POOLING AND SERVICING AGREEMENT

DEUTSCHE MORTGAGE SECURITIES, INC.

Depositor

and

[NAME OF MASTER SERVICER]

Master Servicer and Securities Administrator

and

[NAME OF TRUSTEE]

Trustee

________________________

POOLING AND SERVICING AGREEMENT

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

________________________

Mortgage Pass-Through Certificates

Series 200[___]-[__]

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This Pooling and Servicing Agreement, dated and effective as of [______] 1, 2007 (this "Agreement"), is executed by and among Deutsche Alt-A Securities, Inc., as depositor (the "Depositor"), [Name of Master Servicer], as master servicer (the "Master Servicer") and securities administrator (the "Securities Administrator"), and [Name of Trustee], as trustee (the "Trustee"). Capitalized terms used in this Agreement and not otherwise defined have the meanings ascribed to such terms in Article I hereof. !

PRELIMINARY STATEMENT

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

The Certificates issued hereunder, other than the Junior Subordinate Certificates and Class P Certificates, have been offered for sale pursuant to a Prospectus, dated [___________], 200[__], and a Prospectus Supplement, dated [___________], 200[__] of the Depositor (together, the "Prospectus"). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated [___________], 200[__]. The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein.

REMIC I

As provided herein, the Trustee will make an election to treat the segregated pool of assets described in the definition of REMIC I (as defined herein), and subject to this Agreement, as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes and such segregated pool of assets will be designated as "REMIC I". The REMIC I Regular Interests will be the "regular interests" in REMIC I and Component R-1 of the Class R Certificates will represent the sole Class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under the federal income tax law. The following table irrevocably sets forth the designation, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance, and for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the REMIC I Regular Interests. None of the REMIC I Regular Interests will be certificated.

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

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WITNESSETH

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

ARTICLE I

DEFINITIONS

Section 1.1   Definitions .

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

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

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

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

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

Advance : Either (i) a Monthly Advance made by a Servicer as such term is defined in and pursuant to the related Servicing Agreement or (ii) an advance made by the Master Servicer or the Trustee pursuant to Section 4.7.

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

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

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Aggregate Senior Percentage : With respect to any Distribution Date, the percentage equivalent of a fraction, the numerator of which is the aggregate Certificate Principal Balance of the Senior Certificates (other than the Class [__], Class [__], Class [__], Class [__] and Class [__] Certificates) immediately prior to that Distribution Date, and the denominator of which is the sum of the Scheduled Principal Balances of the Loans as of the first day of the related Due Period (exclusive of the Group I Discount Fraction of the Scheduled Principal Balance of each Group I Discount Loan and the Group I Discount Fraction of the Scheduled Principal Balance of each Group I Discount Loan).

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

Aggregate Subordinate Percentage : With respect to any Distribution Date, 100% minus the Aggregate Senior Percentage for that Distribution Date.

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

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

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

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

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

Anniversary : Each anniversary of the Cut-Off Date.

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

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

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

Authorized Denomination : With respect to the Certificates (other than the Class P Certificates and Residual Certificates), a minimum initial Certificate Principal Balance or Notional Amount of $25,000 each and integral multiples of $1.00 in excess thereof as set forth on the face thereof. With respect to the Class P Certificates, a minimum initial Certificate Principal Balance of $20 and integral multiples in excess thereof as set forth on the face thereof. With respect to the Class R Certificates, one Certificate with a Percentage Interest equal to 100% as set forth on the face thereof.

Available Distribution Amount : Any of the Group I Available Distribution Amount or Group II Available Distribution Amount.

Bankruptcy Coverage : As of the Cut-Off Date, $[_______]. Bankruptcy Coverage will be reduced, from time to time, by the amount of Bankruptcy Losses allocated to the Certificates.

Bankruptcy Loss : Any Debt Service Reduction or Deficient Valuation.

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

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

Book-Entry Certificates : The Senior Certificates (other than the Class R Certificates), Class [___], Class [___] and Class [___] Certificates.

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

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

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

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

Certificate : Any one of the Certificates issued pursuant to this Agreement, executed and authenticated by or on behalf of the Securities Administrator hereunder in substantially one of the forms set forth in Exhibits A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8, A-9, A-10, A-11 and A-12 hereto.

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

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

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Certificate Register : The register maintained pursuant to Section 5.2.

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

Class : All Certificates having the same priority and rights to payments from the related Available Distribution Amount, designated as a separate Class, as set forth in the forms of Certificates attached hereto as Exhibits A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8, A-9, A-10, A-11 and A-12, as applicable.

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

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

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

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

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

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

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

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

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

Clearstream : Clearstream, Luxembourg, socíeté anonyme (formerly known as Cedelbank), a corporation organized under the laws of the Duchy of Luxembourg.

Closing Date : [_____________], 200[__].

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

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

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

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

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

Corporate Trust Office : The principal corporate trust office of the Trustee or the Securities Administrator, as the case may be, at which at any particular time its corporate trust business in connection with this Agreement shall be administered, which office at the date of the execution of this instrument is located at (i) with respect to the Trustee, [Name of Trustee], [Address of Trustee], or at such other address as the Trustee may designate from time to time by notice to the Certificateholders, the Depositor, the Master Servicer and the Securities Administrator, or (ii) with respect to the Securities Administrator, (A) for Certificate transfer and surrender purposes, [Name of Master Servicer], [Address of Master Servicer], Attention: DMSI 200[__]-[__] and (B) for all other purposes, [Name of Master Servicer], [Address of Master Servicer], Attention: DMSI 200[__]-[__], or at such other address as the Securities Administrator may designate from time to time by notice to the Certificateholders, the Depositor, the Master Servicer and the Trustee.

Corresponding Certificate : With respect to each REMIC I Regular Interest listed below, the corresponding Class of Regular Certificates listed below:

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

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

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

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

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

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

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

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

Custodial Agreement : Either of the [DBNT Custodial Agreement] or the [Wells Fargo Custodial Agreement], or any other custodial agreement entered into after the date hereof with respect to any Loan subject to this Agreement.

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

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

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

[DBNT Custodial Agreement: The Custodial Agreement dated as of [_______], 2007, among the Trustee, DBNT and American Home, as may be amended or supplemented from time to time.]

Debt Service Reduction : Any reduction of the amount of the monthly payment on a Loan made by a bankruptcy court in connection with a personal bankruptcy of a Mortgagor.

Deficient Valuation: In connection with a personal bankruptcy of a Mortgagor on a Loan, the positive difference, if any, resulting from the outstanding principal balance on a Loan less a bankruptcy court’s valuation of the related Mortgaged Property.

Definitive Certificates : As defined in Section 5.1.

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

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

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

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

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

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

Distribution Account : The separate trust account or accounts created and maintained by the Securities Administrator pursuant to Section 3.23, for the benefit of the Certificateholders and designated "Wells [Name of Master Servicer], as Securities Administrator, in trust for registered holders of Deutsche Mortgage Securities, Inc. Mortgage Loan Trust, Series 200[__]-[__]." Funds in the Distribution Account shall be held in trust for the Certificateholders for the uses and purposes set forth in this Agreement. Each Distribution Account must be an Eligible Account.

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

Distribution Date : The 25th day (or, if such 25th day is not a Business Day, the Business Day immediately succeeding such 25th day) of each month, with the first such date being [__________], 200[__].

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

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

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

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

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

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

(b)   direct obligations of, or guaranteed as to timely payment of principal and interest by, Freddie Mac, Fannie Mae or the Federal Farm Credit System, provided, that any such obligation, at the time of purchase or contractual commitment providing for the purchase thereof, is qualified by each Rating Agency as an investment of funds backing securities rated "AAA" and "Aaa" in the case of S&P and Moody’s (the initial rating of the Senior Certificates (other than the Class I-A-8 Certificates, which are rated "Aa1" by Moody’s));

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

(d)   general obligations of or obligations guaranteed by any state of the United States or the District of Columbia receiving one of the two highest long-term debt ratings available for such securities by each Rating Agency, or such lower rating as will not result in the downgrading or withdrawal of the rating or ratings then assigned to any Class of Certificates by any Rating Agency;

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

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

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

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

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

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

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

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

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

Euroclear : Euroclear Bank SA/NV, Brussels office, as operator of the Euroclear system.

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

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

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

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

Fitch : Fitch Ratings or any successor thereto.

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

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

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

(3)   after the fifth Anniversary, the Fraud Coverage will be zero.

Fraud Loss : The occurrence of a loss on a Loan, as reported by the related Servicer, arising from any action, event or state of facts with respect to such Loan which, because it involved or arose out of any dishonest, fraudulent, criminal, negligent or knowingly wrongful act, error or omission by the Mortgagor, originator (or assignee thereof) of such Loan, or the related Servicer, would result in an exclusion from, denial of, or defense to coverage which otherwise would be provided by an insurance policy previously issued with respect to such Loan.

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

Global Certificate: A Regulation S Temporary Global Certificate or a Regulation S Permanent Global Certificate.

[GMAC : GMAC Mortgage Corporation, a Delaware corporation, or any successor thereto.]

[GMAC 2004 Servicing Agreement : The Servicing Agreement, dated as of April 1, 2004, between Sponsor and GMAC (as modified pursuant to the related Assignment Agreement).]

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

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

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

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

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

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

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

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

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

Group I Loans: Those Loans having original terms to maturity not greater than thirty (30) years and identified on the Loan Schedule as Group I Loans.

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

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

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

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

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

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

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

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

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

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

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

Independent : When used with respect to any specified Person, any such Person who (i) is in fact independent of the Depositor, any Servicer, the Master Servicer and the Securities Administrator, (ii) does not have any direct financial interest or any material indirect financial interest in the Depositor, any Servicer, the Master Servicer or the Securities Administrator or any Affiliate of the aforementioned and (iii) is not connected with the Depositor, any Servicer, the Master Servicer or the Securities Administrator as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions.

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

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

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

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

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

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

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

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

LIBOR : For the initial Interest Accrual Period, the Securities Administrator will determine One-Month LIBOR for such Interest Accrual Period based on information available on the second Business Day preceding the Closing Date with respect to the Adjustable Rate Certificates, and for any Interest Accrual Period thereafter, on the second Business Day preceding the related Interest Accrual Period, the one-month rate which appears on the Dow Jones Telerate System, page 3750, as of 11:00 a.m., London time on the LIBOR Determination Date. If such rate is not provided, LIBOR shall mean the rate determined by the Securities Administrator (or a calculation agent on its behalf) in accordance with the following procedure:

(i)   The Securities Administrator on the LIBOR Determination Date will request the principal London offices of each of four major Reference Banks in the London interbank market, as selected by the Securities Administrator, to provide the Securities Administrator with its offered quotation for deposits in United States dollars for the upcoming one-month period, commencing on the second LIBOR Business Day immediately following such LIBOR Determination Date, to prime banks in the London interbank market at approximately 11:00 a.m. London time on such LIBOR Determination Date and in a principal amount that is representative for a single transaction in United States dollars in such market at such time. If at least two such quotations are provided, LIBOR determined on such LIBOR Determination Date will be the arithmetic mean of such quotations.

(ii)   If fewer than two quotations are provided, LIBOR determined on such LIBOR Determination Date will be the arithmetic mean of the rates quoted at approximately 11:00 a.m. in New York City on such LIBOR Determination Date by three major banks in New York City selected by the Securities Administrator for one-month United States dollar loans to lending European banks, in a principal amount that is representative for a single transaction in United States dollars in such market at such time; provided, however, that if the banks so selected by the Securities Administrator are not quoting as mentioned in this sentence, LIBOR determined on such LIBOR Determination Date will continue to be LIBOR as then currently in effect on such LIBOR Determination Date.

The establishment of LIBOR and each Pass-Through Rate for the Adjustable Rate Certificates by the Securities Administrator shall (in the absence of manifest error) be final, conclusive and binding upon each Holder of an Adjustable Rate Certificate and the Securities Administrator.

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

LIBOR Determination Date : The second LIBOR Business Day before the first day of the related Interest Accrual Period.

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

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

Liquidation Proceeds: The amount (other than Insurance Proceeds or amounts received in respect of the rental of any REO Property prior to REO Disposition) received by the related Servicer pursuant to the related Servicing Agreement in connection with (i) the taking of all or a part of a Mortgaged Property by exercise of the power of eminent domain or condemnation, (ii) the liquidation of a defaulted Loan through a trustee’s sale, foreclosure sale or otherwise, or (iii) the repurchase, substitution or sale of a Loan or an REO Property pursuant to or as contemplated by Section 2.3 or Section 9.1, in each case net of any portion thereof that represents a recovery of principal or interest for which an Advance was made by a Servicer or the Master Servicer.

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

Loan Group : The Group I Loans and Group II Loans, as applicable.

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

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

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

Master Servicer : As of the Closing Date, [Name of Master Servicer] and thereafter, its respective successors in interest who meet the qualifications of this Agreement. The Master Servicer and the Securities Administrator shall at all times be the same Person or Affiliates.

Master Servicer Event of Default : One or more of the events described in Section 7.1 hereof.

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

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

Master Servicing Fee Rate : [_____]% per annum.

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Monthly Advance : As to any Loan or REO Property, any advance made by a Servicer in respect of any Determination Date or in respect of any Distribution Date by a successor Servicer or by the Master Servicer or the Trustee pursuant to Section 4.7 of this Agreement (which advances shall not include principal or interest shortfalls due to bankruptcy proceedings or application of the Relief Act or similar state or local laws.)

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

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

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

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

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

Mortgage Loan Purchase Agreement : The Sponsor Mortgage Loan Purchase Agreement [or the AHMC Mortgage Loan Purchase Agreement, as applicable].

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

Mortgage Pool : All of the Loans.

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

Mortgagor : The obligor on a Mortgage Note.

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

[National City Servicing Agreement : The Master Seller’s Warranties and Servicing Agreement, dated as of January 1, 2005, between Sponsor and National City, as amended (as modified pursuant to the related Assignment Agreement).]

Net Interest Shortfall : For any Distribution Date, the sum of (i) any Prepayment Interest Shortfall for such Distribution Date, (ii) any Relief Act Interest Shortfall for such Distribution Date and (iii) the portion of Realized Losses attributable to interest allocated to the Certificates.

Net Mortgage Rate: For each Loan and for any date of determination, a per annum rate equal to the Mortgage Interest Rate for such Loan less the related Servicing Fee Rate, the Master Servicing Fee Rate, the Credit Risk Management Fee Rate and the rate at which any lender paid mortgage insurance is calculated.

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Nonrecoverable Advance : With respect to any Loan, any Advance or Servicing Advance which the related Servicer shall have determined to be a Nonrecoverable Advance as defined in and pursuant to the related Servicing Agreement, or which the Master Servicer shall have determined to be nonrecoverable pursuant to Section 4.7, respectively, and which was, or is proposed to be, made by such Servicer or the Master Servicer.

Non-U.S. Person : A Person that is not a U.S. Person.

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

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

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

Officer’s Certificate : With respect to any Person, a certificate signed by the Chairman of the Board, the President or a Vice-President, however denominated, of such Person (or, in the case of a Person which is not a corporation, signed by the person or persons having like responsibilities), and delivered to the Trustee.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Percentage Interest: With respect to any Class of Certificates (other than the Residual Certificates) and any date of determination, the undivided percentage ownership in such Class evidenced by such Certificate, expressed as a percentage, the numerator of which is the initial Certificate Principal Balance or Notional Amount represented by such Certificate and the denominator of which is the aggregate initial Certificate Principal Balance or Notional Amount of all of the Certificates of such Class. Each Certificate is issuable only in minimum Percentage Interests corresponding to the Authorized Denomination of the related Class of Certificates; provided, however, that a single Certificate of each such Class of Certificates may be issued having a Percentage Interest corresponding to the remainder of the aggregate initial Certificate Principal Balance or Notional Amount of such Class or to an otherwise Authorized Denomination for such Class plus such remainder. With respect to any Residual Certificate, the undivided percentage ownership in such Class evidenced by such Certificate, is as set forth on the face of such Certificate.

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

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

Plan : As defined in Section 5.2.

Plan Assets : As defined in Section 5.2.

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

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

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

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

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

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

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

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

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

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

Principal Prepayment Amount : On any Distribution Date and for any Loan Group, the sum of (i) Curtailments received during the related Prepayment Period, (ii) Payoffs received during the related Prepayment Period and (iii) Liquidation Proceeds, Insurance Proceeds and Subsequent Recoveries received during the related Prepayment Period.

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

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

Purchase Obligation : An obligation of the Depositor, Sponsor [or AHMC] to repurchase Loans under the circumstances and in the manner provided in Section 2.3.

Purchase Price : With respect to any Loan to be purchased pursuant to a Purchase Obligation, or any Loan to be purchased or repurchased relating to an REO Property, and as confirmed by an Officers’ Certificate from the Master Servicer to the Trustee and the Securities Administrator, an amount equal to the sum of (i) 100% of the Principal Balance thereof as of the date of purchase (or in the case of an REO Property being purchased as provided in Section 9.1, 100% of the fair market value of such REO Property), (ii) in the case of (x) a Loan, accrued interest on such Principal Balance at the applicable Net Mortgage Rate from the date interest was last paid by the related Mortgagor or advanced by the applicable Servicer or the Master Servicer, which payment or Advance had as of the date of purchase been distributed pursuant to Section 4.1, through the end of the calendar month in which the purchase is to be effected and (y) an REO Property, the sum of (1) accrued interest on such Principal Balance at the applicable Net Mortgage Rate from the date interest was last paid by the related Mortgagor or advanced by the applicable Servicer or the Master Servicer through the end of the calendar month immediately preceding the calendar month in which such REO Property was acquired, plus (2) REO Imputed Interest for such REO Property for each calendar month commencing with the calendar month in which such REO Property was acquired and ending with the calendar month in which such purchase is to be effected, net of the total of all net rental income, Insurance Proceeds, Liquidation Proceeds and Advances that as of the date of purchase had been distributed as or to cover REO Imputed Interest in accordance with the applicable Servicing Agreement, (iii) any unreimbursed Servicing Advances and Advances (including Nonrecoverable Advances) and any unpaid Servicing Fees or Master Servicing Fees allocable to such Loan or REO Property and (iv) in the case of a Loan required to be purchased pursuant to Section 2.3, expenses reasonably incurred or to be incurred by the Master Servicer, the Servicers, the Trustee or the Securities Administrator in respect of the breach or defect giving rise to a Purchase Obligation and any costs and damages incurred by the Trust Fund in connection with any violation by any such Loan of any predatory or abusive lending law.

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

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

Realized Loss : With respect to any Distribution Date and any Liquidated Loan which became a Liquidated Loan during the related Prepayment Period, the sum of (i) the Principal Balance of such Loan remaining outstanding (after all recoveries of principal, including net Liquidation Proceeds, have been applied thereto) and the principal portion of Nonrecoverable Advances with respect to such Loan which have been reimbursed from amounts received in respect of the Loans in such Loan Group other than the related Loan, and (ii) the accrued interest on such Loan remaining unpaid and the interest portion of Nonrecoverable Advances with respect to such Loan which have been reimbursed from amounts received in respect of the Loans in such Loan Group other than the related Loan. The amounts described in clause (i) shall be the principal portion of Realized Losses and the amounts described in clause (ii) shall be the interest portion of Realized Losses. In addition, to the extent a Servicer receives Subsequent Recoveries with respect to any defaulted Loan, the amount of the Realized Loss with respect to that defaulted Loan will be reduced to the extent such recoveries are applied to reduce the Certificate Principal Balance of any Class of Certificates on any Distribution Date.

Record Date : With respect to the Adjustable Rate Certificates, the Business Day prior to the related Distribution Date and with respect to the Certificates other than the Adjustable Rate Certificates, the last Business Day of the month immediately preceding the month in which the related Distribution Date occurs.

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

Regular Interest Certificates : The Certificates, other than the Class R Certificates.

Regulation S Permanent Global Certificate: As defined in Section 5.1.

Regulation S Temporary Global Certificate: As defined in Section 5.1.

Release Date: The 40 ^th day after the later of (i) commencement of the offering of the Certificates and (ii) the Closing Date.

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Relief Act : The Servicemembers Relief Act of 2003, as amended, or similar state or local laws.

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

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

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

REMIC Opinion : An Opinion of Counsel stating that, under the REMIC Provisions, any contemplated action will not cause any REMIC to fail to qualify as a REMIC or result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code).

REMIC Provisions : Provisions of the federal income tax law relating to real estate mortgage investment conduits which appear at Section 860A through 860G of Subchapter M of Chapter 1 of the Code, and related provisions, and regulations and rulings promulgated thereunder, as the foregoing may be in effect from time to time.

REMIC Regular Interests : Any of the REMIC I Regular Interests or Regular Interest Certificates.

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

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REMIC I Regular Interests :   Any of the separate non-certificated beneficial ownership interests in REMIC I (as defined in the Preliminary Statement) issued hereunder and designated as a Regular Interest in REMIC I. Each REMIC I Regular Interest (other than REMIC I Regular Interest LT-IAPO, REMIC I Regular Interest LT-IIAPO, REMIC I Regular Interest LT-P1 and REMIC I Regular Interest LT-P2) shall accrue interest at the related Uncertificated REMIC I Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal (other than REMIC I Regular Interest LT-IAIO and REMIC I Regular Interest LT-IIAIO) subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto.

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

REMIC II Certificates : The Group I Senior Certificates, Group II Senior Certificates, Class P Certificates and Subordinate Certificates.

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

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

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

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

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

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

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

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

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

Securities Act : The Securities Act of 1933, as amended.

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

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

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

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

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

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

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

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

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

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

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

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

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

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Servicing Agreement : [The National City Servicing Agreement, the GreenPoint Servicing Agreement, the GMAC 2004 Servicing Agreement, the GMAC 2005 Servicing Agreement, the Wells Fargo Servicing Agreement and the American Home Servicing Agreement], each as modified by the related Assignment Agreement.

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

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

Servicing Fee Rate : As set forth in the related Servicing Agreement.

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

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

Special Hazard Coverage: As of the Cut-Off Date $[________]. On each Anniversary, the Special Hazard Coverage will be reduced to an amount equal to the lesser of:

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Special Hazard Loss : The occurrence of any direct physical loss or damage to a Mortgaged Property relating to a Liquidated Loan, as reported by the related Servicer, not covered by a standard hazard maintenance policy with extended coverage which is caused by or results from any cause except: (i) fire, lightning, windstorm, hail, explosion, riot, riot attending a strike, civil commotion, vandalism, aircraft, vehicles, smoke, sprinkler leakage, except to the extent of that portion of the loss which was uninsured because of the application of a co-insurance clause of any insurance policy covering these perils; (ii) normal wear and tear, gradual deterioration, inherent vice or inadequate maintenance of all or part thereof; (iii) errors in design, faulty workmanship or materials, unless the collapse of the property or a part thereof ensues and then only for the ensuing loss; (iv) nuclear reaction or nuclear radiation or radioactive contamination, all whether controlled or uncontrolled and whether such loss be direct or indirect, proximate or remote or be in whole or in part caused by, contributed to or aggravated by a peril covered by this definition of Special Hazard Loss; (v) hostile or warlike action in time of peace or war, including action in hindering, combating or defending against an actual, impending or expected attack (a) by any government or sovereign power (dejure or defacto), or by an authority maintaining or using military, naval or air forces, (b) by military, naval or air forces, or (c) by an agent of any such government, power, authority or forces; (vi) any weapon of war employing atomic fission or radioactive force whether in time of peace or war; (vii) insurrection, rebellion, revolution, civil war, usurped power or action taken by governmental authority in hindering, combating or defending against such occurrence; or (viii) seizure or destruction under quarantine or customs regulations, or confiscation by order of any government or public authority.

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

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

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

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

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

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

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

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

provided, however, that the Subordinate Principal Distribution Amount for the Group I Loans shall be reduced by the amounts required to be distributed to the Class [___] Certificates with respect to the Group I Discount Fractional Principal Shortfall on such Distribution Date and the amounts required to be distributed to the Senior Certificates of a Loan Group in connection with any Collateral Deficiency Amount; provided further that the Subordinate Principal Distribution Amount for the Group II Loans shall be reduced by the amounts required to be distributed to the Class [___] Certificates with respect to the Group II Discount Fractional Principal Shortfall on such Distribution Date and the amounts required to be distributed to the Senior Certificates of a Loan Group in connection with any Collateral Deficiency Amount. Any reduction in the Subordinate Principal Distribution Amount pursuant to the foregoing proviso shall offset the amount calculated pursuant to clause (1), clause (3) and clause (2) above, in that order.

Subordinate Principal Prepayment Amount : For any Distribution Date and a Loan Group, the related Subordinate Prepayment Percentage of the Principal Prepayment Amount for such Distribution Date (exclusive of the portion thereof attributable to the Group I Discount Fractional Principal Amount for that Distribution Date or the portion thereof attributable to the Group II Discount Fractional Principal Amount for that Distribution Date, as applicable).

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

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

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

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

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

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

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

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

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Tax Matters Person : The Holder of the Class R Certificates issued hereunder or any Permitted Transferee of such Class R Certificateholder shall be the initial "tax matters person" for REMIC I and REMIC II within the meaning of Section 6231(a)(7) of the Code.

Termination Price : As defined in Section 9.1.

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

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

Trust REMIC : Any of REMIC I or REMIC II.

Trustee : [Name of Trustee,] or its successor in interest, or any successor trustee appointed as herein provided.

Uncertificated Accrued Interest : With respect to each REMIC Regular Interest on each Distribution Date, an amount equal to one month’s interest at the related Uncertificated Pass-Through Rate on the Uncertificated Principal Balance of such REMIC Regular Interest. In each case, Uncertificated Accrued Interest will be reduced by any Prepayment Interest Shortfalls and shortfalls resulting from application of the Relief Act.

Uncertificated Principal Balance : With respect to each REMIC Regular Interest, the principal amount of such REMIC Regular Interest outstanding as of any date of determination. As of the Closing Date, the Uncertificated Principal Balance of each REMIC Regular Interest shall equal the amount set forth in the Preliminary Statement hereto as its initial Uncertificated Principal Balance. On each Distribution Date, the Uncertificated Principal Balance of each REMIC Regular Interest shall be reduced by all distributions of principal made on such REMIC Regular Interest on such Distribution Date pursuant to Sections 4.1 and 4.3, as applicable and, if and to the extent necessary and appropriate, shall be further reduced on such Distribution Date by Realized Losses, as provided in Sections 4.2. The Uncertificated Principal Balance of each REMIC Regular Interest shall never be less than zero.

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

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Underwriter : Deutsche Bank Securities Inc.

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

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

Verification Agent : As defined in Section 3.28.

Verification Report : As defined in Section 3.28.

Wells Fargo : Wells Fargo Bank, National Association, or any successor thereto.

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

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

Section 1.2   Allocation of Certain Interest Shortfall .

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For purposes of calculating the amount of Uncertificated Accrued Interest for the REMIC I Regular Interests for any Distribution Date, the aggregate amount of any Prepayment Interest Shortfalls incurred in respect of the Loans for any Distribution Date shall be allocated to the REMIC I Regular Interests, pro rata, to the extent of one month’s interest at the then applicable respective Uncertificated REMIC I Pass-Through Rate on the Uncertificated Principal Balance of each such REMIC I Regular Interest.

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ARTICLE II

CONVEYANCE OF TRUST FUND;

ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.1   Conveyance of Trust Fund . The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, without recourse, for the benefit of the Certificateholders, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Loans identified on the Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreements, the Servicing Agreements, the Assignment Agreements, the Subsequent Mortgage Loan Purchase Agreement and such assets as shall from time to time be credited or a required by the terms of this Agreement to be credited to the Pre-Funding Account and Capitalized Interest Account, (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or the applicable Servicer on or with respect to the Loans (other than payments of principal and interest due on such Loans on or before the Cut-Off Date). The Depositor herewith delivers to the Trustee executed copies of the Mortgage Loan Purchase Agreements and the Assignment Agreements (with copies of the related Servicing Agreements attached thereto).

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

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

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

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

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

Section 2.3   Repurchase or Substitution of Loans .

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

In addition, promptly upon the earlier of discovery by the Master Servicer or receipt of notice from a Servicer or Sponsor [or AHMC, as applicable,] to a Responsible Officer of the Master Servicer of the breach of the representation of Sponsor [or AHMC, as applicable,] set forth in Section 5(x) of the [related] Mortgage Loan Purchase Agreement which materially and adversely affects the interests of the Holders of the Certificates in any Prepayment Charge, the Master Servicer shall promptly notify Sponsor [or AHMC, as applicable,] and the Trustee of such breach. The Trustee shall enforce the obligations of Sponsor [or AHMC, as applicable,] under the [related] Mortgage Loan Purchase Agreement to remedy such breach to the extent and in the manner set forth in the [related] Mortgage Loan Purchase Agreement.

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

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As to any Deleted Loan for which Sponsor [or AHMC, as applicable,] substitutes a Substitute Loan or Loans, such substitution shall be effected by Sponsor [or AHMC, as applicable,] delivering to the Trustee or the applicable Custodian on behalf of the Trustee, for such Substitute Loan or Loans, the Mortgage Note, the Mortgage, the Assignment to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, as are required by Section 2 of the applicable Custodial Agreement, as applicable, together with an Officers’ Certificate providing that each such applicable Substitute Loan satisfies the definition thereof and specifying the Substitution Shortfall Amount (as described below), if any, in connection with such substitution. The applicable Custodian on behalf of the Trustee shall acknowledge receipt of such Substitute Loan or Loans and, within ten (10) Business Days thereafter, review such documents and deliver to the Depositor, the Trustee and the Master Servicer, with respect to such Substitute Loan or Loans, an initial certification pursuant to the applicable Custodial Agreement, with any applicable exceptions noted thereon. Within one year of the date of substitution, the applicable Custodian on behalf of the Trustee shall deliver to the Depositor, the Trustee and the Master Servicer a final certification pursuant to the applicable Custodial Agreement with respect to such Substitute Loan or Loans, with any applicable exceptions noted thereon. Monthly Payments due with respect to Substitute Loans in the month of substitution are not part of REMIC I and shall be retained by Sponsor [or AHMC, as applicable]. For the month of substitution, distributions to Certificateholders shall reflect the Monthly Payment due on such Deleted Loan on or before the Due Date in the month of substitution, and Sponsor [or AHMC, as applicable,] shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Loan. The Depositor shall give or cause to be given written notice to the Certificateholders that such substitution has taken place, shall amend the Loan Schedule to reflect the removal of such Deleted Loan from the terms of this Agreement and the substitution of the Substitute Loan or Loans and shall deliver a copy of such amended Loan Schedule to the Trustee and the Master Servicer. Upon such substitution, such Substitute Loan or Loans shall constitute part of the Trust Fund and shall be subject in all respects to the terms of this Agreement and the [related] Mortgage Loan Purchase Agreement including all applicable representations and warranties thereof included herein or in the [related] Mortgage Loan Purchase Agreement.

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

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

(c)   Upon discovery by the Depositor, Sponsor, [AHMC,] the Master Servicer or the Trustee that any Loan does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, the party discovering such fact shall within two (2) Business Days give written notice thereof to the other parties. In connection therewith, Sponsor [or AHMC, as applicable,] shall repurchase or substitute one or more Substitute Loans for the affected Loan within ninety (90) days of the earlier of discovery or receipt of such notice with respect to such affected Loan. Such repurchase or substitution shall be made by (i) Sponsor [or AHMC, as applicable,] if the affected Loan’s status as a non-qualified mortgage is or results from a breach of any representation, warranty or covenant made by Sponsor [or AHMC, as applicable,] under the [related] Mortgage Loan Purchase Agreement or (ii) the Depositor, if the affected Loan’s status as a non-qualified mortgage does not result from a breach of representation or warranty. Any such repurchase or substitution shall be made in the same manner as set forth in Section 2.3(a). The Trustee shall reconvey to Sponsor [, AHMC] or the Depositor the Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Loan repurchased for breach of a representation or warranty.

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

Section 2.4   Authentication and Delivery of Certificates; Designation of Certificates as REMIC Regular Interests and Residual Interests .

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

(b)   This Agreement shall be construed so as to carry out the intention of the parties that each of REMIC I and REMIC II be treated as a REMIC at all times prior to the date on which the Trust Fund is terminated. The "regular interests" (within the meaning of Section 860G(a)(1) of the Code) in REMIC II shall consist of the Class [___], Class [___], Class [___], Class [___], Class [___], Class [___], Class [___], Class [___], Class [___], Class [___], Class [___], Class [___], Class [___], Class [___], Class [___], Class [___], Class [___], Class [___], Class [___], Class [___], Class [___], Class [___], Class [___]and Class [___]Certificates. The "residual interest" (within the meaning of Section 860G(a)(2) of the Code) in REMIC II shall consist of Component R-2. The "regular interests" (within the meaning of Section 860G(a)(1) of the Code) of REMIC I shall consist of the REMIC I Regular Interests. The "residual interest" (within the meaning of Section 860(G)(a)(2) of the Code) of REMIC I shall consist of Component R-1.

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Section 2.5   Representations and Warranties of the Master Servicer . The Master Servicer hereby represents, warrants and covenants to the Trustee, for the benefit of each of the Trustee, the Certificateholders and the Depositor that as of the Closing Date or as of such date specifically provided herein:

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

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

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

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

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

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

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

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

Section 2.6   [Conveyance of Subsequent Loans .]

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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Section 2.7   Establishment of the Trust .

The Depositor does hereby establish, pursuant to the further provisions of this Agreement and the laws of the State of New York, an express trust to be known, for convenience, as "Deutsche Mortgage Securities, Inc. Mortgage Loan Trust, Series 200[__]-[__]" and does hereby appoint [Name of Trustee], as Trustee in accordance with the provisions of this Agreement.

Section 2.8   Purpose and Powers of the Trust .

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

(a)   acquire and hold the Mortgage Loans and the other assets of the Trust Fund and the proceeds therefrom;

(b)   to issue the Certificates sold to the Depositor in exchange for the Mortgage Loans;

(c)   to make payments on the Certificates;

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

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

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

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ARTICLE III

ADMINISTRATION AND SERVICING OF THE LOANS; ACCOUNTS

Section 3.1   Master Servicer . The Master Servicer shall supervise, monitor and oversee the obligation of the Servicers to service and administer their respective Loans in accordance with the terms of the applicable Servicing Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with each Servicer as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by each Servicer and shall cause each Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by such Servicer under the applicable Servicing Agreement. The Master Servicer shall independently and separately monitor each Servicer’s servicing activities with respect to each related Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicers’ and Master Servicer’s records, and based on such reconciled and corrected information, prepare the statements specified in Section 4.6 and any other information and statements required to be provided by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Loan monitoring with the actual remittances of the Servicers to the Distribution Account pursuant to the applicable Servicing Agreements.

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

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

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

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

Section 3.2   REMIC-Related Covenants . For as long as each REMIC shall exist, the Trustee and the Securities Administrator shall treat each REMIC as a REMIC, and the Trustee and the Securities Administrator shall comply with any directions of Sponsor, [AHMC,] the related Servicer or the Master Servicer to assure such continuing treatment. In particular, the Trustee shall not (a) sell or permit the sale of all or any portion of the Loans or of any investment of deposits in an Account unless such sale is as a result of a repurchase of the Loans pursuant to this Agreement or the Trustee has received an Opinion of Counsel stating that such sale will not result in an Adverse REMIC Event as defined in Section 10.1(f) hereof prepared at the expense of the Trust Fund and (b) other than with respect to a substitution pursuant to the Mortgage Loan Purchase Agreement, the Assignment Agreements or Section 2.3 of this Agreement, as applicable, accept any contribution to any REMIC after the Startup Day without receipt of an Opinion of Counsel stating that such contribution will not result in an Adverse REMIC Event as defined in Section 10.1(f) hereof.

Section 3.3   Monitoring of Servicers . a) The Master Servicer shall be responsible for monitoring the compliance by each Servicer with its duties under the related Servicing Agreement. In the review of each Servicer’s activities, the Master Servicer may rely upon an officer’s certificate of any Servicer with regard to such Servicer’s compliance with the terms of its Servicing Agreement. In the event that the Master Servicer, in its judgment, determines that a Servicer should be terminated in accordance with its Servicing Agreement, or that a notice should be sent pursuant to such Servicing Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Sponsor, [AHMC] and the Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate; provided, however that if defaulting Servicer is Wells Fargo, the Trustee shall issue such notice or take such other action as it deems appropriate.

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

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

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

(e)   If the Master Servicer acts as Servicer, it shall not assume liability for the representations and warranties of the Servicer, if any, that it replaces.

Section 3.4   Fidelity Bond . The Master Servicer, at its expense, shall maintain in effect a blanket fidelity bond and an errors and omissions insurance policy that would meet the requirements of Fannie Mae or Freddie Mac, affording coverage with respect to all directors, officers, employees and other Persons acting on such Master Servicer’s behalf, and covering errors and omissions in the performance of the Master Servicer’s obligations hereunder. The errors and omissions insurance policy and the fidelity bond shall be in such form and amount generally acceptable for entities serving as master servicers or trustees. Any such errors and omissions policy and fidelity bond may not be cancelable without thirty (30) days’ prior written notice to the Trustee.

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Section 3.5   Power to Act; Procedures . The Master Servicer shall master service the Loans and shall have full power and authority, subject to the REMIC Provisions and the provisions of Article X hereof, to do any and all things that it may deem necessary or desirable in connection with the master servicing and administration of the Loans, including but not limited to the power and authority (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages, (iii) to collect any Insurance Proceeds and Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Loan, in each case, in accordance with the provisions of this Agreement and the related Servicing Agreement, as applicable; provided, however, that the Master Servicer shall not (and, consistent with its responsibilities under Section 3.3, shall not permit any Servicer to) knowingly or intentionally take any action, or fail to take (or fail to cause to be taken) any action reasonably within its control and the scope of duties more specifically set forth herein, that, under the REMIC Provisions, if taken or not taken, as the case may be, would cause any REMIC to fail to qualify as a REMIC or result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) unless the Master Servicer has received an Opinion of Counsel (but not at the expense of the Master Servicer) to the effect that the contemplated action will not cause any REMIC to fail to qualify as a REMIC or result in the imposition of a tax upon any REMIC. The Trustee shall furnish the Master Servicer, upon written request from a Servicing Officer, with any powers of attorney, in form acceptable to the Trustee, empowering the Master Servicer or the related Servicer to execute and deliver instruments of satisfaction or cancellation, or of partial or full release or discharge, and to foreclose upon or otherwise liquidate Mortgaged Property, and to appeal, prosecute or defend in any court action relating to the Loans or the Mortgaged Property, in accordance with the applicable Servicing Agreement and this Agreement, and the Trustee shall execute and deliver such other documents, as the Master Servicer or the related Servicer may request, to enable the Master Servicer to master service and administer the Loans and carry out its duties hereunder, in each case in accordance with Accepted Master Servicing Practices (and the Trustee shall have no liability for the misuse of any such powers of attorney or any other executed documents delivered by the Trustee pursuant to this paragraph by the Master Servicer or any Servicer and shall be indemnified by the Master Servicer or such Servicer for any costs, liabilities or expenses incurred by the Trustee in connection with such misuse). If the Master Servicer or the Trustee has been advised that it is likely that the laws of the state in which action is to be taken prohibit such action if taken in the name of the Trustee or that the Trustee would be adversely affected under the "doing business" or tax laws of such state if such action is taken in its name, the Master Servicer shall join with the Trustee in the appointment of a co-trustee pursuant to Section 8.10 hereof. In the performance of its duties hereunder, the Master Servicer shall be an independent contractor and shall not, except in those instances where it is taking action authorized pursuant to this Agreement to be taken by it in the name of the Trustee, be deemed to be the agent of the Trustee.

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Section 3.6   Due-on-Sale Clauses; Assumption Agreements . To the extent provided in the applicable Servicing Agreement and to the extent Loans contain enforceable due-on-sale clauses, the Master Servicer shall cause the Servicers to enforce such clauses in accordance with the applicable Servicing Agreement. If applicable law prohibits the enforcement of a due-on-sale clause or such clause is otherwise not enforced in accordance with the applicable Servicing Agreement, and, as a consequence, a Loan is assumed, the original Mortgagor may be released from liability in accordance with the applicable Servicing Agreement.

Section 3.7   Release of Mortgage Files .

(a)   Upon becoming aware of a Payoff with respect to any Loan, or the receipt by any Servicer of a notification that payment in full has been escrowed in a manner customary for such purposes for payment to Certificateholders on the next Distribution Date, the applicable Servicer will (or if the applicable Servicer does not, the Master Servicer may), if required under the applicable Servicing Agreement, promptly furnish to the applicable Custodian, on behalf of the Trustee, two copies of a request for release substantially in the form attached to the applicable Custodial Agreement, and signed by a Servicing Officer or in a mutually agreeable electronic format which will, in lieu of a signature on its face, originate from a Servicing Officer (which certification shall include a statement to the effect that all amounts received in connection with such payment that are required to be deposited in the Protected Account maintained by the applicable Servicer pursuant to its Servicing Agreement have been or will be so deposited) and shall request that the applicable Custodian, on behalf of the Trustee, deliver to the applicable Servicer the related Mortgage File. Upon receipt of such certification and request, the applicable Custodian, on behalf of the Trustee, shall promptly release the related Mortgage File to the applicable Servicer and the Trustee and applicable Custodian shall have no further responsibility with regard to such Mortgage File. Upon any such Payoff, each Servicer is authorized to give, as agent for the Trustee, as the mortgagee under the Mortgage that secured the Loan, an instrument of satisfaction (or assignment of mortgage without recourse) regarding the Mortgaged Property subject to the Mortgage, which instrument of satisfaction or assignment, as the case may be, shall be delivered to the Person or Persons entitled thereto against receipt therefor of such payment, it being understood and agreed that no expenses incurred in connection with such instrument of satisfaction or assignment, as the case may be, shall be chargeable to the Distribution Account.

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

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

(a)   The Master Servicer and each Servicer (to the extent required by the related Servicing Agreement) shall transmit to the Trustee or the applicable Custodian such documents and instruments coming into the possession of the Master Servicer or such Servicer from time to time as are required by the terms hereof, or in the case of the Servicers, the applicable Servicing Agreement, to be delivered to the Trustee or the applicable Custodian. Any funds received by the Master Servicer or a Servicer in respect of any Loan or which otherwise are collected by the Master Servicer or a Servicer as Liquidation Proceeds, Insurance Proceeds or Subsequent Recoveries in respect of any Loan shall be held for the benefit of the Trustee and the related Certificateholders subject to the Master Servicer’s right to retain or withdraw from the Distribution Account the Master Servicing Compensation and other amounts provided in this Agreement, and to the right of each Servicer to retain its Servicing Fee and other amounts as provided in the applicable Servicing Agreement. The Master Servicer shall, and (to the extent provided in the applicable Servicing Agreement) shall cause each Servicer to, provide access to information and documentation regarding the Loans to the Trustee, its agents and accountants at any time upon reasonable request and during normal business hours, and to Certificateholders that are savings and loan associations, banks or insurance companies, the OTS, the FDIC and the supervisory agents and examiners of such Office and Corporation or examiners of any other federal or state banking or insurance regulatory authority if so required by applicable regulations of the OTS or other regulatory authority, such access to be afforded without charge but only upon reasonable request in writing and during normal business hours at the offices of the Master Servicer designated by it. In fulfilling such a request the Master Servicer shall not be responsible for determining the sufficiency of such information.

(b)   All Mortgage Files and funds collected or held by, or under the control of, the Master Servicer or any Servicer, in respect of any Loans, whether from the collection of principal and interest payments or from Liquidation Proceeds or Insurance Proceeds, shall be held by the Master Servicer or such Servicer, as applicable, for and on behalf of the Trustee and the related Certificateholders and shall be and remain the sole and exclusive property of the Trustee; provided, however, that the Master Servicer and each Servicer shall be entitled to setoff against, and deduct from, any such funds any amounts that are properly due and payable to the Master Servicer or such Servicer under this Agreement or the applicable Servicing Agreement.

Section 3.9   Standard Hazard Insurance and Flood Insurance Policies .

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

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(b)   Pursuant to Section 3.23, any amounts collected by the Master Servicer or by any Servicer, under any insurance policies (other than amounts to be applied to the restoration or repair of the property subject to the related Mortgage or released to the Mortgagor in accordance with the applicable Servicing Agreement) shall be deposited into the Distribution Account, subject to withdrawal pursuant to Section 3.24. Any cost incurred by the Master Servicer or any Servicer in maintaining any such insurance if the Mortgagor defaults in its obligation to do so shall be added to the amount owing under the Loan where the terms of the Loan so permit; provided, however, that the addition of any such cost shall not be taken into account for purposes of calculating the distributions to be made to Certificateholders and shall be recoverable by the Master Servicer or such Servicer pursuant to Section 3.24.

Section 3.10   Presentment of Claims and Collection of Proceeds . The Master Servicer shall (to the extent provided in the applicable Servicing Agreement) cause the related Servicer to, prepare and present on behalf of the Trustee and the related Certificateholders all claims under any insurance policies and take such actions (including the negotiation, settlement, compromise or enforcement of the insured’s claim) as shall be necessary to realize recovery under such policies. Any proceeds disbursed to the Master Servicer (or disbursed to a Servicer and remitted to the Master Servicer) in respect of such policies, bonds or contracts shall be promptly deposited in the Distribution Account upon receipt, except that any amounts realized that are to be applied to the repair or restoration of the related Mortgaged Property as a condition precedent to the presentation of claims on the related Loan to the insurer under any applicable insurance policy need not be so deposited (or remitted).

Section 3.11   Maintenance of the Primary Mortgage Insurance Policies .

(a)   The Master Servicer shall not take, or permit any Servicer (to the extent such action is prohibited under the applicable Servicing Agreement) to take, any action that would result in noncoverage under any primary mortgage insurance policy or any loss which, but for the actions of such Master Servicer or Servicer, would have been covered thereunder. The Master Servicer shall use its best reasonable efforts to cause each Servicer (to the extent required under the related Servicing Agreement) to keep in force and effect (to the extent that the Loan requires the Mortgagor to maintain such insurance) primary mortgage insurance applicable to each Loan in accordance with the provisions of this Agreement and the related Servicing Agreement, as applicable. The Master Servicer shall not, and shall not permit any Servicer (to the extent required under the related Servicing Agreement) to, cancel or refuse to renew any primary mortgage insurance policy that is in effect at the date of the initial issuance of the Mortgage Note and is required to be kept in force hereunder except in accordance with the provisions of this Agreement and the related Servicing Agreement, as applicable.

(b)   The Master Servicer agrees to cause each Servicer (to the extent required under the related Servicing Agreement) to present, on behalf of the Trustee and the related Certificateholders, claims to the insurer under any primary mortgage insurance policies and, in this regard, to take such reasonable action as shall be necessary to permit recovery under any primary mortgage insurance policies respecting defaulted Loans. Pursuant to Sections 3.22 and 3.23, any amounts collected by the Master Servicer or any Servicer under any primary mortgage insurance policies shall be deposited by the related Servicer in its Protected Account or by the Master Servicer in the Distribution Account, subject to withdrawal pursuant to Section 3.22 or 3.24, as applicable.

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

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

Section 3.14   Compensation for the Master Servicer .

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

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

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Section 3.15   REO Property .

(a)   In the event the Trust Fund acquires ownership of any REO Property in respect of any related Loan, the deed or certificate of sale shall be issued to the Trustee, or to its nominee, on behalf of the related Certificateholders. The Master Servicer shall, to the extent provided in the applicable Servicing Agreement, cause the applicable Servicer to sell any REO Property as expeditiously as possible and in accordance with the provisions of this Agreement and the related Servicing Agreement, as applicable. Further, the Master Servicer shall, to the extent provided in the related Servicing Agreement, cause the applicable Servicer to sell any REO Property prior to three years after the end of the calendar year of its acquisition by REMIC I, unless (i) the Trustee and the Securities Administrator shall have been supplied with an Opinion of Counsel to the effect that the holding by the Trust Fund of such REO Property subsequent to such three-year period will not result in the imposition of taxes on "prohibited transactions" of any REMIC hereunder as defined in Section 860F of the Code or cause any REMIC hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel) or (ii) the applicable Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable extension period. The Master Servicer shall cause the applicable Servicer (to the extent provided in the related Servicing Agreement) to protect and conserve, such REO Property in the manner and to the extent required by the applicable Servicing Agreement, in accordance with the REMIC Provisions and in a manner that does not result in a tax on "net income from foreclosure property" or cause such REO Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code.

(b)   The Master Servicer shall, to the extent required by the related Servicing Agreement, cause the applicable Servicer to deposit all funds collected and received in connection with the operation of any REO Property in the Protected Account.

(c)   The Master Servicer or the related Servicer, as applicable, upon the final disposition of any REO Property, shall be entitled to reimbursement for any related unreimbursed Advances and other unreimbursed advances as well as any unpaid Servicing Fees from Liquidation Proceeds received in connection with the final disposition of such REO Property; provided, that any such unreimbursed Advances as well as any unpaid Servicing Fees may be reimbursed or paid, as the case may be, prior to final disposition, out of any net rental income or other net amounts derived from such REO Property.

(d)   To the extent provided in the related Servicing Agreement, the Liquidation Proceeds from the final disposition of the REO Property, net of any payment to the Master Servicer or the applicable Servicer as provided above shall be deposited in the Protected Account on or prior to the Determination Date in the month following receipt thereof and be remitted by wire transfer in immediately available funds to the Master Servicer for deposit into the Distribution Account on the next succeeding Remittance Date.

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Section 3.16   Annual Statement as to Compliance .

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

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

(c)   Failure of the Master Servicer to comply timely with this Section 3.16 shall be deemed a Master Servicer Event of Default, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.

Section 3.17   Assessments of Compliance and Attestation Reports .

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

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

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

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

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

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

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

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

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

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

(f)   Failure of the Master Servicer to comply timely with this Section 3.17 shall be deemed a Master Servicer Event of Default, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.

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Section 3.18   Reports Filed with Securities and Exchange Commission .

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(c)   The Master Servicer shall indemnify and hold harmless the Depositor, the Trustee and their respective officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Master Servicer’s obligations under this Section 3.18 or the Master Servicer’s negligence, bad faith or willful misconduct in connection therewith.

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

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

Section 3.19   Intention of the Parties and Interpretation . Each of the parties acknowledges and agrees that the purpose of Sections 3.16, 3.17 and 3.18 of this Agreement is to facilitate compliance by the Sponsor and the Depositor with the provisions of Regulation AB promulgated by the SEC under the Exchange Act (17 C.F.R. §§ 229.1100 - 229.1123), as such may be amended from time to time and subject to clarification and interpretive advice as may be issued by the staff of the SEC from time to time. Therefore, each of the parties agrees that (a) the obligations of the parties hereunder shall be interpreted in such a manner as to accomplish that purpose, (b) the parties’ obligations hereunder will be supplemented and modified as necessary to be consistent with any such amendments, interpretive advice or guidance, convention or consensus among active participants in the asset-backed securities markets, advice of counsel, or otherwise in respect of the requirements of Regulation AB, (c) the parties shall comply with requests made by the Sponsor or the Depositor for delivery of additional or different information as the Sponsor or the Depositor may determine in good faith is necessary to comply with the provisions of Regulation AB, and (d) no amendment of this Agreement shall be required to effect any such changes in the parties’ obligations as are necessary to accommodate evolving interpretations of the provisions of Regulation AB.

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

Section 3.21   Reserved .

Section 3.22   Protected Accounts .

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

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(b)   To the extent provided in the related Servicing Agreement, amounts on deposit in a Protected Account may be invested in Eligible Investments in the name of the Trustee for the benefit of Certificateholders and, except as provided in the preceding paragraph, not commingled with any other funds, such Eligible Investments to mature, or to be subject to redemption or withdrawal, no later than the date on which such funds are required to be withdrawn for deposit in the Distribution Account, and shall be held until required for such deposit. The income earned from Eligible Investments made pursuant to this Section 3.22 shall be paid to the related Servicer under the applicable Servicing Agreement, and amount required to be distributed to the Certificateholders resulting from the loss of monies on such investments shall be borne by and be the risk of the related Servicer. The related Servicer (to the extent provided in the Servicing Agreement) shall deposit the amount of any such loss in the Protected Account within two (2) Business Days of receipt of notification of such loss but not later than the second Business Day prior to the Distribution Date on which the moneys so invested are required to be remitted to the Master Servicer or the Securities Administrator.

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

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

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

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

(d)   Withdrawals may be made from a Protected Account or the Distribution Account only to make remittances as provided in Sections 3.22(c), 3.23 and 3.24 or as otherwise provided in the Servicing Agreements, to reimburse the Master Servicer or a Servicer for Advances which have been recovered by subsequent collection from the related Mortgagor, to remove amounts deposited in error; to remove fees, charges or other such amounts deposited on a temporary basis, or to clear and terminate the account at the termination of this Agreement in accordance with Section 9.1. As provided in Sections 3.22(c) and 3.23(b) or as otherwise provided in the Servicing Agreements certain amounts otherwise due to the Servicers may be retained by them and need not be deposited in the Distribution Account.

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Section 3.23   Distribution Account .

(a)   The Securities Administrator shall establish and maintain, a Distribution Account with respect to the Loans as a segregated trust account or accounts. The Master Servicer shall deposit in the Distribution Account as identified by the Master Servicer and as received by the Master Servicer, the following amounts with respect to the related Loans for the benefit of the related Certificateholders:

(i)   Any amounts withdrawn from a Protected Account;

(ii)   Any Advance and any amounts in respect of Prepayment Interest Shortfalls or Curtailment Shortfalls;

(iii)   Any Insurance Proceeds, Liquidation Proceeds or Subsequent Recoveries received by or on behalf of the Master Servicer;

(iv)   The Purchase Price with respect to any Loans purchased by Sponsor [or AHMC] pursuant to Section 2.3 and all proceeds of any Loans or property acquired with respect thereto purchased by the Master Servicer pursuant to Section 9.1;

(v)   Any amounts required to be deposited by the Master Servicer or any Servicer with respect to losses on investments of deposits in an Account; and

(vi)   Any other amounts received by or on behalf of the Master Servicer and required to be deposited in the Distribution Account pursuant to this Agreement.

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

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(c)   The Distribution Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator and held by the Securities Administrator in trust in its Corporate Trust Office, and the Distribution Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Securities Administrator (whether made directly, or indirectly through a liquidator or receiver of the Securities Administrator). The amount at any time credited to the Distribution Account shall be invested in the name of the Master Servicer, in such Eligible Investments selected by the Master Servicer or deposited in demand deposits with such depository institutions as selected by the Master Servicer, provided that time deposits of such depository institutions would be an Eligible Investment. All Eligible Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the Distribution Date following the date of the investment of such funds (the "Investment Withdrawal Distribution Date") if the obligor for such Eligible Investment is the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Investment Withdrawal Distribution Date. All investment earnings on amounts on deposit in the Distribution Account from time to time shall be for the account of the Master Servicer. The Master Servicer shall be permitted to receive distribution of any and all investment earnings from the Distribution Account on each Distribution Date. If there is any loss on an Eligible Investment or demand deposit, the Master Servicer shall deposit such amount in the Distribution Account. With respect to the Distribution Account and the funds deposited therein, the Securities Administrator shall take such action as may be necessary to ensure that the related Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Securities Administrator) as provided by 12 U.S.C. § 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporations.

Section 3.24   Permitted Withdrawals and Transfers from the Distribution Account .

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

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

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

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(iii)   to reimburse the Master Servicer or any Servicer from Insurance Proceeds relating to a particular Loan for insured expenses incurred with respect to such Loan and to reimburse the Master Servicer or such Servicer from Liquidation Proceeds from a particular Loan for Liquidation Expenses incurred with respect to such Loan;

(iv)   to pay the Master Servicer or any Servicer, as appropriate, from Liquidation Proceeds or Insurance Proceeds received in connection with the liquidation of any Loan, the amount which the Master Servicer or such Servicer would have been entitled to receive under subclause (vii) of this Subsection (a) as servicing compensation on account of each defaulted scheduled payment on such Loan if paid in a timely manner by the related Mortgagor;

(v)   to pay the Master Servicer or any Servicer from the Purchase Price for any Loan, the amount which the Master Servicer or such Servicer would have been entitled to receive under subclause (vii) of this Subsection (a) as servicing compensation;

(vi)   to reimburse the Master Servicer or any Servicer for any Nonrecoverable Advance, after a Realized Loss has been allocated with respect to the related Loan if the Advance or Servicing Advance has not been reimbursed pursuant to clause (i);

(vii)   to pay the Master Servicing Compensation to the Master Servicer, the Servicing Fee to the Servicers (to the extent such Servicing Fee was not retained by a Servicer pursuant to the related Servicing Agreement), the Credit Risk Management Fee to the Credit Risk Manager for such Distribution Date and to reimburse the Master Servicer for expenses, costs and liabilities incurred by and reimbursable to it pursuant to Sections 3.3, 6.3, 8.5 and 10.1.

(viii)   to reimburse or pay any Servicer any such amounts as are due thereto under the applicable Servicing Agreement and have not been retained by or paid to such Servicer, to the extent provided in the related Servicing Agreement;

(ix)   to reimburse the Trustee, the Custodians and the Securities Administrator for expenses, costs and liabilities, if any, incurred by or reimbursable to such parties pursuant to this Agreement or the Custodial Agreements;

(x)   to remove amounts deposited in error; and

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

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(b)   The Master Servicer shall keep and maintain separate accounting, on a Loan by Loan basis, for the purpose of accounting for any reimbursement from the Distribution Account pursuant to subclauses (i) through (vi), inclusive, or with respect to any such amounts which would have been covered by such subclauses had the amounts not been retained by the Master Servicer without being deposited in the Distribution Account under Section 3.23(b).

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

Section 3.25   Class [___] Reserve Fund .

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

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

(c)   The Reserve Fund constitutes an "outside reserve fund" within the meaning of Treasury Regulation § 1.860G-2(h) and is not an asset of any REMIC. For federal and state income tax purposes, Sponsor will be deemed to be the owner of each Reserve Fund. Upon the termination of the Trust Fund, or the payment in full of the Certificates, all amounts remaining on deposit in the Class [__] Reserve Fund will be released by the Trust Fund and distributed to Sponsor or its designees. The Class [__] Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class [__] Certificates of Basis Risk Carryover Amounts will not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860(G)(a)(1).

(d)   Sponsor hereby agrees that the Securities Administrator will deposit into the Class [__] Reserve Fund the amounts described above on each Distribution Date. Sponsor further agrees that its agreement to such action by the Securities Administrator is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.

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(e)   The Securities Administrator shall direct any depository institution maintaining the Class [__] Reserve Fund to invest the funds in such account in one or more Eligible Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Securities Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Securities Administrator or an Affiliate manages or advises such investment. All income and gain earned upon such investment shall be deposited into the Class [__] Reserve Fund. In no event shall the Securities Administrator be liable for any investments made pursuant to this clause (e).

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

Section 3.26   [Pre-Funding Account .

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

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

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

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

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

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

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

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

Section 3.27   [Capitalized Interest Account .

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

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

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

Section 3.28   Prepayment Penalty Verification .

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

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

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ARTICLE IV

PAYMENTS TO CERTIFICATEHOLDERS; ADVANCES;

STATEMENTS AND REPORTS

Section 4.1   Distributions to Certificateholders .

On each Distribution Date, the Securities Administrator, to the extent on deposit therein and based solely upon the Remittance Report for such Distribution Date, shall withdraw from the Distribution Account the Group I Available Distribution Amount and Group II Available Distribution Amount for such Distribution Date and distribute to each related Certificateholder, by wire transfer in immediately available funds for the account of the Certificateholder or by any other means of payment acceptable to each Certificateholder of record on the immediately preceding Record Date (other than as provided in Section 9.1 respecting the final distribution) as specified by each such Certificateholder and at the address of such Holder appearing in the Certificate Register, from the amount so withdrawn and to the extent of the Group I Available Distribution Amount and Group II Available Distribution Amount, as applicable, such Certificateholder’s Percentage Interest of the following amounts and in following order and priority:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Section 4.2   Allocation Realized Losses .

(a)   Prior to each Distribution Date, the Master Servicer, based solely on the information provided by the related Servicer, shall determine the amount of Realized Losses, if any, with respect to each Loan.

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

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Group II Discount Loan, the Group II Discount Fraction of such loss will first be allocated to the Class [___] Certificates and the remainder of such loss will be allocated as described above in clause (i)(b)(2); and (ii) for losses allocable to interest, (a) first, sequentially, to the Class [___], Class [___], Class [___], Class [___], Class [___] and Class [___] Certificates, in that order, in reduction of accrued but unpaid interest thereon until the amount of interest accrued on such Certificate on such Distribution Date has been reduced to zero, and then in reduction of the Certificate Principal Balance of such Certificate until the Certificate Principal Balance thereof has been reduced to zero, and (b) second, to the Senior Certificates relating to the Loan Group for which such Realized Losses were incurred, by Pro Rata Allocation, in reduction of accrued but unpaid interest thereon until the amount of interest accrued on such Certificate has been reduced to zero and then with respect to the Senior Certificates (other than the Class [___], Class [___], Class [___], Class [___] and Class [___] Certificates), in reduction of the Certificate Principal Balance of each such Certificate until the agg