a Group I Loan pursuant to Section 3.31 or any permitted repurchase of a Group I Loan;

(5)

the interest portion of the Group I Termination Price;

minus the sum of the following amounts:

(1)

the interest portion of all Prepaid Monthly Payments with respect to Group I Loans;

(2)

the interest portion of all Curtailments with respect to Group I Loans 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 with respect to Group I Loans 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) with respect to any Group I Loan reimbursable to the Servicer pursuant to the terms of the Purchase and Servicing Agreement or to the Master Servicer, the Securities Administrator, the Trustee or the Custodian pursuant to this Agreement or the Custodial Agreement; and

(5)

the Servicing Fee and the Master Servicing Fee for each Group I Loan and any premiums payable in connection with any lender paid primary mortgage insurance policies with respect to any Group I Loans for the related Due Period.

Group I Last Scheduled Distribution Date : The Distribution Date in February 2037, which is the Distribution Date immediately following the maturity date for the Group I Loan with the latest maturity date.

Group I Loan Schedule : The schedule, as amended from time to time, of Group I Loans, attached hereto as Schedule One, which shall set forth as to each Group I 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 Original 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;

(xv)

the Gross Margin;

(xvi)

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

(xvii)

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