POOLING AND SERVICING AGREEMENT

DEUTSCHE ALT-A SECURITIES, INC.

Depositor,

WELLS FARGO BANK, N.A.

Master Servicer and Securities Administrator.

 

CLAYTON FIXED INCOME SERVICES INC.,

as Credit Risk Manager,

and

HSBC BANK USA, NATIONAL ASSOCIATION

Trustee

_____________________

POOLING AND SERVICING AGREEMENT

Dated as of March 1, 2007

_____________________

Mortgage Pass-Through Certificates

Series 2007-AB1

 

TABLE OF CONTENTS

ARTICLE I DEFINITIONS

5

Section 1.1

Definitions.

5

Section 1.2

Allocation of Certain Interest Shortfalls.

39

ARTICLE II CONVEYANCE OF TRUST FUND; ORIGINAL ISSUANCE OF

CERTIFICATES

40

Section 2.1

Conveyance of Trust Fund.

40

Section 2.2

Acceptance by Trustee.

41

Section 2.3

Repurchase or Substitution of Loans.

42

Section 2.4

Authentication and Delivery of Certificates; Designation of

Certificates as REMIC Regular and Residual Interests.

44

Section 2.5

Representations and Warranties of the Master Servicer.

45

Section 2.6

Conveyance of Subsequent Loans.

46

Section 2.7

Establishment of the Trust.

48

Section 2.8

Purpose and Powers of the Trust.

49

ARTICLE III ADMINISTRATION AND SERVICING OF THE LOANS; ACCOUNTS

50

Section 3.1

Master Servicer.

50

Section 3.2

REMIC-Related Covenants.

51

Section 3.3

Monitoring of Servicers.

51

Section 3.4

Fidelity Bond.

53

Section 3.5

Power to Act; Procedures.

53

Section 3.6

Due-on-Sale Clauses; Assumption Agreements.

54

Section 3.7

Release of Mortgage Files.

54

Section 3.8

Documents, Records and Funds in Possession of Master Servicer To

Be Held for Trustee.

55

Section 3.9

Standard Hazard Insurance and Flood Insurance Policies.

56

Section 3.10

Presentment of Claims and Collection of Proceeds.

56

Section 3.11

Maintenance of the Primary Mortgage Insurance Policies.

56

Section 3.12

Trustee to Retain Possession of Certain Insurance Policies and

Documents.

57

Section 3.13

Realization Upon Defaulted Loans.

57

Section 3.14

Compensation for the Master Servicer.

57

Section 3.15

REO Property.

58

Section 3.16

Annual Statement as to Compliance.

59

Section 3.17

Assessments of Compliance.

60

Section 3.18

Master Servicer and Securities Administrator Attestation Reports.

61

Section 3.19

Annual Certification.

62

Section 3.20

Intention of the Parties and Interpretation and Additional

Information;  Notice.

62

Section 3.21

Obligation of the Master Servicer in Respect of Compensating

Interest.

63

Section 3.22

Protected Accounts.

63

Section 3.23

Distribution Account.

64

Section 3.24

Permitted Withdrawals and Transfers from the Distribution

Account.

66

Section 3.25

[Reserved].

68

Section 3.26

Pre-Funding Account.

68

Section 3.27

Capitalized Interest Account.

69

Section 3.28

Prepayment Penalty Verification.

70

Section 3.29

Reports Filed with Securities and Exchange Commission.

71

Section 3.30

Termination of the Mortgage Insurance Policy.

76

ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS;  ADVANCES; STATEMENTS AND REPORTS  77

Section 4.1

Distributions to Certificateholders.

77

Section 4.2

Allocation of Realized Losses.

79

Section 4.3

Reduction of Certificate Principal Balances on the Certificates.

81

Section 4.4

REMIC Distributions.

81

Section 4.5

Compliance with Withholding Requirements.

82

Section 4.6

Statements to Certificateholders.

82

Section 4.7

Advances.

84

ARTICLE V THE CERTIFICATES

85

Section 5.1

The Certificates.

85

Section 5.2

Certificates Issuable in Classes; Distributions of Principal and

Interest; Authorized Denominations.

86

Section 5.3

Registration of Transfer and Exchange of Certificates.

86

Section 5.4

Mutilated, Destroyed, Lost or Stolen Certificates.

90

Section 5.5

Persons Deemed Owners.

91

ARTICLE VI THE DEPOSITOR, MASTER SERVICER AND THE CREDIT RISK MANAGER  92

Section 6.1

Liability of the Depositor and the Master Servicer.

92

Section 6.2

Merger or Consolidation of the Depositor or the Master Servicer.

92

Section 6.3

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

Servicers, the Securities Administrator and Others.

92

Section 6.4

Limitation on Resignation of the Master Servicer.

93

Section 6.5

Assignment of Master Servicing.

93

Section 6.6

Rights of the Depositor in Respect of the Master Servicer.

94

Section 6.7

Duties of the Credit Risk Manager

95

Section 6.8

Limitation Upon Liability of the Credit Risk Manager.

95

Section 6.9

Removal of the Credit Risk Manager.

95

Section 6.10

Transfer of Servicing by the Seller of Certain Loans Serviced by

GMAC; Special Servicer.

95

ARTICLE VII DEFAULT

98

Section 7.1

Master Servicer Events of Default.

98

Section 7.2

Trustee to Act; Appointment of Successor.

100

Section 7.3

Notification to Certificateholders.

101

Section 7.4

Waiver of Master Servicer Events of Default.

101

ARTICLE VIII CONCERNING THE TRUSTEE AND THE SECURITIES

ADMINISTRATOR

102

Section 8.1

Duties of Trustee and Securities Administrator.

102

Section 8.2

Certain Matters Affecting Trustee and Securities Administrator.

103

Section 8.3

Trustee and Securities Administrator not Liable for Certificates or

Loans.

105

Section 8.4

Trustee, Master Servicer and Securities Administrator May Own

Certificates.

105

Section 8.5

Fees and Expenses of Trustee and Securities Administrator.

106

Section 8.6

Eligibility Requirements for Trustee and Securities Administrator.

106

Section 8.7

Resignation and Removal of Trustee and Securities Administrator.

107

Section 8.8

Successor Trustee or Securities Administrator.

108

Section 8.9

Merger or Consolidation of Trustee or Securities Administrator.

109

Section 8.10

Appointment of Co-Trustee or Separate Trustee.

109

Section 8.11

Appointment of Office or Agency.

110

Section 8.12

Representations and Warranties of the Trustee.

110

ARTICLE IX TERMINATION

112

Section 9.1

Termination of REMICS Upon Purchase or Liquidation of All

Group V Loans.

112

Section 9.2

Additional Termination Requirements.

114

ARTICLE X REMIC PROVISIONS

116

Section 10.1

REMIC Administration.

116

Section 10.2

Prohibited Transactions and Activities.

119

Section 10.3

Indemnification.

119

ARTICLE XI MISCELLANEOUS PROVISIONS

120

Section 11.1

Amendment.

120

Section 11.2

Recordation of Agreement; Counterparts.

121

Section 11.3

Limitation on Rights of Certificateholders.

121

Section 11.4

Governing Law.

122

Section 11.5

Notices.

122

Section 11.6

Severability of Provisions.

123

Section 11.7

Notice to Rating Agencies.

123

Section 11.8

Article and Section References.

124

Section 11.9

Grant of Security Interest.

124

 

 

 

EXHIBITS

 

Schedule One	-	Loan Schedule
Schedule Two	-	Prepayment Charge Schedule
Schedule Three	-	[Reserved]
Schedule Four Cap Contract Schedule	-	[Reserved]
Schedule Five	-	Trust Prepayment Charge Schedule

 

 

This Pooling and Servicing Agreement, dated and effective as of March 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”), Clayton Fixed Income Services Inc., as credit risk manager (the “Credit Risk Manager”), 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 P, Class B-10, Class B-11 and Class B-12 Certificates, have been offered for sale pursuant to a Prospectus Supplement dated April 13, 2007 to a Prospectus dated May 19, 2006 (together, the “Prospectus”).  The Class B-10, Class B-11 and Class B-12 Certificates have been offered for sale pursuant to a Private Placement Memorandum dated April 13, 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 Securities Administrator shall elect that each of REMIC I and REMIC II 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 Trust Fund (other than the Pre-Funding Account and the Capitalized Interest Account).  The REMIC I Regular Interests shall constitute the assets of REMIC II (the “Master REMIC”).  The Certificates (other than the Class AR Certificates and exclusive of the right to receive interest payments to the extent such payments reflect an interest rate greater than the REMIC Maximum Rate) shall constitute regular interests in the Master REMIC.  The Class AR 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 Original Pre-Funded Amount.

(2)

The interest rate for this Lower Tier Interest for each Distribution Date before the Distribution Date in June 2007 (and the related Interest Accrual Period), is a per annum rate of 0%; and for each Distribution Date thereafter is a per annum rate equal to the weighted average of the Net Mortgage Rates of the Subsequent Loans, weighted on the basis of their respective principal balances and determined by subjecting the Net Mortgage Rate of each such Subsequent Loan to a cap equal to 6.00%.

(3)

This interest shall be an interest-only regular interest and shall be entitled to receive on each Distribution Date before the Distribution Date in June 2007 the amount of interest accrued on each Subsequent Loan during the related Interest Accrual Period except for any interest to the extent it reflects interest payable at a Net Mortgage Rate exceeding 6.00%.

(4)

This interest shall be an interest-only regular interest and shall be entitled to receive on each Distribution Date the amount distributable on the Class X Certificates on such Distribution Date.

(5)

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

(6)

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

(7)

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.

(8)

This interest shall also be entitled to receive all Prepayment Charges payable to the Class P Certificates.  

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 Loans shall be allocated in the following order of priority:

(a)

First, with respect to such amounts in respect of the Subsequent Loans to the T1-Prefunding PO interest until the outstanding principal balance of such interest is reduced to zero,  

(b)

Second, to the T1-Initial PO interest an amount equal to that allocable to the Class PO Interest on such Distribution Date, and

(c)

Third, to the T1-Initial interest until the principal balance of such interest is reduced to zero.

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	$367,770,857	(2)(7)	April 2037
A-2	$40,863,428	(2)(7)	April 2037
AI-1	$61,295,144	(2)(8)	April 2037
AI-2	$6,810,571	(2)(8)	April 2037
X	(3)	(4)	April 2037
PO	$5,735,570	N/A(4)	April 2037
AR	$100	6.00%(6)	April 2037
B-1	$10,489,000	6.00%(6)	April 2037
B-2	$8,391,000	6.00%(6)	April 2037
B-3	$3,146,000	6.00%(6)	April 2037
B-4	$3,147,000	6.00%(6)	April 2037
B-5	$2,622,000	6.00%(6)	April 2037
B-6	$1,573,000	6.00%(6)	April 2037
B-7	$1,574,000	6.00%(6)	April 2037
B-8	$1,573,000	6.00%(6)	April 2037
B-9	$1,049,000	6.00%(6)	April 2037
B-10	$2,884,000	6.00%(6)	April 2037
B-11	$3,147,000	6.00%(6)	April 2037
B-12	$2,359,593	6.00%(6)	April 2037
P	$100	(5)	N/A

___________________

(1)

Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the 36th 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 the Class A-1, Class A-2, Class AI-1, Class AI-2 and Class X Certificates are as set forth in the definition of “Pass-Through Rate in this Agreement.

(3)

The Class PO Certificates are Interest Only Certificates and are not entitled to any distributions of principal.

(4)

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

(5)

The Class P Certificate will not accrue interest.

(6)

For purposes of the REMIC Provisions, the Pass-Through Rate for the REMIC regular interest evidenced by this Class of Certificates shall not exceed the weighted average of the interest rates of the T1-Prefunding PO and T1-Initial interests in REMIC I (the “REMIC Maximum Rate”).

 

(7)

For purposes of the REMIC Provisions, the Pass-Through Rate for the REMIC regular interest evidenced by this Class of Certificates shall not exceed the product of the REMIC Maximum Rate and 7/6.

 

(8)

For purposes of the REMIC Provisions, the Pass-Through Rate for the REMIC regular interest evidenced by this Class of Certificates shall not exceed the product of the REMIC Maximum Rate and 6.7.

 

 

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, the Credit Risk Manager 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 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.  

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, (iii) the Credit Risk Management Fee Rate, (iv) the rate at which the premium payable in connection with any lender paid primary mortgage insurance policy is calculated, if applicable and (v) with respect to any Covered Loan, the Mortgage Insurance Premium Rate.

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 4.7.

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

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

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

American Home:   American Home Mortgage Servicing, Inc.

American Home Servicing Agreement:  Master Mortgage Loan Purchase and Servicing Agreement, dated as of May 1, 2006, between the Seller, American Home Mortgage Corp. and American Home.

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 April 13, 2007, among the Seller, the Depositor and American Home, pursuant to which the American Home Servicing Agreement was assigned to the Depositor, (ii) the Assignment, Assumption and Recognition Agreement, dated as of April 13, 2007, 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 April 13, 2007 among the Seller, the Depositor and GMACM pursuant to which the GMACM Servicing Agreement was assigned to the Depositor, (iv) the Assignment, Assumption and Recognition Agreement, dated as of April 13, 2007, 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 April 13, 2007, among the Seller, the Depositor and IndyMac, pursuant to which the IndyMac Servicing Agreement was assigned to the Depositor, (vi) the Assignment, Assumption and Recognition Agreement, dated as of April 13, 2007, among the Seller, the Depositor and IndyMac, pursuant to which the IndyMac Amended Servicing Agreement was assigned to the Depositor, (vii) the Assignment, Assumption and Recognition Agreement, dated as of April 13, 2007, among the Seller, the Depositor and National City, pursuant to which the National City Servicing Agreement was assigned to the Depositor, (viii) the Assignment, Assumption and Recognition Agreement, dated as of April 13, 2007, among the Seller, the Depositor, Bishop’s Gate Residential Mortgage Trust and PHH, pursuant to which the PHH Servicing Agreement was assigned to the Depositor, (ix) the Assignment, Assumption and Recognition Agreement, dated as of April 13, 2007, among the Seller, the Depositor and JPMorgan, pursuant to the JPMorgan Servicing Agreement was assigned to the Depositor, (x) the Assignment, Assumption and Recognition Agreement, dated as of April 13, 2007, among the Seller, the Depositor and Wells Fargo, pursuant to which the Wells Fargo Servicing Agreement was assigned to the Depositor, and (xi) the Assignment, Assumption and Recognition Agreement, dated as of April 13, 2007, among the Seller, the Depositor and Wells Fargo, pursuant to which the Wells Fargo Warranties and Servicing Agreement was assigned to the Depositor,.

Authorized Denomination :  With respect to the Class A-1, Class A-2, Class AI-1, Class AI-2 and Class PO Certificates, minimum initial Certificate Principal Balances of $25,000 and integral multiples of $1.00 in excess thereof.  With respect to the Class X Certificates, minimum initial Certificate Principal Balances of $100,000 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 AR Certificates, a single denomination of 100% Percentage Interest in such Certificate.

Available Distribution Amount: With respect to any 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 scheduled payments of principal and interest collected on the Loans but due on a date after the related Due Date;

(b)

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

(c)

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

(d)

Liquidation Proceeds, Insurance Proceeds, condemnation proceeds and Subsequent Recoveries received on the Loans after the related Prepayment Period;

(e)

all amounts reimbursable to the related Servicer with respect to the Loans pursuant to the terms of the related Servicing Agreement or to the Master Servicer, the Securities Administrator, the Trustee or the Custodians pursuant to the terms of this Agreement or the Custodial Agreements;

(f)

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

(g)

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

(h)

all Prepayment Charges received in connection with the Loans;

(2)

all Advances made by a Servicer and/or the Master Servicer with respect to the 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 total amount of any cash related to the Loans deposited in the Distribution Account in connection with the repurchase of any Loan by the Seller;

(5)

the total amount of any cash related to the Loans deposited in the Distribution Account in connection with an optional termination of REMIC I pursuant to Section 10.2; and

(6)

only with respect to the Distribution Date in April 2007, an amount equal to $100 to be remitted by the Depositor.

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 AR Certificates), beneficial ownership and transfers of which shall be made through book entries as described in Section 5.1 and Section 5.3.

Capitalized Interest Account : A segregated trust account established and maintained by the Securities Administrator pursuant to Section 3.27.

Capitalized Interest Requirement : On the Closing Date, $0.00, and on any date thereafter, 30-days interest accrued on the amount in the Pre-Funding Account at the weighted average of the Net Mortgage Rates of the Loans.

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

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 Principal Balance :  The Certificate Principal Balance with respect to any Senior Certificate (other than the Class X Certificates, which have no Certificate Principal Balance) and any Subordinate Certificate outstanding at any time, represents the then maximum amount that the holder of such Certificate is entitled to receive as distributions allocable to principal from the cash flow on the Loans and the other assets in the Trust Fund.  The Certificate Principal Balance of a Senior Certificate (other than the Class X Certificates, which have no Certificate Principal Balance) and any Subordinate Certificate, as of any date of determination is equal to the initial Certificate Principal Balance of such Certificate reduced by the aggregate of (i) all amounts allocable to principal previously distributed with respect to that Certificate and (ii) any reductions in the Certificate Principal Balance of such Certificate deemed to have occurred in connection with allocations of Realized Losses, if any, plus any Subsequent Recoveries added to the Certificate Principal Balance of such Certificate pursuant to Section 4.2.  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 of 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 Senior Certificates and Subordinate Certificates) shall mean the aggregate Certificate Principal Balances of all Classes of Certificates included in such group.

Certificate Register :  The register maintained pursuant to Section 5.3.

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.  

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, A-5 and A-6 as applicable.

Class AR Certificates:  The Class AR Certificates and designated as such on the face thereof in substantially the form attached hereto as Exhibit A-4.

Class P Certificates:  The Class P Certificates and designated as such on the face thereof in substantially the form attached hereto as Exhibit A-6.

Class X Notional Amount: With respect to any Distribution Date will be the aggregate Principal Balance of the Mortgage Loans as of the last day of the related Due Period, or for the initial Distribution Date, as of the Cut-off Date (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).  

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 :  April 13, 2007.

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

Collateral Deficiency Amount: With respect to any Distribution Date prior to the Credit Support Depletion Date, the amount by which (i) the aggregate Certificate Principal Balance of the Senior Certificates (other than the  Interest Only Certificates), after giving effect to payments of principal (other than the related Collateral Deficiency Amount) on that Distribution Date exceeds (ii) the Scheduled Principal Balance of the Loans and the Pre-Funded Amount, if any as of the last day of the related Due Period.

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 2007-AB1 and (B) for all other purposes, Wells Fargo Bank, N.A., 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention:  DBALT 2007-AB1, 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 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 Mortgage Loan Servicing Rights Purchase and Servicing Agreement, dated as of September 1, 2005, as amended by Amendment One dated as of August 31, 2006, among the Seller, Countrywide Servicing and Countrywide.

Covered Loan :  A Mortgage Loan covered by the Mortgage Insurance Policy as of the Cut-off 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, and its successors and assigns.

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

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 :  March 1, 2007.

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

DBNTC Custodial Agreement :  The Custodial Agreement, dated as of April 1, 2007, among DBNTC, American Home, Countrywide Servicing, GMAC, IndyMac and Wells Fargo 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.

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 April 13, 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 each Servicer, the day of the month set forth as the Determination Date in the related Servicing Agreement. With respect to Article X 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.

Discount Fraction : With respect to any Distribution Date and a Discount Loan, a fraction, the numerator of which is 6.00% minus the Net Mortgage Rate as of the Cut-Off Date on such Discount Loan, and the denominator of which is 6.00%.

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

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

(1)

the aggregate of the following with respect to each Discount Loan: the Discount Fraction of any loss (meaning the amount by which the outstanding Principal Balance thereof exceeded the Liquidation Principal and Insurance Proceeds received in respect thereof) on such Discount Loan; and

(2)

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

(ii)

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

Discount Loan :  Any Loan with a Net Mortgage Rate as of the Cut-Off Date of less than 6.00% per annum.

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.

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-B Securities Mortgage Loan Trust, Series 2007-AB1”.  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 April 2007.

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:

(b)

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;

(c)

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 Senior Certificates);

(d)

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

(e)

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

(f)

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

(g)

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

(h)

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

(i)

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

(j)

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

(k)

such other obligations as are acceptable as Eligible Investments to each Rating Agency;

provided, however, that such instrument continues to qualify as a “cash flow investment” pursuant to Code Section 860G(a)(6) and that no instrument or security shall be an Eligible Investment if (i) such instrument or security evidences a right to receive only interest payments or (ii) the right to receive principal and interest payments derived from the underlying investment provides a yield to maturity in excess of 120% of the yield to maturity at par of such underlying investment.

ERISA :  The Employee Retirement Income Security Act of 1974, as amended.

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 P, Class B-10, the Class B-11 and the Class B-12 Certificates and Certificates of any Class that no longer satisfy the applicable rating requirements of the Underwriters’ Exemption as specified in the Preliminary Statement.

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.

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

GMACM Servicing Agreement :  The Amended and Restated Servicing Agreement, dated as of January 2, 2007, 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).

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.

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

IndyMac Servicing Agreement :  The Master Mortgage Loan Purchase and Interim Servicing Agreement, dated as of June 1, 2005, between the Seller and IndyMac (as modified pursuant to the related Assignment Agreement).

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 any Distribution Date and the Certificates (other than the Class A-1, Class A-2, Class AI-1 and Class AI-2 Certificates) and each REMIC Regular Interest, the one-month period ending on the last day of the calendar month immediately preceding the month in which such Distribution Date occurs.   With respect to any Distribution Date and the Class A-1, Class A-2, Class AI-1 and Class AI-2 Certificates will be (i) with respect to the first Distribution Date, the period commencing on March 25, 2007 and ending on April 24, 2007 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 consisting of twelve 30-day months regardless of the actual number of days elapsed in the related Interest Accrual Period.

Interest Distribution Amount:  On any Distribution Date, the sum of (i) interest accrued on the Certificates (other than the Class PO and Class P Certificates) which shall be equal to the product of (1) 1/12th of the Pass-Through Rate for such Class and (2) the aggregate Certificate Principal Balance or Notional Amount, as applicable, for such Class before giving effect to allocations of Realized Losses in connection with such Distribution Date or distributions to be made on such Distribution Date, reduced by Net Interest Shortfalls allocated to such Class pursuant to Section 1.3 and the interest portion of Realized Losses allocated to such Class pursuant to Section 4.2 and (ii) the amount of interest accrued but unpaid to such Class from prior Distribution Dates.

Interest Only Certificates:  The Class X Certificates.

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

Issuing Entity :  Deutsche Alt-B Securities Mortgage Loan Trust, Series 2007-AB1.

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

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

Junior Subordinate Certificates : The Class B-10, Class B-11 and Class B-12 Certificates, collectively.

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

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

LIBOR Certificates :  The Class A-1, Class A-2, Class AI-1 and Class AI-2 Certificates, as applicable.

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

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

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

Liquidation Proceeds :  The amount (other than Insurance Proceeds or amounts received in respect of the rental of any REO Property prior to REO Disposition) received by the 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, Section 9.1 or Section 9.2.

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 Three, 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)

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

(xv)

the Servicer;

(xvi)

the Servicing Fee Rate;

(xvii)

the Custodian;

(xviii)

a code indicating if such Loan is a Covered Loan and the related Mortgage Insurance Premium Rate.

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.

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”.

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.

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 Insurance Policy :  The Mortgage Insurance Policy issued by the Mortgage Insurer with respect to certain Mortgage Loans identified in the Mortgage Loan Schedule.

Mortgage Insurance Premium :  For any Distribution Date, the aggregate fee payable to the Mortgage Insurer equal to the product of (x) the Mortgage Insurance Premium Rate and (y) the unpaid principal balance of each Covered Loan as of the first day of the related calendar month, computed on the basis of a 360-day year consisting of twelve 30-day months.

Mortgage Insurance Premium Rate :  The rate at which the Mortgage Insurance Premium accrues on each Mortgage Loan, as set forth on the Mortgage Loan Schedule.

Mortgage Insurer :  Radian Guaranty Inc., or any replacement Mortgage Insurer, as applicable.

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 April 13, 2007, 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.

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

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

Net Interest Shortfall :  For any Distribution Date and the Certificates, the sum of (i) any Prepayment Interest Shortfall for such Distribution Date with respect to the Certificates and (ii) any Relief Act Interest Shortfall for such Distribution Date with respect to the Certificates.

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

Non-Discount Loan :  Any Loan with a Net Mortgage Rate as of the Cut-Off Date greater than or equal to 6.00% per annum.

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.

Notional Amount:  The Class X Notional Amount.

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 LIBOR 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 LIBOR 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.

Original Capitalized Interest Amount : The amount deposited by the Depositor in the Capitalized Interest Account on the Closing Date, which amount is $475,000.

Original Pre-Funded Amount : The amount deposited by the Depositor in the Pre-Funding Account on the Closing Date, which amount is $88,135,247.

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 sum of (a) the aggregate Scheduled Principal Balance of the Loans as of the Cut-Off Date and (b) the amount on deposit into the Pre-Funding Account on the Closing Date.

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

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

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 the Class AR Certificates and Subordinate Certificates and any Distribution Date will be 6.000% per annum.

The Pass-Through Rate with respect to the Class A-1 and Class A-2 Certificates and any Distribution Date will be a per annum rate equal to (i) One-Month LIBOR plus (ii) 0.300%, subject to a maximum Pass-Through Rate of 7.000% per annum and a minimum Pass-Through Rate of 0.300% per annum.  

The Pass-Through Rate with respect to the Class AI-1 and Class AI-2 Certificates and any Distribution Date will be a per annum rate equal to (i) 40.200% minus (ii) the product of (a) One-Month LIBOR and (b) 6, subject to a maximum Pass-Through Rate of  40.200% per annum and a minimum Pass-Through Rate of 0.000% per annum.  

The Pass-Through Rate with respect to the Class X Certificates and any Distribution Date will be (A) the product of (i) the aggregate Principal Balance of the Non-Discount Loans as of the last day of the related Due Period, or for the initial Distribution Date, as of the Cut-off Date (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 (ii)  the weighted average of the related Stripped Interest Rates for the Non-Discount Loans divided by (B) the aggregate Principal Balance of the Mortgage Loans as of the last day of the related Due Period, or for the initial Distribution Date, as of the Cut-off Date (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).

The Class P and Class PO Certificates do not have a Pass-Through Rate.

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.

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 Securities Administrator has not received an affidavit to the effect that it is not a “disqualified organization” within the meaning of Section 860E(e)(5) of the Code, and (vii) any other Person so designated by the Depositor based upon an Opinion of Counsel that the transfer of an Ownership Interest in a Residual Certificate to such Person may cause any REMIC created hereunder to fail to qualify as a REMIC at any time that the Certificates are outstanding. The terms “United States,” “State” and “International Organization” shall have the meanings set forth in Code Section 7701 or successor provisions. A corporation shall not be treated as an instrumentality of the United States or of any State or political subdivision thereof if all of its activities are subject to tax, and, with the exception of Freddie Mac, a majority of its board of directors is not selected by such governmental unit.

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

PHH :  PHH Mortgage Corporation, or any successor thereto.

PHH Servicing Agreement :  Mortgage Loan Flow Purchase, Sale & Servicing Agreement, dated as of December 1, 2005 among PHH, Bishop’s Gate Residential Mortgage Trust and the Seller.

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) May 21, 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, after deduction of all principal payments due on or before the Cut-Off Date, whether or not received, reduced by the principal portion of all amounts received with respect to such Loan after the Cut-Off Date, 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, reduced by the principal portion of all amounts received with respect to such Loan after the Cut-Off Date, 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: With respect to any Distribution Date, the sum of:

(1)

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

(2)

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

(3)

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

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

Principal Prepayment Amount :  On any Distribution Date, the sum of (i) Curtailments with respect to Loans received during the related Prepayment Period, (ii) Payoffs with respect to Loans received during the related Prepayment Period and (iii) Liquidation Proceeds, Insurance Proceeds and Subsequent Recoveries with respect to Loans received during the related Prepayment Period and any distributions of amounts remaining in the Pre-Funding Account after expiration of the Pre-Funding.

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

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 or Section 9.2, 100% of the fair market value of such REO Property, such valuation to be conducted by an appraiser mutually agreed upon between the Terminator, as applicable, 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 and any amounts due and owing to the Trustee, the Custodians, the Servicers, the Master Servicer and the Securities Administrator as of the related Optional Termination Date 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 : With respect to 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 Nonrecoverable Advances with respect to such Loan which have been reimbursed from amounts received in respect of the Loans other than the related Loan, and (ii) the accrued interest on such Loan remaining unpaid and the interest portion of Nonrecoverable Advances with respect to such Loan which have been reimbursed from amounts received in respect of the Loans other than the related Loan. The amounts described in clause (i) shall be the principal portion of Realized Losses and the amounts described in clause (ii) shall be the interest portion of Realized Losses. In addition, to the extent a Servicer receives Subsequent Recoveries with respect to any defaulted Loan, the amount of the Realized Loss with respect to that defaulted Loan will be reduced to the extent such recoveries are applied to reduce the Certificate Principal Balance of any Class of Certificates on any Distribution Date.

Record Date :  With respect to the Certificates (other than the Class A-1, Class A-2, Class AI-1 and Class AI-2 Certificates), the last Business Day of the month immediately preceding the month in which the related Distribution Date occurs (or with respect to the first Distribution Date, the Closing Date).  With respect to the Class A-1, Class A-2, Class AI-1 and Class AI-2 Certificates, the Business Day immediately preceding the related Distribution Date (or with respect to the first Distribution Date, the Closing 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 Residual 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 the amount equal to 100% of the aggregate Scheduled Principal Balance (as of the Subsequent Cut-Off Date) of the Subsequent Loans transferred to the Trust Fund during the Pre-Funding Period.

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

REMIC 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.

Remittance Report :  With respect to the Certificates, a report by the Securities Administrator pursuant to Section 4.6.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Senior Certificates :  The Class A-1, Class A-2, Class AI-1, Class AI-2, Class X and Class PO Certificates.

Senior Interest Shortfall Amount:  For any Distribution Date and the Senior Certificates (other than the Class PO Certificates) will be equal to that amount by which the Interest Distribution Amount payable to the Senior Certificates (other than the Class PO Certificates) on such Distribution Date exceeds the Available Distribution Amount.

Senior Liquidation Amount :  For any Distribution Date, the aggregate with respect to each related Loan which became a Liquidated Loan during the related Prepayment Period, of the lesser of: (i) the related Senior Percentage of the Principal Balance of such Loan (exclusive of the related Discount Fraction thereof, if such Loan is a Discount Loan), and (ii) the related Senior Prepayment Percentage of the Liquidation Principal with respect to such Loan (exclusive of the Discount Fraction thereof, if such Loan is a Discount Loan).

Senior Percentage :  As of the Closing Date, 91.91%; thereafter, for any Distribution Date, the percentage equivalent of a fraction, the numerator of which is the aggregate Certificate Principal Balance of the Senior Certificates (other than the Interest Only Certificates and Class PO Certificates), immediately preceding such Distribution Date, and the denominator of which is the aggregate Scheduled Principal Balance of the Loans plus any remaining Pre-Funding Amounts, in each case as of the first day of the related Due Period (exclusive of the related Discount Fraction of any Discount Loan).

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

Distribution Date Occurring In	Senior Prepayment Percentage
April 2007 through March 2012	100%
April 2012 through March 2013	Senior Percentage + 70% of the Subordinate Percentage
April 2013 through March 2014	Senior Percentage + 60% of the Subordinate Percentage
April 2014 through March 2015	Senior Percentage + 40% of the Subordinate Percentage
April 2015 through March 2016	Senior Percentage + 20% of the Subordinate Percentage
April 2016 and thereafter	Senior Percentage

 

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

Distribution Date Occurring In	Percentage of the Aggregate Subordinate Amount as of the Cut-Off Date
April 2012 through March 2013	30%
April 2013 through March 2014	35%
April 2014 through March 2015	40%
April 2015 through March 2016	45%
April 2016 and thereafter	50%

 

Notwithstanding the preceding paragraphs, if (x) on or before the Distribution Date in March 2010, the Subordinate Percentage is at least 200% of the Subordinate Percentage as of the Closing Date, the delinquency test set forth above is satisfied and cumulative Realized Losses do not exceed 20% of the original subordinate principal balance, the Senior Prepayment Percentage will equal the Senior Percentage for that Distribution Date plus 50% of the amount equal to 100% minus the Senior Percentage for that Distribution Date and (y) after the Distribution Date in March 2010, the Subordinate Percentage is at least 200% of the Subordinate Percentage as of the Closing Date, the delinquency test set forth above is satisfied and cumulative Realized Losses do not exceed 30% of the original subordinate principal balance, the Senior Prepayment Percentage will equal the Senior Percentage.

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

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

(1)

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

(2)

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

(3)

the Senior Liquidation Amount.

Servicer :  American Home, Countrywide Servicing, GMACM, GreenPoint, IndyMac, National City, PHH, JPMorgan or Wells Fargo, as applicable, or any successor appointed under the applicable Servicing Agreement.

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

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

Servicing Agreement :  The American Home Servicing Agreement, Countrywide Servicing Agreement, GMACM Servicing Agreement, GreenPoint Servicing Agreement, IndyMac Servicing Agreement, National City Servicing Agreement, PHH Servicing Agreement, JPMorgan Servicing Agreement, Wells Fargo Servicing Agreement and Wells Fargo Warranties and Servicing Agreement, as applicable.

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

Servicing Fee :  With respect to each Loan and for any Distribution Date, an amount equal to one twelfth of the product of the related Servicing Fee Rate multiplied by the Scheduled Principal Balance of such Loan as of the Due Date in the month preceding the month of such Distribution Date. The Servicing Fee is payable solely from collections of interest on the Loans or as otherwise provided in the related Servicing Agreement.

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

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

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

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

Stripped Interest Rate:   For each Loan, the excess, if any, of the Net Mortgage Rate for that Loan over 6.00%.

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

Subordinate Amount :  With respect to any date of determination, an amount equal to the excess of the aggregate Scheduled Principal Balance of the Loans plus any Pre-Funding Amounts (exclusive of the Discount Fraction of the Scheduled Principal Balance of each Discount Loan) over the aggregate Certificate Principal Balance of the Senior Certificates (other than the Interest Only Certificates and Class PO Certificates) then outstanding.

Subordinate Certificates :  The Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6, Class B-7, Class B-8, Class B-9, Class B-10, Class B-11 and Class B-12 Certificates.

Subordinate Liquidation Amount :  For any Distribution Date, the excess, if any, of (i) the aggregate Liquidation Principal for all Loans which became Liquidated Loans during the related Prepayment Period, over (ii) the Senior Liquidation Amount for such Distribution Date and the Discount Fraction of Liquidation Principal with respect to each Discount Loan, received during the related Prepayment Period.

Subordinate Percentage :  For any Distribution Date, 100% minus the Senior Percentage for such date. As of the Closing Date, the Subordinate Percentage will be 8.09%.

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

Subordinate Principal Distribution Amount :  With respect to any Distribution Date, an amount equal to the sum of the following for that Distribution Date:

(1)

the Subordinate Percentage of the Principal Distribution Amount (exclusive of the portion thereof attributable to the Discount Fractional Principal Amount, as applicable);

(2)

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

(3)

the Subordinate Liquidation Amount.

Subordinate Principal Prepayment Amount :  For any Distribution Date, the Subordinate Prepayment Percentage of the Principal Prepayment Amount for such Distribution Date (exclusive of the portion thereof attributable to the Discount Fractional Principal Amount, as applicable, for that Distribution Date).

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

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

Subsequent Loan : A Loan sold by the Depositor to the Trust Fund during the Pre-Funding Period pursuant to Section 2.06, such Loan being identified on the Loan Schedule attached to a Subsequent Transfer Instrument and assigned to the Trust Fund.

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

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

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

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

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

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

Substitution Shortfall Amount :  Has the meaning set forth in Section 2.3(b) of this Agreement.

Tax Matters Person :  The Holders of the Class AR Certificates issued hereunder or any Permitted Transferee of such Class AR Certificateholder shall be the initial “tax matters person” for each REMIC, respectively within the meaning of Section 6231(a)(7) of the Code. For tax years commencing after any transfer of such Residual  Certificate, the holder of the greatest Percentage Interest in the applicable Residual Certificate at year end shall be designated as the Tax Matters Person with respect to that year. If the Tax Matters Person becomes a Disqualified Organization, the last preceding Holder of such Authorized Denomination of the applicable Residual Certificate that is not a Disqualified Organization shall be Tax Matters Person pursuant to Section 5.3(e). If any Person is appointed as tax matters person by the Internal Revenue Service pursuant to the Code, such Person shall be Tax Matters Person.

Termination Price :  As defined in Section 9.1.

Terminator :  As defined in Section 9.1.

Transfer :  Any direct or indirect transfer, sale, pledge or other disposition of, or directly or indirectly transferring, selling or pledging, any Ownership Interest in a Class P Certificate or a Residual Certificate.

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

Trust Fund :  Collectively, all of the assets of each REMIC created hereby, the Pre-Funding Account, the Capitalized Interest Account and any amounts on deposit therein and any proceeds thereof and the Prepayment Charges.  

Trust Prepayment Charge :  Any Prepayment Charge with respect to a Loan listed on the Trust Prepayment Charge Schedule.

Trust Prepayment Charge Schedule :  As of any date, the list of Loans providing for a Prepayment Charge which are payable to the Trust Fund, as owner of such Prepayment Charge, included in the Trust Fund on such date, attached hereto as Schedule Five.

Trustee :  HSBC Bank USA, National Association, a national banking association, or its successor in interest, or any successor trustee appointed as herein provided.

Uncollected Interest :  With respect to any Distribution Date, the sum of (i) the aggregate Prepayment Interest Shortfalls with respect to the Loans for such Distribution Date and (ii) the aggregate Curtailment Shortfalls with respect to the Loans for such Distribution Date.

Uncompensated Interest Shortfall :  For any Distribution Date, the excess, if any, of (i) the sum of (a) the related Uncollected Interest for such Distribution Date, and (b) any shortfall in interest collections for the Loans in the calendar month immediately preceding such Distribution Date resulting from a Relief Act Interest Shortfall over (ii) the aggregate Compensating Interest paid by the Servicers and the Master Servicer with respect to the Loans for such Distribution Date, which excess shall be allocated to each Class of Certificates, pro rata, according to the amount of interest accrued thereon in reduction thereof.

Underwriter :  Deutsche Bank Securities Inc.

Underwriters’ Exemption:  Prohibited Transaction Exemption 2007-5, as amended (or any successor thereto), or any substantially similar administrative exemption granted by the U.S. Department of Labor.

Uninsured Cause :  Any cause of damage to a Mortgaged Property such that the complete restoration of such property is not fully reimbursable by the hazard insurance policies required to be maintained pursuant to Section 3.9.

U.S. Person :  A citizen or resident of the United States, a corporation or partnership (including an entity treated as a corporation or partnership for United States federal income tax purposes) created or organized in, or under the laws of, the United States or any state thereof or the District of Columbia (except, in the case of a partnership, to the extent provided in regulations) or an estate whose income is subject to United States federal income tax regardless of its source, or a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more such U.S. Persons have the authority to control all substantial decisions of the trust. To the extent prescribed in regulations by the Secretary of the Treasury, which have not yet been issued, a trust which was in existence on August 20, 1996 (other than a trust treated as owned by the grantor under subpart E of part 1 of subchapter J of chapter 1 of the Code), and which was treated as a U.S. Person on August 20, 1996 may elect to continue to be treated as a U.S. Person notwithstanding the previous sentence.

Verification Agent :  As defined in Section 3.28.

Verification Report :  As defined in Section 3.28.

Voting Rights :  The portion of the voting rights of all of the Certificates which is allocated to any such Certificate.  With respect to any date of determination, 98% of all Voting Rights will be allocated among the Holders of the Senior Certificates (other than the Class AR Certificates) and the Subordinate Certificates in proportion to the then outstanding Certificate Principal Balances of their respective Certificates, 1% of all Voting Rights will be allocated among the Holders of the Class P Certificates and 1% of all Voting Rights will be allocated among the Holders of the Class AR Certificates. The Voting Rights allocated to each Class of Certificates shall be allocated among Holders of each such Class in accordance with their respective Percentage Interests as of the most recent Record Date.

Wells Fargo :  Wells Fargo Bank, N.A., or any successor thereto.

Wells Fargo Custodial Agreement :  The Custodial Agreement, dated as of April 1, 2007, among Wells Fargo as custodian and as servicer, GMACM, GreenPoint, IndyMac, National City, PHH and JPMorgan.

Wells Fargo Servicing Agreement :  The Servicing Agreement, dated as of December 1, 2005, between the Seller and Wells Fargo.

Wells Fargo Warranties and Servicing Agreement :  The Seller’s Warranties and Servicing Agreement, dated as of January 1, 2006, between the Seller and Wells Fargo.

Section 1.2

Allocation of Certain Interest Shortfalls .  

(a)

On each Distribution Date, the amount referred to in clause (i) of the definition of Interest Distribution Amount for each Class of Certificates (other than the Class PO Certificates) shall be reduced by the related Class’s pro rata share of Net Interest Shortfalls with respect to the Loans, based on such Class’s Interest Distribution Amount for such Distribution Date without taking into account such Net Interest Shortfalls.  

 

 

 

ARTICLE II
CONVEYANCE OF TRUST FUND;
ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.1

Conveyance of Trust Fund .  

The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, without recourse, for the benefit of the Certificateholders, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Loans identified on the Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement, the Servicing Agreements, the Assignment Agreements, the Subsequent Mortgage Loan Purchase Agreement and such assets as shall from time to time be credited or required by the terms of this Agreement to be credited to the Pre-Funding Account, the Capitalized Interest Account (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), and all other assets included or to be included in the Trust Fund.  Such assignment includes all interest and principal received by the Depositor or the applicable Servicer on or with respect to the Loans (other than payments of principal and interest due on such Loans on or before the Cut-Off Date). The Depositor herewith delivers to the Trustee executed copies of the Mortgage Loan Purchase Agreement and the Assignment Agreements (with copies of the related Servicing Agreements attached thereto).

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

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

The Depositor shall deliver or cause the related originator to deliver to the related Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or related Custodian, such documents including the mortgagee policy of title insurance and any Loan Documents upon return from the recording office. The Servicers shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers to be reimbursed for any such costs the Servicers may incur in connection with performing its obligations under this Agreement.

The Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Seller that no Loan sold by the Seller to the Depositor is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act effective March 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Ann. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective March 1, 2005 (Ind. Code Ann. Sections 24-9-1 through 24-9-9)) and (ii) Substitute Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Seller that no Substitute Loan sold by the Seller to the Depositor is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act effective March 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Ann. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective March 1, 2005 (Ind. Code Ann. Sections 24-9-1 through 24-9-9)). The Depositor and the Trustee on behalf of the Trust agree and understand that it is not intended that any Loan be included in the Trust Fund that is (i) a “High Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, (ii) a “High Cost Home Loan” as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, (iii) a “High Cost Home Mortgage Loan” as defined in the Massachusetts Predatory Home Loan Practices Act effective November 7, 2004, (iv) a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, or (v) a “high cost home loan” under the Indiana High Cost Home Loan Law, effective January 1, 2005.  The Trustee shall be entitled to indemnification from the Depositor and the Trust Fund for any loss, liability or expense arising out of, or in connection with, the provisions of the preceding sentence, including, without limitation, all costs, liabilities and expenses (including reasonable legal fees and expenses) of investigating and defending itself against any claim, action or proceeding, pending or threatened, relating to such provisions.

Section 2.2

Acceptance by Trustee .

The Trustee acknowledges receipt, subject to the provisions of Section 2.1 hereof and Section 2 of the Custodial Agreements, of the Loan Documents and all other assets included in the definition of “Trust Fund” and declares that it holds (or the applicable Custodian on its behalf holds) and will hold such documents and the other documents delivered to it constituting a Loan Document, and that it holds (or the applicable Custodian on its behalf holds) or will hold all such assets and such other assets included in the definition of  “Trust Fund” in trust for the exclusive use and benefit of all present and future Certificateholders.

Section 2.3

Repurchase or Substitution of Loans .  

(a)

Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File or of a breach by the Seller of any representation, warranty or covenant under the Mortgage Loan Purchase Agreement in respect of any Loan that materially and adversely affects the value of such Loan or the interest therein of the Certificateholders, the Trustee shall promptly notify the Seller of such defect, missing document or breach and request that the Seller deliver such missing document, cure such defect or breach within 60 days from the date the Seller was notified of such missing document, defect or breach, and if the Seller does not deliver such missing document or cure such defect or breach in all material respects during such period, the Trustee shall enforce the obligations of the Seller under the Mortgage Loan Purchase Agreement to repurchase such Loan from the Trust Fund at the Purchase Price within 90 days after the date on which the Seller was notified of such missing document, defect or breach, if and to the extent that the Seller is obligated to do so under the Mortgage Loan Purchase Agreement. The Purchase Price for the repurchased Loan shall be deposited in the Distribution Account and the Trustee, upon receipt of written certification from the Securities Administrator of such deposit and receipt by the Custodian of a properly completed request for release for such Loan in the form of Exhibit 3 to the related Custodial Agreement, shall release or cause the applicable Custodian to release to the Seller the related Mortgage File and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as the Seller shall furnish to it and as shall be necessary to vest in the Seller any Loan released pursuant hereto, and the Trustee shall not have any further responsibility with regard to such Mortgage File. In lieu of repurchasing any such Loan as provided above, if so provided in the Mortgage Loan Purchase Agreement, the Seller may cause such Loan to be removed from the Trust Fund (in which case it shall become a Deleted Loan) and substitute one or more Substitute Loans in the manner and subject to the limitations set forth in Section 2.3(b). It is understood and agreed that the obligation of the Seller to cure or to repurchase (or to substitute for) any Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such omission, defect or breach available to the Trustee and the Certificateholders.  Notwithstanding the foregoing, if the representation made by the Seller in Section 6(xxiv) of the Mortgage Loan Purchase Agreement is breached, the Trustee shall enforce the obligation of the Seller to repurchase such Loan at the Purchase Price, or to provide a Substitute Loan (plus any costs and damages incurred by the Trust Fund in connection with any violation by any such Loan of any predatory or abusive lending law) within 90 days after the date on which the Seller was notified of such breach.

In addition, should the Master Servicer become aware of  or in the event of its receipt of notice by a Responsible Officer of the Master Servicer of the breach of the representation or covenant of the Seller set forth in Section 5(x) of the Mortgage Loan Purchase Agreement which materially and adversely affects the interests of the Holders of the Class P Certificates in any Prepayment Charge, the Master Servicer shall promptly notify the Seller and the Trustee of such breach. The Trustee shall enforce the obligations of the Seller under the Mortgage Loan Purchase Agreement to remedy such breach to the extent and in the manner set forth in the Mortgage Loan Purchase Agreement.

(b)

Any substitution of Substitute Loans for Deleted Loans made pursuant to Section 2.3(a) must be effected prior to the date which is two years after the Startup Day for any REMIC created hereby.

As to any Deleted Loan for which the Seller substitutes a Substitute Loan or Loans, such substitution shall be effected by the Seller delivering to the Trustee or the applicable Custodian on behalf of the Trustee, for such Substitute Loan or Loans, the Mortgage Note, the Mortgage, the Assignment to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, as are required by Section 2 of the Custodial Agreements, as applicable, together with an Officers’ Certificate providing that each such Substitute Loan satisfies the definition thereof and specifying the Substitution Shortfall Amount (as described below), if any, in connection with such substitution. The applicable Custodian on behalf of the Trustee shall acknowledge receipt of such Substitute Loan or Loans and, within ten Business Days thereafter, review such documents and deliver to the Depositor, the Trustee and the Master Servicer, with respect to such Substitute Loan or Loans, an initial certification pursuant to the related Custodial Agreement, with any applicable exceptions noted thereon. Within one year of the date of substitution, the Custodian on behalf of the Trustee shall deliver to the Depositor, the Trustee and the Master Servicer a final certification pursuant to the Custodial Agreement with respect to such Substitute Loan or Loans, with any applicable exceptions noted thereon. Monthly Payments due with respect to Substitute Loans in the month of substitution are not part of any REMIC and shall be retained by the Seller.  For the month of substitution, distributions to Certificateholders shall reflect the Monthly Payment due on such Deleted Loan on or before the Due Date in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Loan. The Depositor shall give or cause to be given written notice to the Certificateholders that such substitution has taken place, shall amend the Loan Schedule to reflect the removal of such Deleted Loan from the terms of this Agreement and the substitution of the Substitute Loan or Loans and shall deliver a copy of such amended Loan Schedule to the Trustee and the Master Servicer. Upon such substitution, such Substitute Loan or Loans shall constitute part of the Trust Fund and shall be subject in all respects to the terms of this Agreement and the Mortgage Loan Purchase Agreement including all applicable representations and warranties thereof included herein or in the Mortgage Loan Purchase Agreement.

For any month in which the Seller substitutes one or more Substitute Loans for one or more Deleted Loans, the Master Servicer shall determine the amount (the “Substitution Shortfall Amount”), if any, by which the aggregate Purchase Price of all such Deleted Loans exceeds the aggregate of, as to each such Substitute Loan, the Scheduled Principal Balance thereof as of the Due Date in the month of substitution, together with one month’s interest on such Scheduled Principal Balance at the applicable Net Mortgage Rate, plus all outstanding Advances and Servicing Advances (including Nonrecoverable Advances) related thereto. On the date of such substitution, the Seller shall deliver or cause to be delivered to the Securities Administrator for deposit in the Distribution Account an amount equal to the Substitution Shortfall Amount, if any, and the Trustee or the applicable Custodian on behalf of the Trustee, upon receipt of the related Substitute Loan or Loans and certification by the Securities Administrator of such deposit and receipt by the applicable Custodian of a properly completed request for release for such Loan in the form of Exhibit 3 to the related Custodial Agreement, shall release to the Seller the related Mortgage File or Files and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as the Seller shall deliver to it and as shall be necessary to vest therein any Deleted Loan released pursuant hereto.

In addition, the Seller shall obtain at its own expense and deliver to the Trustee an Opinion of Counsel to the effect that such substitution will not cause (a) any federal tax to be imposed on any REMIC, including without limitation, any federal tax imposed on “prohibited transactions” under Section 860F(a)(1) of the Code or on “contributions after the startup date” under Section 860G(d)(1) of the Code, or (b) any REMIC to fail to qualify as a REMIC at any time that any Certificate is outstanding.

(c)

Upon discovery by the Depositor, the Seller, the Master Servicer or the Trustee that any Loan does not constitute a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, the party discovering such fact shall within two Business Days give written notice thereof to the other parties. In connection therewith, the Seller shall repurchase or substitute one or more Substitute Loans for the affected Loan within 90 days of the earlier of discovery or receipt of such notice with respect to such affected Loan. Such repurchase or substitution shall be made by (i) the Seller, if the affected Loan’s status as a non-qualified mortgage is or results from a breach of any representation, warranty or covenant made by the Seller under the Mortgage Loan Purchase Agreement or (ii) the Depositor, if the affected Loan’s status as a non-qualified mortgage does not result from a breach of representation or warranty. Any such repurchase or substitution shall be made in the same manner as set forth in Section 2.3(a). The Trustee shall reconvey to the Seller or the Depositor the Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Loan repurchased for breach of a representation or warranty.

(d)

Within 90 days of the earlier of discovery by the Master Servicer or receipt of notice by the Master Servicer of the breach of any representation, warranty or covenant of the Master Servicer set forth in Section 2.5 which materially and adversely affects the interests of the Certificateholders in any Loan or Prepayment Charge, the Master Servicer shall cure such breach in all material respects.

Section 2.4

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

(a)

The Trustee acknowledges the transfer to the extent provided herein and assignment to it of the Trust Fund and, concurrently with such transfer and assignment, has caused the Securities Administrator to execute and authenticate and has delivered to or upon the order of the Depositor, in exchange for the Trust Fund, Certificates evidencing the entire ownership of the Trust Fund.

(b)

This Agreement shall be construed so as to carry out the intention of the parties that each REMIC created hereby be treated as a REMIC at all times prior to the date on which the Trust Fund is terminated.

Section 2.5

Representations and Warranties of the Master Servicer .  

The Master Servicer hereby represents, warrants and covenants to the Trustee, for the benefit of each of the Trustee, the Certificateholders and the Depositor that as of the Closing Date or as of such date specifically provided herein:

(i)

The Master Servicer is a national banking association duly formed, validly existing and in good standing under the laws of the United States of America and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Master Servicer;

(ii)

The Master Servicer has the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Master Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the Depositor and the Trustee, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity;

(iii)

The execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (A) result in a breach of any term or provision of charter and by-laws of the Master Servicer or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which the Master Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Master Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Master Servicer; and the Master Servicer is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets of the Master Servicer taken as a whole;

(iv)

The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;

(v)

No litigation is pending against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to perform any of its other obligations hereunder in accordance with the terms hereof,

(vi)

There are no actions or proceedings against, or investigations known to it of, the Master Servicer before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Master Servicer of its obligations under, or validity or enforceability of, this Agreement; and

(vii)

No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation by it of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained prior to the Closing Date.

It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.5 shall inure to the benefit of the Trustee, the Depositor and the Certificateholders.

Section 2.6

Conveyance of Subsequent Loans .

(a)

Subject to the conditions set forth in paragraph (b) below, in consideration of the Securities Administrator’s delivery, on behalf of the Trustee, on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Loans identified on the Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-Off Date and all collections in respect of interest and principal due after the Subsequent Cut-Off Date and (iii) all items with respect to such Subsequent Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided , however , that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Loans prior to the related Subsequent Cut-Off Date. The transfer to the Trustee for deposit in the Trust Fund by the Depositor of the Subsequent Loans identified on the Loan Schedule shall be absolute and is intended by the Depositor, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Loan shall be delivered to the Trustee (or the applicable Custodian on its behalf) at least three (3) Business Days prior to the related Subsequent Transfer Date.

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

(b)

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

(i)

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

(ii)

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

(iii)

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

(iv)

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

(v)

the Pre-Funding Period shall not have terminated;

(vi)

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

(vii)

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

(viii)

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

(ix)

Countrywide or Wells Fargo, or a successor to Countrywide or Wells Fargo, appointed in accordance with the terms of this Agreement, is the servicer of the Subsequent Loans.

(c)

Each Subsequent Loan that has been identified and is expected to be sold to the trust on the related Subsequent Transfer Date will have the characteristics set forth below as of the Cut-Off Date. In addition, the obligation of the Trust Fund to purchase any Subsequent Loan that has not been identified on the Cut-Off Date, but is sold to the Trust during the Pre-Funding Period, is subject to the satisfaction of the conditions set forth in the immediately preceding paragraph and the accuracy of the following representations and warranties with respect to each such Subsequent Loan determined as of the applicable Subsequent Transfer Date:  (i) such Subsequent Loan may not be thirty (30) or more days delinquent as of the last day of the month preceding the Subsequent Cut-Off Date; (ii) the servicer of each Subsequent Loan will be GMACM (or a successor); (iii) such Subsequent Loan will be secured by a first lien; (iv) the original term to stated maturity of such Subsequent Loan will be no less than 180 months; (v) the latest maturity date of any Subsequent Loan will be no later than March 1, 2037; (vi) no Subsequent Loan will have a first payment date occurring after April 1, 2007; (vii) such Subsequent Loan will have a credit score of not less than 602; and (viii) such Subsequent Loan will not have a loan-to-value ratio greater than 100%.

(d)

As of each Subsequent Cut-Off Date, the aggregate of the Initial Loans and the Subsequent Loans identified and expected to be sold to the trust on the related Subsequent Transfer Date, including any Subsequent Loans that have not been identified on the Cut-Off Date and are sold to the trust during the Pre-Funding Period, will satisfy the following criteria:  (i) have a weighted average credit score greater than approximately 679; (ii) have no less than approximately 78% of the Mortgaged Properties be owner occupied; (iii) have no less than approximately 78% of the Mortgaged Properties be single family detached or planned unit developments; (iv) have no more than approximately 35% of the Subsequent Loan be cash out refinance; (v) have a weighted average remaining term to stated maturity of less than approximately 352 months; (vi) have a weighted average loan-to-value ratio of not more than approximately 77%; (vii) no more than approximately 21% of the Subsequent Loans by aggregate Principal Balance will be concentrated in one state; and (viii) be acceptable to the Rating Agencies.

(e)

Notwithstanding the foregoing, any Subsequent Loan may be rejected by any Rating Agency if the inclusion of any such Subsequent Loan would adversely affect the ratings of any Class of Certificates (without regard to the Policy). At least one (1) Business Day prior to the Subsequent Transfer Date, each Rating Agency shall notify Seller (and the Seller shall notify the Trustee and the Securities Administrator as to which Subsequent Loans, if any, shall not be included in the transfer on the Subsequent Transfer Date; provided , however , that the Seller shall have delivered to each Rating Agency at least three (3) Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.

Section 2.7

Establishment of the Trust .  

The Depositor does hereby establish, pursuant to the further provisions of this Agreement and the laws of the State of New York, an express trust to be known, for convenience, as “Deutsche Alt-B Securities Mortgage Loan Trust, Series 2007-AB1” and does hereby appoint HSBC Bank USA, National Association as Trustee in accordance with the provisions of this Agreement.

Section 2.8

Purpose and Powers of the Trust .

(a)

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

(b)

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

(c)

to issue the Certificates sold to the Depositor in exchange for the Loans;

(d)

to make payments on the Certificates;

(e)

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

(f)

subject to compliance with this Agreement, to engage in such other activities as may be required in connection with conservation of the Trust Fund and the making of distributions to the Certificateholders.

The trust is hereby authorized to engage in the foregoing activities.  The Trustee shall not cause the trust to engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement while any Certificate is outstanding, and this Section 2.8 may not be amended without the consent of the Certificateholders evidencing 51% or more of the aggregate Voting Rights of the Certificates.

ARTICLE III
ADMINISTRATION AND SERVICING OF THE LOANS; ACCOUNTS

Section 3.1

Master Servicer .

The Master Servicer shall supervise, monitor and oversee the obligation of the Servicers to service and administer their respective Loans in accordance with the terms of the applicable Servicing Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with each Servicer as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by each Servicer and shall cause each Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by such Servicer under the applicable Servicing Agreement. The Master Servicer shall independently and separately monitor each Servicer’s servicing activities with respect to each related Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicers’ and Master Servicer’s records, and based on such reconciled and corrected information, prepare the statements specified in Section 4.3 and any other information and statements required to be provided by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Loan monitoring with the actual remittances of the Servicers to the Distribution Account pursuant to the applicable Servicing Agreements.

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

The Trustee shall furnish the Servicers and the Master Servicer with any limited powers of attorney and other documents in form reasonably acceptable to it necessary or appropriate to enable the Servicers and the Master Servicer to service or master service and administer the related Loans and REO Property. The Trustee shall have no responsibility for any action of the Master Servicer or any Servicer pursuant to any such limited power of attorney and shall be indemnified by the Master Servicer or such Servicer for any cost, liability or expense arising from the misuse thereof by the Master Servicer or such Servicer.

The Trustee, the Custodians and the Securities Administrator shall provide access to the records and documentation in possession of the Trustee, the Custodians or the Securities Administrator regarding the related Loans and REO Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee, the Custodians or the Securities Administrator; provided, however, that, unless otherwise required by law, none of the Trustee, the Custodians or the Securities Administrator shall be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee, the Custodians and the Securities Administrator shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee’s, a Custodian’s or the Securities Administrator’s actual costs.

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

In addition, the Master Servicer shall administer the Mortgage Insurance Policy for the benefit of the Certificateholders, when it is necessary to make claims and receive payments under the Mortgage Insurance Policy.  The Master Servicer shall prepare and submit all claims eligible for submission under the Mortgage Insurance Policy.

Section 3.2

REMIC-Related Covenants .

For as long as each REMIC shall exist, the Trustee and the Securities Administrator shall treat such REMIC as a REMIC, and the Trustee and the Securities Administrator shall comply with any directions of the Seller, the related Servicer or the Master Servicer to assure such continuing treatment. In particular, the Trustee shall not (a) sell or permit the sale of all or any portion of the Loans or of any investment of deposits in an Account unless such sale is as a result of a repurchase of the Loans pursuant to this Agreement or the Trustee has received an Opinion of Counsel stating that such sale will not result in an Adverse REMIC Event as defined in Section 10.1(f) hereof prepared at the expense of the Trust Fund, and (b) other than with respect to a substitution pursuant to the Mortgage Loan Purchase Agreement, the Assignment Agreements or Section 2.3 of this Agreement, as applicable, accept any contribution to any REMIC after the Startup Day without receipt of an Opinion of Counsel stating that such contribution will not result in an Adverse REMIC Event as defined in Section 10.1(f) hereof.

Section 3.3

Monitoring of Servicers .  

(a)

The Master Servicer shall be responsible for monitoring the compliance by each Servicer with its duties under the related Servicing Agreement.  In the review of each Servicer’s activities, the Master Servicer may rely upon an officer’s certificate of any Servicer with regard to such Servicer’s compliance with the terms of its Servicing Agreement.  In the event that the Master Servicer, in its judgment, determines that a Servicer should be terminated in accordance with its Servicing Agreement, or that a notice should be sent pursuant to such Servicing Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Seller and the Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate; provided, however that if the defaulting Servicer is Wells Fargo, the Trustee shall issue such notice or take such other action as it deems appropriate.

(b)

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

(c)

To the extent that the costs and expenses of the Master Servicer or the Trustee, if applicable, related to any termination of a Servicer, enforcement of a servicer’s obligations, appointment of a successor servicer or the transfer and assumption of servicing by the Master Servicer or the Trustee, if applicable with respect to any Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the related Servicer as a result of an event of default by such Servicer and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Loans in accordance with the related Servicing Agreement) are not fully and timely reimbursed by the terminated Servicer, the Master Servicer or the Trustee, if applicable, shall be entitled to reimbursement of such costs and expenses from the Distribution Account.

(d)

The Master Servicer shall require each Servicer to comply with the remittance requirements and other obligations set forth in the related Servicing Agreement.

(e)

If the Master Servicer or the Trustee, as applicable, acts as successor Servicer, it shall not assume liability for the representations and warranties of the Servicer, if any, that it replaces.

Section 3.4

Fidelity Bond .

The Master Servicer, at its expense, shall maintain in effect a blanket fidelity bond and an errors and omissions insurance policy that would meet the requirements of Fannie Mae or Freddie Mac, affording coverage with respect to all directors, officers, employees and other Persons acting on such Master Servicer’s behalf, and covering errors and omissions in the performance of the Master Servicer’s obligations hereunder. The errors and omissions insurance policy and the fidelity bond shall be in such form and amount generally acceptable for entities serving as master servicers or trustees.  Any such errors and omissions policy and fidelity bond may not be cancelable without thirty (30) days’ prior written notice to the Trustee.

Section 3.5

Power to Act; Procedures .

The Master Servicer shall master service the Loans and shall have full power and authority, subject to the REMIC Provisions and the provisions of Article X hereof, to do any and all things that it may deem necessary or desirable in connection with the master servicing and administration of the Loans, including but not limited to the power and authority (i) to execute and deliver, on behalf of the Certificateholders and the Truste