POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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DEUTSCHE ALT-A SECURITIES, INC. | WELLS FARGO BANK, NATIONAL ASSOCIATION

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 11/14/2005

EXHIBIT 4.1

DEUTSCHE ALT-A SECURITIES, INC.

Depositor

and

WELLS FARGO BANK, NATIONAL ASSOCIATION

Master Servicer and Securities Administrator

and

HSBC BANK USA, NATIONAL ASSOCIATION

Trustee

________________________

POOLING AND SERVICING AGREEMENT

Dated as of July 1, 2005

________________________

Mortgage Pass-Through Certificates

Series 2005-AR1

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS

Section 1.1

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

Section 1.2

Allocation of Certain Interest Shortfall.

ARTICLE II

CONVEYANCE OF TRUST FUND; ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.1

Conveyance of Trust Fund

Section 2.2

Acceptance by Trustee

Section 2.3

Repurchase or Substitution of Loans.

Section 2.4

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

Section 2.5

Representations and Warranties of the Master Servicer

Section 2.6

Conveyance of Subsequent Loans.

Section 2.7

Establishment of the Trust.

ARTICLE III

ADMINISTRATION AND SERVICING OF THE LOANS; ACCOUNTS

Section 3.1

Master Servicer

Section 3.2

REMIC-Related Covenants

Section 3.3

Monitoring of Servicers

Section 3.4

Fidelity Bond

Section 3.5

Power to Act; Procedures

Section 3.6

Due-on-Sale Clauses; Assumption Agreements

Section 3.7

Release of Mortgage Files.

Section 3.8

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

Section 3.9

Standard Hazard Insurance and Flood Insurance Policies.

Section 3.10

Presentment of Claims and Collection of Proceeds

Section 3.11

Maintenance of the Primary Mortgage Insurance Policies.

Section 3.12

Trustee to Retain Possession of Certain Insurance Policies and Documents.

Section 3.13

Realization Upon Defaulted Loans

Section 3.14

Compensation for the Master Servicer.

Section 3.15

REO Property.

Section 3.16

Annual Officer’s Certificate as to Compliance.

Section 3.17

Annual Independent Accountant’s Servicing Report

Section 3.18

Reports Filed with Securities and Exchange Commission.

Section 3.19

UCC

Section 3.20

Obligation of the Master Servicer in Respect of Compensating Interest

Section 3.21

Reserved.

Section 3.22

Protected Accounts.

Section 3.23

Distribution Account.

Section 3.24

Permitted Withdrawals and Transfers from the Distribution Account.

Section 3.25

Reserve Fund.

Section 3.26

Pre-Funding Account.

Section 3.27

Capitalized Interest Account.

Section 3.28

Prepayment Penalty Verification.

ARTICLE IV

PAYMENTS TO CERTIFICATEHOLDERS; ADVANCES; STATEMENTS AND REPORTS

Section 4.1

Distributions to Certificateholders.

Section 4.2

Allocation Realized Losses.

Section 4.3

Reduction of Certificate Principal Balances on the Certificates.

Section 4.4

Compliance with Withholding Requirements.

Section 4.5

Distributions on the REMIC Regular Interests.

Section 4.6

Statements to Certificateholders.

Section 4.7

Advances.

ARTICLE V

THE CERTIFICATES

Section 5.1

The Certificates.

Section 5.2

Registration of Transfer and Exchange of Certificates.

Section 5.3

Mutilated, Destroyed, Lost or Stolen Certificates.

Section 5.4

Persons Deemed Owners.

Section 5.5

Certain Available Information.

ARTICLE VI

THE DEPOSITOR AND THE MASTER SERVICER

Section 6.1

Liability of the Depositor and the Master Servicer.

Section 6.2

Merger or Consolidation of the Depositor or the Master Servicer.

Section 6.3

Limitation on Liability of the Depositor, the Master Servicer, the Servicers, the Securities Administrator and Others.

Section 6.4

Limitation on Resignation of the Master Servicer.

Section 6.5

Assignment of Master Servicing.

Section 6.6

Rights of the Depositor in Respect of the Master Servicer.

Section 6.7

Transfer of Servicing by Seller of the Loans Serviced by GMAC.

ARTICLE VII

DEFAULT

Section 7.1

Master Servicer Events of Default.

Section 7.2

Trustee to Act; Appointment of Successor.

Section 7.3

Notification to Certificateholders.

Section 7.4

Waiver of Master Servicer Events of Default.

ARTICLE VIII

CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

Section 8.1

Duties of Trustee and Securities Administrator.

Section 8.2

Certain Matters Affecting Trustee and Securities Administrator.

Section 8.3

Trustee and Securities Administrator not Liable for Certificates or Loans.

Section 8.4

Trustee, Master Servicer and Securities Administrator May Own Certificates.

Section 8.5

Fees and Expenses of Trustee and Securities Administrator.

Section 8.6

Eligibility Requirements for Trustee and Securities Administrator.

Section 8.7

Resignation and Removal of Trustee and Securities Administrator.

Section 8.8

Successor Trustee or Securities Administrator.

Section 8.9

Merger or Consolidation of Trustee or Securities Administrator.

Section 8.10

Appointment of Co-Trustee or Separate Trustee.

Section 8.11

Appointment of Office or Agency.

Section 8.12

Representations and Warranties of the Trustee.

ARTICLE IX

TERMINATION

Section 9.1

Termination Upon Purchase or Liquidation of the Loans.

Section 9.2

Additional Termination Requirements.

ARTICLE X

REMIC PROVISIONS

Section 10.1

REMIC Administration.

Section 10.2

Prohibited Transactions and Activities.

Section 10.3

Indemnification.

ARTICLE XI

MISCELLANEOUS PROVISIONS

Section 11.1

Amendment

Section 11.2

Recordation of Agreement; Counterparts

Section 11.3

Limitation on Rights of Certificateholders

Section 11.4

Governing Law

Section 11.5

Notices

Section 11.6

Severability of Provisions.

Section 11.7

Notice to Rating Agencies.

Section 11.8

Article and Section References.

Section 11.9

Grant of Security Interest.

EXHIBITS

Exhibit A-1

Form of Class I-A-[1][2] Certificates

Exhibit A-2

Form of Class II-A-[1][2][3] Certificates

Exhibit A-3

Form of Class [I][II]-A-IO Certificates

Exhibit A-4

Form of Class M Certificates

Exhibit A-5

Form of Class B-[1][2] Certificates

Exhibit A-6

Form of Class B-[3][4][5] Certificates

Exhibit A-7

Form of Class R Certificates

Exhibit B-1

Form of Rule 144A Investment Letter

Exhibit B-2

Form of Investment Letter (Non-Rule 144A)

Exhibit B-3

Form of Regulation S Transfer Certificate

Exhibit B-4

Form of Clearing System Certificate

Exhibit C

Form of Transfer Affidavit

Exhibit D

Form of Addition Notice

Exhibit E

Form of Subsequent Transfer Instrument

Schedule One	-	Loan Schedule
Schedule Two	-	Prepayment Charge Schedule
Schedule Three	-	Identified Subsequent Loans

This Pooling and Servicing Agreement, dated and effective as of July 1, 2005 (this “Agreement”), is executed by and among Deutsche Alt-A Securities, Inc., as depositor (the “Depositor”), Wells Fargo Bank, National Association, as master servicer (the “Master Servicer”) and securities administrator (the “Securities Administrator”), and HSBC Bank USA, National Association, as trustee (the “Trustee”). Capitalized terms used in this Agreement and not otherwise defined have the meanings ascribed to such terms in Article I hereof.

PRELIMINARY STATEMENT

The Depositor at the Closing Date is the owner of the Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. The Trust Fund will consist of a segregated pool of assets comprised of the Loans, 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, have been offered for sale pursuant to a Prospectus, dated January 28, 2005, and a Prospectus Supplement, dated July 27, 2005 of the Depositor (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated July 29, 2005. 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.

REMIC I Regular Interest Designation	Uncertificated REMIC I Pass-Through Rate	Initial Uncertificated Principal Balance		Latest Possible Maturity Date(1)
LT-1PF	(2)	$	9,446,129.07	August 25, 2035
LT-1B	(2)	$	311,747,679.85	August 25, 2035
LT-2PF	(2)	$	35,802,511.27	August 25, 2035
LT-2B	(2)	$	70,381,461.32	August 25, 2035
LT-R	(2)	$	100.00	August 25, 2035

_________________

(1)	For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the latest possible maturity date for the Loans has been designated as the “latest possible maturity date” for each REMIC I Regular Interest.
(2)	Calculated in accordance with the definition of “Uncertificated REMIC I Pass-Through Rate” herein.

REMIC II

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.” The REMIC II Regular Interests will be the “regular interests” in REMIC II and Component R-2 of the Class R Certificates will represent the sole Class of “residual interests” in REMIC II 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 II 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 II Regular Interests. None of the REMIC II Regular Interests will be certificated.

REMIC II Regular Interest Designation	Uncertificated REMIC II Pass-Through Rate	Initial Uncertificated Principal Balance		Latest Possible Maturity Date(1)
LT-1SUB	(2)	$	24,892.01	August 25, 2035
LT-1GRP	(2)	$	321,193.81	August 25, 2035
LT-2SUB	(2)	$	8,228.97	August 25, 2035
LT-2GRP	(2)	$	106,183.97	August 25, 2035
LT-ZZZ	(2)	$	426,917,281.95	August 25, 2035
LT-R	(2)	$	100.00	August 25, 2035

________________

(1)	For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the latest possible maturity date for the Loans has been designated as the “latest possible maturity date” for each REMIC II Regular Interest.
(2)	Calculated in accordance with the definition of “Uncertificated REMIC II Pass-Through Rate” herein.

REMIC III

As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets shall be designated as “REMIC III”. The REMIC II Regular Interests will be the “regular interests” in REMIC III and Component R-3 of the Class R Certificates will represent the sole Class of “residual interests” in REMIC III 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 III 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 III Regular Interests. None of the REMIC III Regular Interests will be certificated.

REMIC III Regular Interest Designation	Uncertificated REMIC III Pass-Through Rate	Initial Uncertificated Principal Balance		Latest Possible Maturity Date(1)
LT-IA1	(2)	$	237,041,000.00	August 25, 2035
LT-IA2	(2)	$	59,260,000.00	August 25, 2035
LT-IIA1	(2)	$	62,742,000.00	August 25, 2035
LT-IIA2	(2)	$	12,558,000.00	August 25, 2035
LT-IIA3	(2)	$	22,655,000.00	August 25, 2035
LT-M	(2)	$	15,599,000.00	August 25, 2035
LT-B1	(2)	$	6,410,000.00	August 25, 2035
LT-B2	(2)	$	3,632,000.00	August 25, 2035
LT-B3	(2)	$	2,564,000.00	August 25, 2035
LT-B4	(2)	$	2,991,000.00	August 25, 2035
LT-B5	(2)	$	1,925,781.51	August 25, 2035
LT-R	(2)	$	100.00	August 25, 2035

_______________

(1)	For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the latest possible maturity date for the Loans has been designated as the “latest possible maturity date” for each REMIC III Regular Interest.
(2)	Calculated in accordance with the definition of “Uncertificated REMIC III Pass-Through Rate” herein.

REMIC IV

As provided herein, the Trustee will make an election to treat the segregated pool of assets consisting of the REMIC III Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC IV”. Component R-4 of the Class R Certificates shall represent the sole Class of “residual interests” in REMIC IV for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designations, the Initial Pass-Through Rate and initial aggregate Certificate Principal Balance for each Class of Certificates which, together with Component R-4, constitute the entire beneficial interests in REMIC IV. 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:

Class Designation	Initial aggregate Certificate Principal Balance or Notional Amount		Initial Pass-Through Rate	Latest Possible Maturity Date(1)
I-A-1	$	237,041,000	One-Month LIBOR +0. 31%	August 25, 2035
I-A-2	$	59,260,000	One-Month LIBOR +0. 37%	August 25, 2035
I-A-IO	$	296,301,000	(2)	August 25, 2035
II-A-1	$	62,742,000	(3)	August 25, 2035
II-A-2	$	12,558,000	(3)	August 25, 2035
II-A-3	$	22,655,000	(3)	August 25, 2035
II-A-IO	$	97,955,000	(4)	August 25, 2035
R	$	100.00	(5)	August 25, 2035
M	$	15,599,000	(6)	August 25, 2035
B-1	$	6,410,000	(6)	August 25, 2035
B-2	$	3,632,000	(6)	August 25, 2035
B-3	$	2,564,000	(6)	August 25, 2035
B-4	$	2,991,000	(6)	August 25, 2035
B-5	$	1,925,782	(6)	August 25, 2035

___________________

(1)

The Distribution Date in the month after the maturity date for the latest maturing Loan. For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month following the maturity date for the loan with the latest maturity date has been designated as the “latest possible maturity date” for each Class of Certificates.

(2)

The Class I-A-IO Certificates will accrue interest at the Pass-Through Rate on the Notional Amount of the Class I-A-IO Certificates calculated in accordance with the definition of “Notional Amount” herein. The Class I-A-IO Certificates will not be entitled to distributions in respect of principal. For federal income tax purposes, the Class I-A-IO Certificates represent ownership of two components which are regular interests in REMIC IV: the Class I-A-IO-1 Component and the Class I-A-IO-2 Component. The Class I-A-IO-1 Component is an interest only component and has a notional amount calculated in accordance with the definition of “Notional Amount” herein. The Class I-A-IO-2 Component is an interest only component and has a notional amount calculated in accordance with the definition of “Notional Amount” herein.

(3)

Calculated in accordance with the definition of “Pass-Through Rate” herein. The Pass-Through Rate for the Class II-A-1 Certificates, Class II-A-2 Certificates and Class II-A-3 Certificates for the first Interest Accrual Period is 5.0200%, 5.0900% and 5.0450%, respectively.

(4)	The Class II-A-IO Certificates will accrue interest at the Pass-Through Rate on the Notional Amount of the Class II-A-IO Certificates calculated in accordance with the definition of “Notional Amount” herein. The Class II-A-IO Certificates will not be entitled to distributions in respect of principal. For federal income tax purposes, the Class II-A-IO Certificates represent ownership of three components which are regular interests in REMIC IV: the Class II-A-IO-1 Component, Class II-A-IO-2 Component and Class II-A-IO-3 Component. The Class II-A-IO-1 Component is an interest only component and has a notional amount calculated in accordance with the definition of “Notional Amount” herein. The Class II-A-IO-2 Component is an interest only component and has a notional amount calculated in accordance with the definition of “Notional Amount” herein. The Class II-A-IO-3 Component is an interest only component and has a notional amount calculated in accordance with the definition of “Notional Amount” herein.
(5)	The Class R Certificates will accrue interest at a per annum rate equal to the weighted average of the net mortgage rates of the Group I Loans. The Pass-Through Rate for the first Interest Accrual Period is 4.6679%.
(6)	Calculated in accordance with the definition of “Pass-Through Rate” herein. The subordinate pass-through rate for the first Interest Accrual Period is 4.9302%.

W I T N E S S E T H

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

ARTICLE I

DEFINITIONS

Section 1.1 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.

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

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 pursuant to Section 4.7.

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.

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 I-A-IO Certificates and Class II-A-IO 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.

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 over the aggregate Certificate Principal Balance of the Senior Certificates (other than the Class I-A-IO Certificates and Class II-A-IO 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.

Anniversary : Each anniversary of the Cut-Off Date.

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

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

Assignment Agreements : Shall mean (i) the Assignment, Assumption and Recognition Agreement, dated as of July 29, 2005, among the Seller, 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 July 29, 2005, among the Seller, the Depositor and IndyMac Bank pursuant to which the IndyMac Bank Servicing Agreement was assigned to the Depositor, (iii) the Assignment, Assumption and Recognition Agreement, dated as of July 29, 2005, among the Seller, the Depositor and GreenPoint, pursuant to which the GreenPoint Servicing Agreement was assigned to the Depositor, (iv) the Assignment, Assumption and Recognition Agreement, dated as of July 29, 2005, among the Seller, the Depositor and GMAC, pursuant to which the GMAC Servicing Agreement was assigned to the Depositor, and (v) the Assignment, Assumption and Recognition Agreement, dated as of July 29, 2005, among the Seller, the Depositor and Pinnacle Financial, pursuant to which the Pinnacle Financial Servicing Agreement was assigned to the Depositor.

Authorized Denomination : With respect to the Certificates (other than the Residual Certificates), a minimum initial Certificate Principal Balance or Notional Amount of $25,000 each and integral multiples of $1 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, approximately $168,482.34. 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.

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

Book-Entry Certificates : The Class I-A-1, Class I-A-2, Class I-A-IO, Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-IO, Class M, Class B-1 and Class B-2 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 I-A-1 Certificates and Class I-A-2 Certificates.

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

Capitalized Interest Requirement : On the Closing Date, approximately $212,681.31.

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 and A-7 hereto.

Certificate Principal Balance : The Certificate Principal Balance with respect to any Senior Certificate (other than the Class I-A-IO Certificates and Class II-A-IO 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 I-A-IO Certificates and Class II-A-IO 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.

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, the Seller or the Master Servicer in determining whether a Certificate is held by an Affiliate thereof. All references herein to “Holders” or “Certificateholders” shall reflect the rights of Certificate Owners as they may indirectly exercise such rights through the Depository and participating members thereof, except as otherwise specified herein; provided, however, that the Trustee or the Securities Administrator shall be required to recognize as a “Holder” or “Certificateholder” only the Person in whose name a Certificate is registered in the Certificate Register.

Certificate Owner : With respect to a Book-Entry Certificate 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.

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 and A-7, as applicable.

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

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 : July 29, 2005.

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 sum of (x) the

aggregate Certificate Principal Balance of the related Senior Certificates (other than the Class I-A-IO Certificates and Class II-A-IO 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 National City, the aggregate Prepayment Interest Shortfalls and Curtailment Shortfalls for such Loans for such Distribution Date and (b) with respect to the Loans serviced by GreenPoint, GMAC, Pinnacle Financial and IndyMac Bank, the lesser of (i) the aggregate Prepayment Interest Shortfalls and Curtailment Shortfalls for such Loans for such Distribution Date and (ii) the aggregate Servicing Fee payable to such Servicer for the related Due Period; provided that GMAC shall only be required to pay compensating interest on Prepayment Interest Shortfalls during the portion of GMAC’s Prepayment Period occurring from the 16 ^th day of the month preceding the month in which the related Distribution Date occurs through the last day of the month preceding the month in which the related Distribution Date occurs.

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

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

Component R-3 : The uncertificated residual interest in REMIC III.

Component R-4 : The uncertificated residual interest in REMIC IV.

Corporate Trust Office : The principal corporate trust office of the Trustee or the Securities Administrator, as the case may be, at which at any particular time its corporate trust business in connection with this Agreement shall be administered, which office at the date of the execution of this instrument is located at (i) with respect to the Trustee, HSBC Bank USA, National Association, 452 Fifth Avenue, New York, New York 10018, or at such other address as the Trustee may designate from time to time by notice to the Certificateholders, the Depositor, the Master Servicer and the Securities Administrator, or (ii) with respect to the Securities Administrator, (A) for Certificate transfer and surrender purposes, Wells Fargo Bank, National Association, Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: DBALT 2005-AR1 and (B) for all other purposes, Wells Fargo Bank, National Association, 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: DBALT 2005-AR1, or at such other address as the Securities Administrator may designate from time to time by notice to the Certificateholders, the Depositor, the Master Servicer and the Trustee.

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

REMIC II Regular Interest	Class
REMIC III Regular Interest LT-IA1	I-A-1
REMIC III Regular Interest LT-IA2	I-A-2
REMIC III Regular Interest LT- IIA1	II-A-1
REMIC III Regular Interest LT- IIA2	II-A-2
REMIC III Regular Interest LT- IIA3	II-A-3

REMIC III Regular Interest LT-M	M
REMIC III Regular Interest LT-B1	B-1
REMIC III Regular Interest LT-B2	B-2
REMIC III Regular Interest LT-B3	B-3
REMIC III Regular Interest LT-B4	B-4
REMIC III Regular Interest LT-B5	B-5
REMIC III Regular Interest LT-R	R

Credit Support Depletion Date : The Distribution Date on which the aggregate Certificate Principal Balance of the Subordinate Certificates have 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 (other than the Class I-A-IO Certificates and Class II-A-IO Certificates) have been reduced to zero and (ii) either (a) the Subordinate Percentage of a Loan Group is less than 200% times the initial 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 Aggregate Subordinate Amount, 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 Wells Fargo or DBNT or any other custodian appointed under any custodial agreement entered into after the date of this Agreement.

Cut-Off Date : July 1, 2005; except that with respect to each Substitute Loan, the Cut-Off Date shall be the date of substitution.

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

DBNT Custodial Agreement : The Custodial Agreement dated as of July 1, 2005, among the Trustee, DBNT and IndyMac Bank, 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 Alt-A Securities, Inc., a Delaware corporation, or its successor-in-interest.

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

Depository 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 15 ^th day of the month or if such day is not a Business Day, the Business Day immediately following such fifteenth 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 Fargo Bank, National Association, as Securities Administrator, in trust for registered holders of Deutsche Alt-A Securities, Inc. Mortgage Loan Trust, Series 2005-AR1.” 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.

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 August 25, 2005.

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, 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);

(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;

(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.

Fraud Coverage: As of the Cut-Off Date, will be $8,547,558. As of any date of determination after the Cut-Off Date, the Fraud Coverage will generally be equal to:

(1)

on and after the second Anniversary to and including the fifth Anniversary, an amount equal to:

(a)

1.00% of the aggregate Principal Balance of the Loans as of the Cut-Off Date, minus

(b)

the aggregate amounts allocated to the Certificates with respect to Fraud Losses on the Loans up to such date of determination; and

(2)

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 Servicing Agreement : The Servicing Agreement, to be dated as of August 5, 2005 between the Seller 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 January 1, 2005, between the Seller and GreenPoint (as modified pursuant to the related Assignment Agreement).

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

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:

(1)

the total amount of all cash received by or on behalf of each Servicer with respect to the Group I Loans by the Determination Date for such Distribution Date and not previously distributed (including Liquidation Proceeds, Insurance Proceeds, condemnation proceeds and Subsequent Recoveries) and with respect to any Distribution Date during the Pre-Funding Period, any related Capitalized Interest Requirement for such Distribution Date, and with respect to any Distribution Date immediately following the termination of the Pre-Funding Period, any Remaining Pre-Funded Amount (exclusive of any investment income therein), except:

(a)

all scheduled payments of principal and interest collected on the Group I Loans but due on a date after the related Due Date;

(b)

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

(c)

all Payoffs received with respect to the Group I Loans after the related Prepayment Period, together with all interest paid by the

Mortgagors in connection with such Payoffs;

(d)

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

(e)

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

(f)

reinvestment income on the balance of funds, if any, in the Protected Accounts, the Distribution Account or the Pre-Funding Account;

(g)

any fees payable to the Master Servicer (including any Master Servicing Fees) and the Servicers with respect to the Group I Loans, and any premiums payable in connection with any lender paid primary mortgage insurance policies maintained on the Group I Loans; and

(h)

all Prepayment Charges received in connection with the Group I Loans;

(2)

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

(3)

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

(4)

the total amount of any cash deposited in the Distribution Account in connection with the repurchase of any Group I Loan by the Depositor or the Seller; and

(5)

the total amount of any cash related to the Group I Loans deposited in the Distribution Account in connection with an optional termination of the Trust Fund.

Group I Capitalized Interest Sub-Account : The sub-account of the Capitalized Interest Account into which the Original Group I Capitalized Interest Amount will be deemed to have been deposited on the Closing Date.

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.

Group I Pre-Funding Sub-Account : The sub-account of the Pre-Funding Account into which the Original Group I Pre-Funded Amount will be deemed to have been deposited on the Closing Date.

Group I Senior Certificates : The Class I-A-1, Class I-A-2, Class I-A-IO 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:

(1)

the total amount of all cash received by or on behalf of each Servicer with respect to the Group II Loans by the Determination Date for such Distribution Date and not previously distributed (including Liquidation Proceeds, Insurance Proceeds, condemnation proceeds and Subsequent Recoveries) and with respect to any Distribution Date during the Pre-Funding Period, any related Capitalized Interest Requirement for such Distribution Date, and with respect to any Distribution Date immediately following the termination of the Pre-Funding Period, any Remaining Pre-Funded Amount (exclusive of any investment income therein), except:

(a)

all scheduled payments of principal and interest collected on the Group II Loans but due on a date after the related Due Date;

(b)

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

(c)

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

(d)

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

(e)

(f)

reinvestment income on the balance of funds, if any, in the Protected Accounts, Distribution Account or the Pre-Funding Account; and

(g)

any fees payable to the Master Servicer (including any Mater Servicing Fees) and the Servicers with respect to the Group II Loans, and any premiums payable in connection with any lender paid primary mortgage insurance policies maintained on the Group II Loans.

(2)

All Advances made by a Servicer and/or the Master Servicer with respect to the Group II Loans for that Distribution Date;

(3)

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

(4)

The total amount of any cash deposited in the Distribution Account in connection with the repurchase of any Group II Loan by the Depositor or the Seller; and

(5)

the total amount of any cash related to the Group II Loans deposited in the Distribution Account in connection with an optional termination of the Trust Fund.

Group II Capitalized Interest Sub-Account : The sub-account of the Capitalized Interest Account into which the Original Group II Capitalized Interest Amount will be deemed to have been deposited on the Closing Date.

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

Group II Pre-Funding Sub-Account : The sub-account of the Pre-Funding Account into which the Original Group II Pre-Funded Amount will be deemed to have been deposited on the Closing Date.

Group II Senior Certificates : The Class II-A-1, Class II-A-2, Class II-A-3 and Class II-A-IO Certificates.

Independent : When used with respect to any specified Person, any such Person who (i) is in fact independent of the Depositor, each Servicer, the Master Servicer and the Securities Administrator, (ii) does not have any direct financial interest or any material indirect financial interest in the Depositor, Servicer, the Master Servicer or the Securities Administrator or any Affiliate of either 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.

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

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

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

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 $311,747,779.85.

Initial Group II Loan : Any of the Group II Loans included in the Trust Fund as of the Closing Date. The aggregate principal balance of the Initial Group II Loans as of the Cut-off Date is equal to $70,381,461.32.

Initial Loan : Any of the Initial Group I Loans or Initial Group II Loans included in the Trust Fund as of the Closing Date.

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 Class I-A-1 Certificates and Class I-A-2 Certificates (a) as to the Distribution Date in August 2005, the period commencing on the Closing Date, and ending on the day preceding the Distribution Date in August 2005, and (b) as to any Distribution Date after the Distribution Date in August 2005, 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. The Interest Accrual Period for the Class I-A-IO, Class R, Group II Senior and Subordinate Certificates will be the calendar month preceding the month in which the Distribution Date occurs. Interest on the Class I-A-1 Certificates and Class I-A-2 Certificates will be calculated based on a 360-day year and the actual number of days in the related Interest Accrual Period. Interest on the Class I-A-IO, Class R, Group II Senior and Subordinate 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, 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.

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

Junior Subordinate Certificates : The Class B-3, Class B-4 and Class B-5 Certificates, collectively.

Last Scheduled Distribution Date : The Distribution Date in August 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 Class I-A-1 Certificates and Class I-A-2 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 Class I-A-1 Certificates and Class I-A-2 Certificates by the Securities Administrator shall (in the absence of manifest error) be final, conclusive and binding upon each Holder of a Class I-A-1 Certificate and Class I-A-2 Certificate and the Securities Administrator.

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 or 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:

(i)

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

(ii)

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

(iii)

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

(iv)

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

(v)

the original Principal Balance;

(vi)

the first payment date;

(vii)

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

(viii)

the date of the last paid installment of interest;

(ix)

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

(x)

the Loan-to-Value ratio at origination;

(xi)

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

(xii)

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

(xiii)

the nature of occupancy at origination;

(xiv)

the related Loan Group;

(xv)

the first Adjustment Date;

(xvi)

the Gross Margin;

(xvii)

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

(xviii)

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

(xix)

the Periodic Rate Cap;

(xx)

the first Adjustment Date immediately following the Cut-off Date;

(xxi)

the Index;

(xxii)

the applicable Custodian; and

(xxiii)

the applicable Servicer.

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

Master Servicing Fee Rate : 0.005% per annum.

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

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

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

Monthly Advance : As to any Loan or REO Property, any advance made by a Servicer in respect of any Determination Date or in respect of any Distribution Date by a successor Servicer (including the Master Servicer) or by the Master Servicer 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 : With respect to each Loan, the annual rate at which interest accrues on such Loan from time to time in accordance with the provisions of the related Mortgage Note, which rate with respect to each Loan (A) as of any date of determination until the first Adjustment Date following the Cut-off Date shall be the rate set forth in the Loan Schedule as the Mortgage Rate in effect immediately following the Cut-off Date and (B) as of any date of determination thereafter shall be the rate as adjusted on the most recent Adjustment Date equal to the sum, rounded to the nearest 0.125% as provided in the Mortgage Note, of the Index, as most recently available as of a date prior to the Adjustment Date as set forth in the related Mortgage Note, plus the related Gross Margin; provided that the Mortgage Rate on such Loan on any Adjustment Date shall never be more than the lesser of (i) the sum of the Mortgage Rate in effect immediately prior to the Adjustment Date plus the related Periodic Rate Cap, if any, and (ii) the related Maximum Mortgage Rate, and shall never be less than the greater of (i) the Mortgage Rate in effect immediately prior to the Adjustment Date less the Periodic Rate Cap, if any, and (ii) the related Minimum Mortgage Rate. With respect to each Loan that becomes an REO Property, as of any date of determination, the annual rate determined in accordance with the immediately preceding sentence as of the date such Loan became an REO Property.

Mortgage Loan Purchase Agreement : The Mortgage Loan Purchase Agreement dated as of July 29, 2005 between the Depositor and the Seller.

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

Mortgage Pool : All of the Loans.

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

Mortgagor : The obligor on a Mortgage Note.

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

National City Servicing Agreement : The Master Seller’s Warranties and Servicing Agreement, dated as of January 1, 2005 between the Seller and National City (as 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 and the rate at which any lender paid mortgage insurance is calculated.

Net WAC Pass Through Rate : The Net WAC Pass Through Rate for any Distribution Date and the Class I-A-1 Certificates and Class I-A-2 Certificates is a rate per annum equal to the product of (a) a fraction, expressed as a percentage, the numerator of which is the amount of interest which accrued on the Group I Loans in the calendar month preceding such Distribution Date at the Net Mortgage Rate plus any amounts in the Capitalized Interest Account related to the Subsequent Group I Loans and the denominator of which is the sum of (i) the aggregate Principal Balance of the Group I Loans as of the first day of the month preceding the month of such Distribution Date (or as of the Cut-Off Date with respect to the first Distribution Date) and (ii) any amounts on deposit in the Pre-Funding Account with respect to the Group I Loans and (b) a fraction, the numerator of which is 360 and the denominator of which is the actual number of days in the related Interest Accrual Period. For any Distribution Date and the Class II-A-1, Class II-A-2 and Class II-A-3 Certificates is a rate per annum equal to (a) the product of (x) a fraction, expressed as a percentage, the numerator of which is the amount of interest which accrued on the Group II Loans in the calendar month preceding such Distribution Date at the Net Mortgage Rate plus any amounts in the Capitalized Interest Account related to the Subsequent Group II Loans and the denominator of which is the sum of (i) the aggregate Principal Balance of the Group II Loans as of the first day of the month preceding the month of such Distribution Date (or as of the Cut-Off Date with respect to the first Distribution Date) and (ii) any amounts on deposit in the Pre-Funding Account with respect to the Group II Loans and (y) 12.

For federal income tax purposes, the equivalent of the foregoing, as it relates to the Class I-A-1 Certificates and Class I-A-2 Certificates, shall be expressed as the Uncertificated REMIC III Pass-Through Rates on REMIC III Regular Interest LT-IA1 and REMIC III Regular Interest LT-IA2, respectively, weighted on the basis of the Uncertificated Principal Balance of each such REMIC III Regular Interest. For federal income tax purposes, the equivalent of the foregoing, as it relates to the Class II-A-1, Class II-A-2 and Class II-A-3 Certificates, shall be

expressed as the Uncertificated REMIC III Pass-Through Rates on REMIC III Regular Interest LT-IIA1, REMIC III Regular Interest LT-IIA2 and REMIC III Regular Interest LT-IIA3, respectively, weighted on the basis of the Uncertificated Principal Balance of each such REMIC III Regular Interest.

Net WAC Rate Carryover Amount : Will be (a) with respect to the Class I-A-1 Certificates and any Distribution Date, an amount equal to the sum of (i) the excess of (x) the amount of interest the Class I-A-1 Certificates would have been entitled to receive on such Distribution Date had the applicable Net WAC Pass-Through Rate not been applicable to such Certificates on such Distribution Date over (y) the amount of interest paid on such Distribution Date at the applicable Net WAC Pass-Through Rate plus (ii) the Net WAC Rate Carryover Amount for the previous Distribution Date not previously distributed together with interest thereon at a rate equal to the Class I-A-1 Pass-Through Rate for the most recently ended Interest Accrual Period determined without taking into account the applicable Net WAC Pass-Through Rate; and (b) with respect to the Class I-A-2 Certificates and any Distribution Date, an amount equal to the sum of (i) the excess of (x) the amount of interest the Class I-A-2 Certificates would have been entitled to receive on such Distribution Date had the related Net WAC Pass-Through Rate not been applicable to such Certificates on such Distribution Date over (y) the amount of interest paid on such Distribution Date at the related Net WAC Pass-Through Rate and (ii) the Net WAC Rate Carryover Amount for the previous Distribution Date not previously distributed, together with interest thereon at a rate equal to the Class I-A-2 Pass-Through Rate for the most recently ended Interest Accrual Period determined without taking into account the related Net WAC Pass-Through Rate.

Nonrecoverable Advance : With respect to any Loan, any Advance or Servicing Advance which the related Servicer shall have determined to be a Nonrecoverable Advance as defined in and pursuant to the related Servicing Agreement, or which the Master Servicer 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 I-A-IO Certificates and any Distribution Date, an amount equal to the aggregate Certificate Principal Balance of the Class I-A-1 Certificates and Class I-A-2 Certificates. For federal income tax purposes, the Class I-A-IO Certificates represent ownership of two components which are regular interests in REMIC IV: the Class I-A-IO-1 Component and the Class I-A-IO-2 Component. The Class I-A-IO-1 Component is an interest only component which has a Pass-Through Rate as set forth herein and a notional amount equal to the Uncertificated Principal Balance of REMIC III Regular Interest LT-IA1. The Class I-A-IO-2 Component is an interest only component which has a Pass-Through Rate as set forth herein and a notional amount equal to the Uncertificated Principal Balance of REMIC III Regular Interest LT-IA2.

With respect to the Class II-A-IO Certificates and any Distribution Date, an amount equal to the aggregate Certificate Principal Balance of the Class II-A-1, Class II-A-2 and Class II-A-3 Certificates. For federal income tax purposes, the Class II-A-IO Certificates represent ownership of three components which are regular interests in REMIC IV: the Class II-A-IO-1 Component, Class II-A-IO-2 Component and the Class II-A-IO-3 Component. The

Class II-A-IO-1 Component is an interest only component which has a Pass-Through Rate as set forth herein and a notional amount equal to the Uncertificated Principal Balance of REMIC III Regular Interest LT-IIA1. The Class II-A-IO-2 Component is an interest only component which has a Pass-Through Rate as set forth herein and a notional amount equal to the Uncertificated Principal Balance of REMIC III Regular Interest LT-IIA2. The Class II-A-IO-3 Component is an interest only component which has a Pass-Through Rate as set forth herein and a notional amount equal to the Uncertificated Principal Balance of REMIC III Regular Interest LT-IIA3.

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 Group I Capitalized Interest Amount : The amount deposited by the Depositor in the Group I Capitalized Interest Sub-Account on the Closing Date, which amount is $44,399.46.

O riginal Group II Capitalized Interest Amount : The amount deposited by the Depositor in the Group II Capitalized Interest Sub-Account on the Closing Date, which amount is $168,281.85.

Original Group I Pre-Funded Amount : The amount deposited by the Depositor in the Group I Pre-Funding Sub-Account on the Closing Date, which amount is $9,446,129.07.

O riginal Group II Pre-Funded Amount : The amount deposited by the Depositor in the Group II Pre-Funding Sub-Account on the Closing Date, which amount is $35,802,511.27.

Original Pre-Funded Amount : The sum of the Original Group I Pre-Funded Amount and the Original Group II Pre-Funded Amount.

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

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

Ownership Interest : With respect to any Residual Certificate, any ownership or security interest in such Residual Certificate, including any interest in a Residual Certificate as

the Holder thereof and any other interest therein whether direct or indirect, legal or beneficial, as owner or as pledge.

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

Pass-Through Rate : With respect to the Class I-A-1 Certificates and the Distribution Date in August 2005, approximately 3.7400% per annum, and with respect to any Distribution Date thereafter, will be a per annum rate equal to the lesser of (a) One-Month LIBOR plus 0.31% per annum and (b) the related Net WAC Pass-Through Rate for the related Distribution Date. For federal income tax purposes, the Pass-Through Rate on the Class I-A-1 Certificates will equal the lesser of (a) One-Month LIBOR plus 0.31% per annum and (b) the Uncertificated REMIC III Pass-Through Rate on REMIC III Regular Interest LT-IA1.

With respect to the Class I-A-2 Certificates and the Distribution Date in August 2005, approximately 3.8000% per annum, and with respect to any Distribution Date thereafter, a per annum rate equal to the lesser of (a) One-Month LIBOR plus 0.37% per annum and (b) the related Net WAC Pass-Through Rate for the related Distribution Date. For federal income tax purposes, the Pass-Through Rate on the Class I-A-2 Certificates will equal the lesser of (a) One-Month LIBOR plus 0.37% per annum and (b) the Uncertificated REMIC III Pass-Through Rate on REMIC III Regular Interest LT-IA2.

With respect to the Class I-A-IO Certificates and the Distribution Date in August 2005, approximately 1.2911% per annum, and with respect to any Distribution Date thereafter, a per annum rate equal to the product of (a) the excess, if any, of the related Net WAC Pass-Through Rate for the related Distribution Date over the weighted average of the Pass-Through Rates on the Class I-A-1 Certificates and Class I-A-2 Certificates and (b) the actual number of days which have elapsed in the related Interest Accrual Period, divided by 30. For federal income tax purposes, the Class I-A-IO Certificates will represent ownership of the Class I-A-IO-1 Component and the Class I-A-IO-2 Component; the Pass-Through Rate with respect to the Class I-A-IO-1 Component is the excess, if any, of (a) the Uncertificated REMIC III Pass-Through Rate on REMIC III Regular Interest LT-IA1 over (b) One-Month LIBOR plus 0.31% per annum, which will be applied to the Notional Amount of the Class I-A-IO-1 Component and the Pass-Through Rate with respect to the Class I-A-IO-2 Component is the excess, if any, of (a) the Uncertificated REMIC III Pass-Through Rate on REMIC III Regular Interest LT-IA2 over (b) One-Month LIBOR plus 0.37% per annum, which will be applied to the Notional Amount of the Class I-A-IO-2 Component.

With respect to the Class II-A-1 Certificates and the Distribution Date in August 2005, approximately 5.0200% per annum, and with respect to any Distribution Date thereafter, a per annum rate equal to the related Net WAC Pass-Through Rate for the related Distribution Date minus 0.7037%.

With respect to the Class II-A-2 Certificates and the Distribution Date in August 2005, approximately 5.0900% per annum, and with respect to any Distribution Date thereafter, a per annum rate equal to the related Net WAC Pass-Through Rate for the related Distribution Date minus 0.6337%.

With respect to the Class II-A-3 Certificates and the Distribution Date in August 2005, approximately 5.0450% per annum, and with respect to any Distribution Date thereafter, a per annum rate equal to the related Net WAC Pass-Through Rate for the related Distribution Date minus 0.6787%.

With respect to the Class II-A-IO Certificates and the Distribution Date in August 2005, approximately 0.6889% per annum, and with respect to any Distribution Date thereafter, a per annum rate equal to the related Net WAC Pass-Through Rate for the related Distribution Date over the weighted average of the Pass-Through Rates on the Class II-A-1, Class II-A-2 and Class II-A-3 Certificates. For federal income tax purposes, the Class II-A-IO Certificates will represent ownership of the Class II-A-IO-1 Component, Class II-A-IO-2 Component and Class II-A-IO-3 Component; the Pass-Through Rate with respect to the Class II-A-IO-1 Component is the excess, if any, of (a) the Uncertificated REMIC III Pass-Through Rate on REMIC III Regular Interest LT-IIA1 over (b) the Pass-Through Rate on the Class II-A-1 Certificates, which will be applied to the Notional Amount of the Class II-A-IO-1 Component; the Pass-Through Rate with respect to the Class II-A-IO-2 Component is the excess, if any, of (a) the Uncertificated REMIC III Pass-Through Rate on REMIC III Regular Interest LT-IIA2 over (b) the Pass-Through Rate on the Class II-A-2 Certificates, which will be applied to the Notional Amount of the Class II-A-IO-2 Component and the Pass-Through Rate with respect to the Class II-A-IO-3 Component is the excess, if any, of (a) the Uncertificated REMIC III Pass-Through Rate on REMIC III Regular Interest LT-IIA3 over (b) the Pass-Through Rate on the Class II-A-3 Certificates, which will be applied to the Notional Amount of the Class II-A-IO-3 Component.

With respect to the Subordinate Certificates and the Distribution Date in August 2005, approximately 4.9302% per annum, and with respect to any Distribution Date thereafter, the product of a fraction, expressed as a percentage, the numerator of which is the weighted average of (a) the amount of interest which accrued on the Group I Loans in the calendar month preceding such Distribution Date at the Net Mortgage Rate plus any amounts in the Capitalized Interest Account related to the Subsequent Group I Loans and the denominator of which is the sum of (i) the aggregate Principal Balance of the Group I Loans as of the first day of the month preceding the month of such Distribution Date (or as of the Cut-Off Date with respect to the first Distribution Date) and (ii) any amounts on deposit in the Pre-Funding Account with respect to the Group I Loans multiplied by 12, and (b) the amount of interest which accrued on the Group II Loans in the calendar month preceding such Distribution Date at the Net Mortgage Rate plus any amounts in the Capitalized Interest Account related to the Subsequent Group II Loans and the denominator of which is the sum of (i) the aggregate Principal Balance of the Group II Loans as of the first day of the month preceding the month of such Distribution Date (or as of the Cut-Off Date with respect to the first Distribution Date) and (ii) any amounts on deposit in the Pre-Funding Account with respect to the Group II Loans multiplied by 12, in each case, weighted on the basis of the results of subtracting from the aggregate Principal Balance of each Loan Group the current aggregate Certificate Principal Balance of the related Senior Certificates (other than the Class I-A-IO Certificates and Class II-A-IO Certificates). For federal income tax purposes, the pass-through rate on the Subordinate Certificates will equal the weighted average of the Uncertificated REMIC III Pass-Through Rates on REMIC III Regular Interest LT-M, REMIC III Regular Interest LT-B1, REMIC III Regular Interest LT-B2, REMIC III Regular Interest LT-B3, REMIC III Regular Interest LT-B4 and REMIC III Regular Interest LT-B5, weighted on the basis of the Uncertificated Principal Balance of each such REMIC III Regular Interest.

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.

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

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

Pinnacle Financial : Pinnacle Financial Corporation, or any successor thereto.

Pinnacle Financial Servicing Agreement : Shall mean the Amended and Restated Master Mortgage Loan Purchase and Interim Servicing Agreement, dated as of January 1, 2005, between the Seller and Pinnacle Financial, as amended (as modified pursuant to the related Assignment Agreement).

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) August 29, 2005.

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

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

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

(i)

the Loan identifying number;

(ii)

a code indicating the type of Prepayment Charge;

(iii)

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

(iv)

the term of the related Prepayment Charge;

(v)

the original Principal Balance of the related Loan; and

(vi)

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

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

Prepayment Period : For any Distribution Date is (i) with respect to the Loans serviced by National City and IndyMac Bank, 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 Pinnacle Financial and GreenPoint, the calendar month immediately preceding the month in which such Distribution Date occurs and (iii) with respect to the Loans serviced by GMAC, the period commencing on the 16 ^th day of the month preceding the month in which such Distribution Date occurs and ending on the day of the 15 ^th month in which the 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.

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

(1)

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

(2)

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

(3)

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

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

Principal Prepayment Amount : On any Distribution Date 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) Subsequent Recoveries, Liquidation Proceeds, Insurance Proceeds and Condemnation Proceeds received during the related Prepayment Period.

Pro Rata Allocation : On any Distribution Date with respect to (i) the allocation of the principal portion of certain losses relating to a Loan to the related Senior Certificates (other than the Class I-A-IO Certificates and Class II-A-IO Certificates) and/or to the Subordinate Certificates, as applicable, pro rata according to their respective aggregate Certificate Principal Balances on such date of allocation; provided that the Pro Rata Allocation of any such loss allocable to the Class I-A-1 Certificates will be allocated first to the Class I-A-2 Certificates until the Certificate Principal Balance of the Class I-A-2 Certificates has been reduced to zero; and (ii) the allocation of the interest portion of certain losses relating to a Loan to the related Senior 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 the Pro Rata Allocation of any loss allocable to the Class I-A-1 Certificates will be allocated first to the Class I-A-2 Certificates until the Certificate Principal Balance of the Class I-A-2 Certificates has been reduced to zero.

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

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

Purchase Price : With respect to any Loan to be purchased pursuant to a Purchase Obligation, 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 the date an Advance by the applicable Servicer or the Master Servicer, which payment or Advance had as of the date of purchase been distributed pursuant to Section 4.1, through the end of the calendar month in which the purchase is to be effected and (y) an REO Property, the sum of (1) accrued interest on such Principal Balance at the applicable Net Mortgage Rate from the date interest was last paid by the related Mortgagor or the date an Advance 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.

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

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

Realized Loss : With respect to any Distribution Date and any 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 Class I-A-1 Certificates and Class I-A-2 Certificates, the Business Day prior to the related Distribution Date and with respect to the Class R, Class I-A-IO, Group II Senior and Subordinate 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.

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 Loan Group, an amount equal to the related 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, REMIC II Regular Interests, REMIC III Regular Interests, Class I-A-IO-1 Component, Class I-A-IO-2 Component, Class II-A-IO-1 Component, Class II-A-IO-2 Component or Class II-A-IO-3 Component.

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; and (v) the Depositor’s interest in respect of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement as assigned to the

Trustee pursuant to Section 2.1 hereof. Notwithstanding the foregoing, however, REMIC I specifically excludes the Reserve Fund, the Cap Contract, the Pre-Funding Account, the Capitalized Interest Account and any payments made thereunder.

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 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, 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 Regular Interests : Any of the separate non-certificated beneficial ownership interests in REMIC II (as defined in the Preliminary Statement) issued hereunder and designated as a Regular Interest in REMIC II. Each REMIC II Regular Interest shall accrue interest at the related Uncertificated REMIC II Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal 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 Subordinate Balance Ratio : The ratio among the Uncertificated Principal Balances of each of the REMIC II Regular Interests ending with the designation “SUB,” equal to the ratio among:

(1) the excess of (x) the aggregate Scheduled Principal Balance of the Group I Loans over (y) the aggregate Certificate Principal Balance of the Group I Senior Certificates; and

(2) the excess of (x) the aggregate Scheduled Principal Balance of the Group II Loans over (y) the aggregate Certificate Principal Balance of the Group II Senior Certificates.

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

REMIC III Regular Interests : Any of the separate non-certificated beneficial ownership interests in REMIC III (as defined in the Preliminary Statement) issued hereunder and designated as a Regular Interest in REMIC III. Each REMIC III Regular Interest shall accrue interest at the related Uncertificated REMIC III Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal 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 IV : The pool of assets consisting of the REMIC III Regular Interests and all payments of principal or interest on or with respect to the REMIC III Regular Interests after the Cut-Off Date.

REMIC IV Certificates : The Group I Senior Certificates, Group II Senior Certificates and the 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.

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 I-A-1 Certificates and Class I-A-2 Certificates.

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

Residual Certificates : The Class R Certificates. Components R-1, R-2, R-3 and R-4 of the Class R Certificates are hereby designated as the sole Class of “residual interests” in each of REMIC I, REMIC II, REMIC III and REMIC IV, 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.

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.

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

Senior Certificates : The Class I-A-1, Class I-A-2, Class I-A-IO, Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-IO and Class R Certificates.

Senior Interest Shortfall Amount: For any Distribution Date and the Senior Certificates of a Loan Group will be equal to that amount by which the Interest Distribution Amount payable to the related Senior 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, and (ii) the related Senior Prepayment Percentage of the Liquidation Principal with respect to such Loan.

Senior Percentage : As of the Closing Date, 92.25% for each Loan Group; 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 I-A-IO Certificates and Class II-A-IO 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.

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

Distribution Date Occurring In	Senior Prepayment Percentage
August 2005 through July 2012	100%
August 2012 through July 2013	Senior Percentage + 70% of the Subordinate Percentage
August 2013 through July 2014	Senior Percentage + 60% of the Subordinate Percentage
August 2014 through July 2015	Senior Percentage + 40% of the Subordinate Percentage
August 2015 through July 2016	Senior Percentage + 20% of the Subordinate Percentage
August 2016 and thereafter	Senior Percentage

Notwithstanding the foregoing, the Senior Prepayment Percentage with respect to a 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:

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

Notwithstanding the preceding paragraphs, if (x) on or before the Distribution Date in August 2008, the Subordinate Percentage of a Loan Group is at least 200% of the related Subordinate Percentage as of the Closing Date, the delinquency test set forth above is satisfied and cumulative Realized Losses do not exceed 20% of the original subordinate principal balance, the related Senior Prepayment Percentage will equal the related Senior Percentage for that Distribution Date plus 50% of the amount equal to 100% minus the related Senior Percentage for that Distribution Date and (y) after the Distribution Date in August 2008, the Subordinate Percentage of a Loan Group is at least 200% of the related Subordinate Percentage as of the Closing Date, the delinquency test set forth above is satisfied and cumulative Realized Losses do not exceed 30% of the original subordinate principal balance (the “Two Times Test”), the related Senior Prepayment Percentage will equal the Senior Percentage.

If on any Distribution Date the allocation to the Senior Certificates of a Loan Group (other than the Class I-A-IO Certificates and Class II-A-IO 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 I-A-IO Certificates and

Class II-A-IO 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:

(1)

the related Senior Percentage of the related Principal Distribution Amount;

(2)

the related Senior Prepayment Percentage of the related Principal Prepayment Amount; and

(3)

the related Senior Liquidation Amount.

Servicer : National City, GreenPoint, IndyMac, GMAC or Pinnacle Financial, as applicable, or any successor appointed under the applicable Servicing Agreement.

Servicer Remittance Date : With respect to each Distribution Date shall mean (i) with respect to National City, GMAC, IndyMac and Pinnacle Financial, 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 and (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.

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.

Servicing Agreement : The National City Servicing Agreement, the GreenPoint Servicing Agreement, the IndyMac Servicing Agreement, the GMAC Servicing Agreement and the Pinnacle Financial Servicing Agreement, each as modified by the related Assignment Agreement.

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.

Special Hazard Coverage: As of the Cut-Off Date $4,237,778.82. On each Anniversary, the Special Hazard Coverage will be reduced to an amount equal to the lesser of:

(1)

the greatest of:

(a)

the aggregate Principal Balance of the Loans located in the California zip code containing the largest aggregate Principal Balance of the Loans;

(b)

1.0% of the aggregate Principal Balance of the Loans; and

(c)

twice the Principal Balance of the largest Loan, calculated as of the Due Date in the immediately preceding month (after giving effect to all scheduled payments whether or not received); and

(2)

the Special Hazard Coverage as of the Cut-Off Date as reduced by the Special Hazard Losses allocated to the Certificates since the Cut-Off Date.

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.

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

Subordinate Certificates : The Class M, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 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.

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 7.75% for each Loan Group.

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:

(1)

the related Subordinate Percentage of the related Principal Distribution Amount;

(2)

the related Subordinate Principal Prepayment Amount; and

(3)

the related Subordinate Liquidation Amount.

provided, however, that the Subordinate Principal Distribution Amount shall be reduced by 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.

Subordination Level : On any specified date and 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 I-A-IO Certificates and Class II-A-IO Certificates) as of such date, before giving effect to distributions of principal or allocations of related Realized Losses on such date.

Subsequent Cut-off Date : With respect to those Subsequent Loans sold to the Trust pursuant to a Subsequent Transfer Instrument, 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 Group I Loan : A Subsequent Loan identified and expected to be purchased by the Trust during the Pre-Funding Period and assigned to the Group I Loans.

Subsequent Group II Loan : A Subsequent Loan identified and expected to be purchased by the Trust during the Pre-Funding Period and assigned to the Group II Loans.

Subsequent Loan : A Loan sold by the Depositor to the Trust Fund pursuant to Section 2.6, such Loan being identified on the Loan Schedule attached to a Subsequent Transfer Instrument.

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

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

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

Subsequent Transfer Instrument : Each Subsequent Transfer Instrument, dated as of a Subsequent Transfer Date, executed by the Trustee and the Depositor substantially in the form attached hereto as Exhibit 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 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 mortgage loan, the risk gradings described in clause (vi) hereof shall be satisfied as to each such mortgage loan and, except to the extent otherwise provided in this sentence, the representations and warranties described in clause (viii) hereof must be satisfied as to each Substitute Loan or in the aggregate, as the case may be.

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, REMIC II, REMIC III and REMIC IV 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, REMIC III, REMIC IV, the Cap Contract, the 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 , REMIC II, REMIC III or REMIC IV.

Trustee : HSBC Bank USA, National Association, a national banking association, 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.

Uncercificated REMIC I Pass-Through Rate: With respect to REMIC I Regular Interest LT-1PF and the first Distribution Date, 5.4870%, and for each Distribution Date thereafter, the weighted average of the Net Mortgage Rates on the Group I Loans. With respect to REMIC I Regular Interest LT-2PF and the first Distribution Date, 5.8640%, and for each Distribution Date thereafter, the weighted average of the Net Mortgage Rates on the Group II Loans. With respect to REMIC I Regular Interest LT-1B and the first Distribution Date, 5.4290%, and for each Distribution Date thereafter, the weighted average of the Net Mortgage Rates on the Group I Loans. With respect to REMIC I Regular Interest LT-2B and the first Distribution Date, 5.7237%, and for each Distribution Date thereafter, the weighted average of the Net Mortgage Rates on the Group II Loans. With respect to REMIC I Regular Interest LT-R and the first Distribution Date, 5.4290%, and for each Distribution Date thereafter, the weighted average of the Net Mortgage Rates on the Group I Loans.

Uncertificated REMIC II Pass-Through Rate : With respect to REMIC II Regular Interest LT-1GRP, the weighted average of the Uncertificated REMIC I Pass-Through Rates on REMIC I Regular Interest LT-1PF and REMIC I Regular Interest LT-1B for that Distribution Date. With respect to the REMIC II Regular Interest LT-R, the weighted average of the Uncertificated REMIC I Pass-Through Rate on REMIC I Regular Interest LT-R for that Distribution Date. With respect to REMIC II Regular Interest LT-2GRP, the weighted average of the Uncertificated REMIC I Pass-Through Rates on REMIC I Regular Interest LT-2PF and REMIC I Regular Interest LT-2B for that Distribution Date. With respect to REMIC II Regular Interest LT-1SUB, REMIC II Regular Interest LT-2SUB and REMIC II Regular Interest LT-ZZZ, the weighted average of the Uncertificated REMIC I Pass-Through Rates on the REMIC I Regular Interests LT-1PF, REMIC I Regular Interest LT-1B, REMIC I Regular Interests LT-2PF, REMIC I Regular Interest LT-2B for that Distribution Date.

Uncertificated REMIC III Pass-Through Rate : With respect to REMIC III Regular Interest LT-IA1 and REMIC III Regular Interest LT-IA2, the Uncertificated REMIC II Pass-Through Rate on REMIC II Regular Interest LT-1GRP. With respect to REMIC III Regular Interest LT-R, the Uncertificated REMIC II Pass-Through Rates on REMIC II Regular Interest LT-R. With respect to REMIC III Regular Interest LT-IIA1, REMIC III Regular Interest LT-IIA2 and REMIC III Regular Interest LT-IIA3, the Uncertificated REMIC II Pass-Through Rate on REMIC II Regular Interest LT-2GRP. With respect to REMIC III Regular Interest LT-M, REMIC III Regular Interest LT-B1, REMIC III Regular Interest LT-B2, REMIC III Regular Interest LT-B3, REMIC III Regular Interest LT-B4 and REMIC III Regular Interest LT-B5, the weighted average of the Uncertificated REMIC II Pass-Through Rates on REMIC II Regular Interest LT-1SUB and REMIC II Regular Interest LT-2SUB, weighted on the Uncertificated Principal Balance of each such REMIC II Regular Interest.

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.

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

Wells Fargo Custodial Agreement : The Custodial Agreement dated as of July 1, 2005, among the Trustee, Wells Fargo, National City, GreenPoint and GMAC, as may be amended or supplemented from time to time.

Section 1.2

Allocation of Certain Interest Shortfall .

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 Unpaid 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.

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

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

ARTICLE II

CONVEYANCE OF TRUST FUND;

ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.1 Conveyance of Trust Fund . The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, without recourse, for the benefit of the Certificateholders, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Loans identified on the Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement, the Servicing Agreements, the Assignment Agreements and the Subsequent Mortgage Loan Purchase Agreement, 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 Agreement, the Servicing Agreements and the Assignment Agreements.

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

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

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

The Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Seller that no Loan 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 Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Seller that no Substitute Loan 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 Agreement, of the Loan Documents and all other assets included in the definition of “REMIC I” under clauses (i), (iii), (iv) and (v) (to the extent of amounts deposited into the Distribution Account) 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 .

(a) Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File or of a breach by the Seller of any representation, warranty or covenant under the Mortgage Loan Purchase Agreement in espect of any Loan that materially and adversely affects the value of such Loan or the interest therein of the Certificateholders, the Trustee shall promptly notify the Seller of such defect, missing document or breach and request that the Seller deliver such missing document, cure such defect or breach within 60 days from the date the Seller was notified of such missing document, defect or breach, and if the Seller does not deliver such missing document or cure such defect or breach in all material respects during such period, the Trustee shall enforce the obligations of the Seller under the Mortgage Loan Purchase Agreement to repurchase such Loan from REMIC I at the Purchase Price within 90 days after the date on which the Seller was notified of such missing document, defect or breach, if and to the extent that the Seller is obligated to do so under the

Mortgage Loan Purchase Agreement. The Purchase Price for the repurchased Loan shall be deposited in the Distribution Account and the Trustee, upon receipt of written certification from the Securities Administrator of such deposit and receipt by the applicable Custodian of a properly completed request for release for such Loan in the form of Exhibit 3 to the related Custodial Agreement, shall release or cause the applicable Custodian to release to the Seller the related Mortgage File and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as the Seller shall furnish to it and as shall be necessary to vest in the Seller any Loan released pursuant hereto, and the Trustee shall not have any further responsibility with regard to such Mortgage File. In lieu of repurchasing any such Loan as provided above, if so provided in the Mortgage Loan Purchase Agreement, the Seller may cause such Loan to be removed from 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 the Seller to cure or to repurchase (or to substitute for) any Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such omission, defect or breach available to the Trustee and the Certificateholders. Notwithstanding the foregoing, if the representation made by the Seller in Section 6(xxiv) of the Mortgage Loan Purchase Agreement is breached, the Trustee shall enforce the obligation of the Seller to repurchase such Loan at the Purchase Price, or to provide a Substitute Loan (plus any costs and damages incurred by the Trust Fund in connection with any violation by any such Loan of any predatory or abusive lending law) within 90 days after the date on which the Seller was notified of such breach.

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

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

As to any Deleted Loan for which the Seller, substitutes a Substitute Loan or Loans, such substitution shall be effected by the Seller delivering to the Trustee or the applicable Custodian on behalf of the Trustee, for such Substitute Loan or Loans, the Mortgage Note, the Mortgage, the Assignment to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, as are required by Section 2 of the related Custodial Agreement, as applicable, together with an Officers’ Certificate providing that each such Substitute Loan satisfies the definition thereof and specifying the Substitution Shortfall Amount (as described below), if any, in connection with such substitution. The applicable Custodian on behalf of the Trustee shall acknowledge receipt of such Substitute Loan or Loans and, within ten Business Days thereafter, review such documents and deliver to the Depositor, the Trustee and the Master Servicer, with respect to such Substitute Loan or Loans, an initial certification pursuant to the related Custodial Agreement, with any applicable exceptions noted thereon.

Within one year of the date of substitution, the applicable Custodian on behalf of the Trustee shall deliver to the Depositor, the Trustee and the Master Servicer a final certification pursuant to the related 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 the Seller. For the month of substitution, distributions to Certificateholders shall reflect the Monthly Payment due on such Deleted Loan on or before the Due Date in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Loan. The Depositor shall give or cause to be given written notice to the Certificateholders that such substitution has taken place, shall amend the Loan Schedule to reflect the removal of such Deleted Loan from the terms of this Agreement and the substitution of the Substitute Loan or Loans and shall deliver a copy of such amended Loan Schedule to the Trustee and the Master Servicer. Upon such substitution, such Substitute Loan or Loans shall constitute part of the Trust Fund and shall be subject in all respects to the terms of this Agreement and the Mortgage Loan Purchase Agreement including all applicable representations and warranties thereof included herein or in the Mortgage Loan Purchase Agreement.