POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 10/21/2005

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 September 1, 2005

________________________

Mortgage Pass-Through Certificates
Series 2005-AR2

TABLE OF CONTENTS

ARTICLE I	DEFINITIONS
Section 1.1	Definitions.
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][III][IV][V][VI][VII]-A-[1][2] Certificates

Exhibit A-3

Form of Class [I]-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 A-8

Form of Class P-[1] [2] 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 September 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 August 26, 2005, and a Prospectus Supplement, dated September 29, 2005 of the Depositor (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated September 30, 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 Balances		Latest Possible Maturity Date(1)
LT-1B	(2)	$	155,586,715.59	October 25, 2035
LT-2PF	(2)	$	1,935,975.00	October 25, 2035
LT-2B	(2)	$	74,390,450.93	October 25, 2035
LT-3B	(2)	$	71,666,728.17	October 25, 2035
LT-4PF	(2)	$	12,211,498.02	October 25, 2035
LT-4B	(2)	$	135,631,386.62	October 25, 2035
LT-5PF	(2)	$	49,459,156.98	October 25, 2035
LT-5B	(2)	$	59,339,943.83	October 25, 2035
LT-6PF	(2)	$	50,146,800.43	October 25, 2035
LT-6B	(2)	$	4,880,042.00	October 25, 2035
LT-7B	(2)	$	45,700,425.96	October 25, 2035
LT-R	(2)	$	100.00	October 25, 2035
LT-P1	0.00%	$	100.00	October 25, 2035
LT-P2	0.00%	$	100.00	October 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 Balances		Latest Possible Maturity Date(1)
LT-1SUB	(2)	$	10,501.82	October 25, 2035
LT-1GRP	(2)	$	155,586.82	October 25, 2035
LT-2SUB	(2)	$	5,152.43	October 25, 2035
LT-2GRP	(2)	$	76,326.43	October 25, 2035
LT-3SUB	(2)	$	4,837.73	October 25, 2035
LT-3GRP	(2)	$	71,666.73	October 25, 2035
LT-4SUB	(2)	$	9,979.88	October 25, 2035
LT-4GRP	(2)	$	147,842.88	October 25, 2035
LT-5SUB	(2)	$	7,344.10	October 25, 2035
LT-5GRP	(2)	$	108,799.10	October 25, 2035
LT-6SUB	(2)	$	3,713.84	October 25, 2035
LT-6GRP	(2)	$	55,026.84	October 25, 2035
LT-7SUB	(2)	$	3,084.43	October 25, 2035
LT-7GRP	(2)	$	45,700.43	October 25, 2035
LT-ZZZ	(2)	$	660,243,560.08	October 25, 2035
LT-R	(2)	$	100.00	October 25, 2035
LT-P1	0.00%	$	100.00	October 25, 2035
LT-P2	0.00%	$	100.00	October 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 III 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 Balances

Latest Possible
Maturity Date(1)

LT-IA1	(2)	$	130,577,000.00	October 25, 2035
LT-IA2	(2)	$	14,508,000.00	October 25, 2035
LT-IIA1	(2)	$	64,057,000.00	October 25, 2035
LT-IIA2	(2)	$	7,117,000.00	October 25, 2035
LT-IIIA1	(2)	$	60,146,000.00	October 25, 2035
LT-IIIA2	(2)	$	6,683,000.00	October 25, 2035
LT-IVA1	(2)	$	124,077,000.00	October 25, 2035
LT-IVA2	(2)	$	13,786,000.00	October 25, 2035
LT-VA1	(2)	$	91,310,000.00	October 25, 2035
LT-VA2	(2)	$	10,145,000.00	October 25, 2035
LT-VIA1	(2)	$	46,182,000.00	October 25, 2035
LT-VIA2	(2)	$	5,131,000.00	October 25, 2035
LT-VIIA1	(2)	$	38,354,000.00	October 25, 2035
LT-VIIA2	(2)	$	4,262,000.00	October 25, 2035
LT-M	(2)	$	19,498,000.00	October 25, 2035
LT-B1	(2)	$	8,592,000.00	October 25, 2035
LT-B2	(2)	$	4,957,000.00	October 25, 2035
LT-B3	(2)	$	4,957,000.00	October 25, 2035
LT-B4	(2)	$	3,966,000.00	October 25, 2035
LT-B5	(2)	$	2,644,123.53	October 25, 2035
LT-R	(2)	$	100.00	October 25, 2035
LT-P1	0.00%	$	100.00	October 25, 2035
LT-P2	0.00%	$	100.00	October 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 Amounts		Pass-Through Rates	Latest Possible Maturity Date(1)
I-A-1	$	130,577,000.00	(2)	October 25, 2035
I-A-2	$	14,508,000.00	(2)	October 25, 2035
I-A-IO	$	145,085,000.00	(3)	October 25, 2035
II-A-1	$	64,057,000.00	(2)	October 25, 2035
II-A-2	$	7,117,000.00	(2)	October 25, 2035
III-A-1	$	60,146,000.00	(2)	October 25, 2035
III-A-2	$	6,683,000.00	(2)	October 25, 2035
IV-A-1	$	124,077,000.00	(2)	October 25, 2035
IV-A-2	$	13,786,000.00	(2)	October 25, 2035
V-A-1	$	91,310,000.00	(2)	October 25, 2035
V-A-2	$	10,145,000.00	(2)	October 25, 2035
VI-A-1	$	46,182,000.00	(2)	October 25, 2035
VI-A-2	$	5,131,000.00	(2)	October 25, 2035
VII-A-1	$	38,354,000.00	(2)	October 25, 2035
VII-A-2	$	4,262,000.00	(2)	October 25, 2035
R	$	100.00	(4)	October 25, 2035
M	$	19,498,000.00	(5)	October 25, 2035
B-1	$	8,592,000.00	(5)	October 25, 2035
B-2	$	4,957,000.00	(5)	October 25, 2035
B-3	$	4,957,000.00	(5)	October 25, 2035
B-4	$	3,966,000.00	(5)	October 25, 2035
B-5	$	2,644,123.53	(5)	October 25, 2035
P-1	$	100.00	N/A	October 25, 2035
P-2	$	100.00	N/A	October 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)

Calculated in accordance with the definition of “Pass-Through Rate” herein. The Pass-Through Rate for the Class I-A1, I-A-2, II-A-1, Class II-A-2, Class III-A-1, Class III-A-2, Class IV-A-1, Class IV-A-2, Class V-A-1, Class V-A-2, Class VI-A-1, Class VI-A-2, Class VII-A-1 and Class VII-A-2 Certificates for the first Interest Accrual Period is 4.1288%, 4.1688%, 5.5898%, 5.5898%, 5.5262%, 5.5262%, 5.6046%, 5.6046%, 5.4439%, 5.4439%, 5.1331%, 5.1331%, 5.5936% and 5.5936%, respectively.

(3)	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.
(4)	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 4.2057%.
(5)	Calculated in accordance with the definition of “Pass-Through Rate” herein. The subordinate pass-through rate for the first Interest Accrual Period is 5.1986%

W I T N E S S E T H

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

ARTICLE I

DEFINITIONS

Section 1.1

Definitions .

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

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

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

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

Adjustable Rate Certificates : The Class I-A-1 Certificates and Class I-A-2 Certificates.

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.

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

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

Officer’s Certificate of a Servicer or the Depositor to determine whether any Person is an Affiliate of such party.

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) 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) 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 September 30, 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 September 30, 2005, among the Seller, the Depositor and Countrywide, pursuant to which the Countrywide Servicing Agreement was assigned to the Depositor, (iii) the Assignment, Assumption and Recognition Agreement, dated as of September 30, 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 September 30, 2005, among the Seller, the Depositor and GMAC, pursuant to which the GMAC Servicing Agreement was assigned to the Depositor, (v) the Assignment, Assumption and Recognition Agreement, dated as of September 30, 2005, among the Seller, the Depositor and RFC, pursuant to which the RFC Servicing Agreement was assigned to the Depositor and (vi) the Assignment Assumption and Recognition Agreement, dated as of September 30, 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 Class P Certificates and the Residual Certificates), a minimum initial Certificate Principal Balance or Notional Amount of $100,000 each and integral multiples of $1.00 in excess thereof as set forth on the face thereof. With respect to the Class P-1 Certificates and Class P-2 Certificates, initial Certificate Principal Balances of $20 and integral multiples in excess thereof as set forth on the face thereof. With respect to the Class R Certificates, one Certificate with a Percentage Interest equal to 100% as set forth on the face thereof.

Available Distribution Amount : Any of the Group I Available Distribution, Group II Available Distribution Amount, Group III Available Distribution Amount, Group IV Available Distribution Amount, Group V Available Distribution Amount, Group VI Available Distribution Amount or Group VII Available Distribution Amount, as applicable.

Bankruptcy Coverage : As of the Cut-Off Date, $257,158. 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 III-A-1, Class III-A-2, Class IV-A-1, Class IV-A-2, Class V-A-1, Class V-A-2, Class VI-A-1, Class VI-A-2, Class VII-A-1, Class VII-A-2, 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.

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

Capitalized Interest Requirement : On the Closing Date, $492,664.75.

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

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

Certificate Principal Balance : The Certificate Principal Balance with respect to any Senior Certificate (other than the Class I-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, 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.

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

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

Class P Certificates : The Class P-1 Certificates and Class P-2 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 : September 30, 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), 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 made during the related Prepayment Period, (b) with respect to the Loans serviced by GreenPoint, the lesser of (i) the aggregate Prepayment Interest Shortfalls and Curtailment Shortfalls for such Loans made during the related Prepayment Period and (ii) the aggregate Servicing Fee payable to GreenPoint for the related Due Period, (c) with respect to GMAC, the lesser of (i) the aggregate Prepayment Interest Shortfalls and Curtailment Shortfalls for such Loans made during the portion of the Prepayment Period occurring between the 16th day of the month preceding the month in which such Distribution Date occurs and ending on the last day of the calendar month preceding the month in which such Distribution Date occurs and (ii) the aggregate Servicing Fee payable to GMAC for the related Due Period, (d) with respect to the Loans serviced by Countrywide, the lesser of (i) the aggregate Prepayment Interest Shortfalls and Curtailment Shortfalls for such Loans made during the related Prepayment Period and (ii) the lesser of one-half of (a) one-twelfth of the product of (x) the Servicing Fee Rate set forth in the Countrywide Servicing Agreement and (y) the Principal Balance of the related Loans or (b) the aggregate Servicing Fee actually received by Countrywide for such month with respect to the related Loans and (e) with respect to the Loans serviced by RFC, the lesser of (i) the aggregate Prepayment Interest Shortfalls and Curtailment Shortfalls for such Loans made during the related Prepayment Period and (ii) the lesser of (a) one-twelfth of 0.125% of the Principal Balance of the related Loans and (b) the sum of the Servicing Fee payable to RFC and investment income from the related Custodial Account.

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-AR2 and (B) for all other purposes, Wells Fargo Bank, National Association, 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: DBALT 2005-AR2, 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- IIIA1	III-A-1
REMIC III Regular Interest LT- IIIA2	III-A-2
REMIC III Regular Interest LT- IVA1	IV-A-1
REMIC III Regular Interest LT- IVA2	IV-A-2
REMIC III Regular Interest LT- VA1	V-A-1
REMIC III Regular Interest LT- VA2	V-A-2
REMIC III Regular Interest LT- VIA1	VI-A-1
REMIC III Regular Interest LT- VIA2	VI-A-2
REMIC III Regular Interest LT- VIIA1	VII-A-1
REMIC III Regular Interest LT- VIIA2	VII-A-2
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
REMIC III Regular Interest LT-P1	P-1
REMIC III Regular Interest LT-P2	P-2

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

Countrywide Servicing Agreement : Shall mean the Amended and Restated Master Mortgage Loan Purchase and Servicing Agreement, dated as of May 1, 2004, as amended and restated to and including August 1, 2005, between the Seller and Countrywide (as modified pursuant to the related Assignment Agreement).

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 related to a Loan Group (other than the Class I-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 Subordinate Amount of a Loan Group, is equal to or greater than 50% as of such Distribution Date.

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

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

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

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

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

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-AR2.” 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 October 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 $19,828,477. 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 but not including the third Anniversary, an amount equal to:
	(a)	2.00% 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;
(2)	on and after the third anniversary of the Cut-Off Date to and including the fifth anniversary of the Cut-Off Date, an amount equal to:
	(a)	1.00% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-Off Date, minus
	(b)	the aggregate amounts allocated to the certificates with respect to Fraud Losses on the Mortgage Loans up to such date of determination; and

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

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

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

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

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

GMAC 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), 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 Custodian pursuant to the terms of this Agreement or the Custodial Agreement;
	(f)	reinvestment income on the balance of funds, if any, in the Protected Accounts or the Distribution Account;
	(g)	any fees payable to the Master Servicer (including any Master Servicing Fees) 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 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 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)	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 Custodian pursuant to the terms of this Agreement or the Custodial Agreement;
	(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 Certificates and Class II-A-2 Certificates.

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

(1)	the total amount of all cash received by or on behalf of each Servicer with respect to the Group III Loans by the Determination Date for such Distribution Date and not previously distributed (including Liquidation Proceeds, Insurance Proceeds, condemnation proceeds and Subsequent Recoveries), except:
	(a)	all scheduled payments of principal and interest collected on the Group III Loans but due on a date after the related Due Date;
	(b)	all Curtailments received with respect to the Group III 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 III 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 III 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 Custodian pursuant to the terms of this Agreement or the Custodial Agreement;

	(f)	reinvestment income on the balance of funds, if any, in the Protected Accounts or the Distribution Account;
	(g)	any fees payable to the Master Servicer (including any Master Servicing Fees) and the Servicers with respect to the Group III Loans, and any premiums payable in connection with any lender paid primary mortgage insurance policies maintained on the Group III Loans; and
	(h)	all Prepayment Charges received in connection with the Group III Loans;
(2)	all Advances made by a Servicer and/or the Master Servicer with respect to the Group III Loans for that Distribution Date;
(3)	any amounts paid as Compensating Interest on the Group III 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 III Loan by the Depositor or the Seller; and
(5)	the total amount of any cash related to the Group III Loans deposited in the Distribution Account in connection with an optional termination of the Trust Fund.

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

Group III Senior Certificates : The Class III-A-1 Certificate and Class III-A-2 Certificates.

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

(1)

the total amount of all cash received by or on behalf of each Servicer with respect to the Group IV 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 IV Loans but due on a date after the related Due Date;
	(b)	all Curtailments received with respect to the Group IV 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 IV 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 IV 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 Custodian pursuant to the terms of this Agreement or the Custodial Agreement;
	(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 IV Loans, and any premiums payable in connection with any lender paid primary mortgage insurance policies maintained on the Group IV Loans.
(2)	All Advances made by a Servicer and/or the Master Servicer with respect to the Group IV Loans for that Distribution Date;
(3)	Any amounts paid as Compensating Interest on the Group IV 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 IV Loan by the Depositor or the Seller; and
(5)	the total amount of any cash related to the Group IV Loans deposited in the Distribution Account in connection with an optional termination of the Trust Fund.

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

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

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

Group IV Senior Certificates : The Class IV-A-1 Certificates and Class IV-A-2 Certificates.

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

(1)	the total amount of all cash received by or on behalf of each Servicer with respect to the Group V 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 V Loans but due on a date after the related Due Date;
	(b)	all Curtailments received with respect to the Group V 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 V 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 V 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 Custodian pursuant to the terms of this Agreement or the Custodial Agreement;
	(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 V Loans, and any premiums payable in connection with any lender paid primary mortgage insurance policies maintained on the Group V Loans.
(2)	All Advances made by a Servicer and/or the Master Servicer with respect to the Group V Loans for that Distribution Date;
(3)	Any amounts paid as Compensating Interest on the Group V 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 V Loan by the Depositor or the Seller; and
(5)	the total amount of any cash related to the Group V Loans deposited in the Distribution Account in connection with an optional termination of the Trust Fund.

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

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

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

Group V Senior Certificates : The Class V-A-1 Certificates and Class V-A-2 Certificates.

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

(1)

the total amount of all cash received by or on behalf of each Servicer with respect to the Group VI 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 VI Loans but due on a date after the related Due Date;
	(b)	all Curtailments received with respect to the Group VI 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 VI 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 VI 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 Custodian pursuant to the terms of this Agreement or the Custodial Agreement;
	(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 VI Loans, and any premiums payable in connection with any lender paid primary mortgage insurance policies maintained on the Group VI Loans; and
	(h)	all Prepayment Charges received in connection with the Group VI Loans;
(2)	all Advances made by a Servicer and/or the Master Servicer with respect to the Group VI Loans for that Distribution Date;
(3)	any amounts paid as Compensating Interest on the Group VI 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 VI Loan by the Depositor or the Seller; and
(5)	the total amount of any cash related to the Group VI Loans deposited in the Distribution Account in connection with an optional termination of the Trust Fund.

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

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

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

Group VI Senior Certificates : The Class VI-A-1 Certificates and Class VI-A-2 Certificates.

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

(1)	the total amount of all cash received by or on behalf of each Servicer with respect to the Group VII Loans by the Determination Date for such Distribution Date and not previously distributed (including Liquidation Proceeds, Insurance Proceeds, condemnation proceeds and Subsequent Recoveries), except:
	(a)	all scheduled payments of principal and interest collected on the Group VII Loans but due on a date after the related Due Date;
	(b)	all Curtailments received with respect to the Group VII 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 VII 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 VII 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 Custodian pursuant to the terms of this Agreement or the Custodial Agreement;
	(f)	reinvestment income on the balance of funds, if any, in the Protected Accounts or the Distribution Account;
	(g)	any fees payable to the Master Servicer (including any Master Servicing Fees) and the Servicers with respect to the Group VII

Loans, and any premiums payable in connection with any lender paid primary mortgage insurance policies maintained on the Group VII Loans; and

	(h)	all Prepayment Charges received in connection with the Group VII Loans;
(2)	all Advances made by a Servicer and/or the Master Servicer with respect to the Group VII Loans for that Distribution Date;
(3)	any amounts paid as Compensating Interest on the Group VII 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 VII Loan by the Depositor or the Seller; and
(5)	the total amount of any cash related to the Group VII Loans deposited in the Distribution Account in connection with an optional termination of the Trust Fund.

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

Group VII Senior Certificates : The Class VII-A-1 Certificates and Class VII-A-2 Certificates.

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

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.

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 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 $74,390,450.93.

Initial Group IV Loan : Any of the Group IV Loans included in the Trust Fund as of the Closing Date. The aggregate principal balance of the Initial Group IV Loans as of the Cut-off Date is equal to $135,631,386.62.

Initial Group V Loan : Any of the Group V Loans included in the Trust Fund as of the Closing Date. The aggregate principal balance of the Initial Group V Loans as of the Cut-off Date is equal to $59,339,943.83.

Initial Group VI Loan : Any of the Group VI Loans included in the Trust Fund as of the Closing Date. The aggregate principal balance of the Initial Group VI Loans as of the Cut-off Date is equal to $4,880,042.00.

Initial Loan : Any of the Initial Group II Loans, Initial Group IV Loans, Initial Group V Loans or Initial Group VI 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 Adjustable Rate Certificates (a) as to the Distribution Date in October 2005, the period commencing on the Closing Date, and ending on the day preceding the Distribution Date in October 2005 and (b) as to any Distribution Date after the Distribution Date in October 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 Certificates other than the Adjustable Rate Certificates will be the calendar month preceding the month in which the Distribution Date occurs. Interest on the Adjustable Rate 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 Certificates other than the Adjustable Rate Certificates will be calculated based on a 360-day year consisting of twelve 30-day months regardless of the actual number of days in the related Interest Accrual Period.

Interest Distribution Amount: On any Distribution Date, for any Class of Certificates (other than the Class P 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 October 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, Group II Loans, Group III Loans, Group IV Loans, Group V Loans, Group VI Loans or Group VII 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; and
(xxii)	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 : 0.000% 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 September 30, 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 during the related Due Period at the Net Mortgage Rate and the denominator of which is the aggregate Principal Balance of the Group I Loans as of the first day of the related Due Period (or as of the Cut-Off Date with respect to the first Distribution Date) and (b) a fraction, the numerator of which is 360 and the denominator of which is the actual number of days which have elapsed in the related Interest Accrual Period. For any Distribution Date and the Group II Senior, Group IV Senior, Group V Senior and Group VI Senior Certificates is a rate per annum equal to the product of (x) a fraction, expressed as a percentage, the numerator of which is the amount of interest which accrued on the Loans in the related Loan Group during the related Due Period at the Net Mortgage Rate plus any amounts in the Capitalized Interest Account related to the Subsequent Loans related to such Loan Group and the denominator of which is the sum of (i) the aggregate Principal Balance of the Loans in the related Loan Group as of the first day of the related Due Period (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 related Loans and (y) 12. For any Distribution Date and the Group III Senior Certificates and Group VII Senior Certificates is a rate per annum equal to the product of (x) a fraction, expressed as a percentage, the numerator of

which is the amount of interest which accrued on the Loans in the related Loan Group during the related Due Period at the Net Mortgage Rate and the denominator of which is the aggregate Principal Balance of the Loans in the related Loan Group as of the first day of the related Due Period (or as of the Cut-Off Date with respect to the first Distribution Date) 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 weighted average of the Uncertificated REMIC III Pass-Through Rates on REMIC III Regular Interest LT-IA1 and REMIC III Regular Interest LT-IA2, 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 Certificates and Class II-A-2 Certificates, shall be expressed as the weighted average of the Uncertificated REMIC III Pass-Through Rates on REMIC III Regular Interest LT-IIA1 and REMIC III Regular Interest LT-IIA2, 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 III-A-1 Certificates and Class III-A-2 Certificates, shall be expressed as the weighted average of the Uncertificated REMIC III Pass-Through Rates on REMIC III Regular Interest LT-IIIA1 and REMIC III Regular Interest LT-IIIA2, 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 IV-A-1 Certificates and Class IV-A-2 Certificates, shall be expressed as the weighted average of the Uncertificated REMIC III Pass-Through Rates on REMIC III Regular Interest LT-IVA1 and REMIC III Regular Interest LT-IVA2, 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 V-A-1 Certificates and Class V-A-2 Certificates, shall be expressed as the weighted average of the Uncertificated REMIC III Pass-Through Rates on REMIC III Regular Interest LT-VA1 and REMIC III Regular Interest LT-VA2, 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 VI-A-1 Certificates and Class VI-A-2 Certificates, shall be expressed as the weighted average of the Uncertificated REMIC III Pass-Through Rates on REMIC III Regular Interest LT-VIA1 and REMIC III Regular Interest LT-VIA2, 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 VII-A-1 Certificates and Class VII-A-2 Certificates, shall be expressed as the weighted average of the Uncertificated REMIC III Pass-Through Rates on REMIC III Regular Interest LT-VIIA1 and REMIC III Regular Interest LT-VIIA2, 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 Class of 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 applicable 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 Class of 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 applicable 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 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.

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.

Optional Termination Date : The Distribution Date on which the aggregate Principal Balance of the Loans (and properties acquired in respect thereof) remaining in the Trust Fund is reduced to less than or equal to 5% of the aggregate Principal Balance of the Loans as of the Cut-off Date.

Original 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 $8,903.54.

Original Group IV Capitalized Interest Amount : The amount deposited by the Depositor in the Group IV Capitalized Interest Sub-Account on the Closing Date, which amount is $57,700.64.

O riginal Group V Capitalized Interest Amount : The amount deposited by the Depositor in the Group V Capitalized Interest Sub-Account on the Closing Date, which amount is $ 212,825.43.

O riginal Group VI Capitalized Interest Amount : The amount deposited by the Depositor in the Group VI Capitalized Interest Sub-Account on the Closing Date, which amount is $ 213,235.14.

Original 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 $1,935,975.00.

Original Group IV Pre-Funded Amount : The amount deposited by the Depositor in the Group IV Pre-Funding Sub-Account on the Closing Date, which amount is $12,211,498.02.

O riginal Group V Pre-Funded Amount : The amount deposited by the Depositor in the Group V Pre-Funding Sub-Account on the Closing Date, which amount is $49,459,156.98.

Original Group VI Pre-Funded Amount : The amount deposited by the Depositor in the Group V Pre-Funding Sub-Account on the Closing Date, which amount is $50,146,800.43.

Original Pre-Funded Amount : The sum of the Original Group II Pre-Funded Amount, Original Group IV Pre-Funded Amount, Original Group V Pre-Funded Amount and Original Group VI 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 October 2005, 4.1288% per annum, and with respect to any Distribution Date thereafter will be a per annum rate (adjusted for the actual number of days which have elapsed in the related Interest Accrual Period) equal to the lesser of (i) One Month LIBOR plus 0.31% per annum, in the case of each Distribution Date through and including Optional Termination Date, or One-Month LIBOR plus 0.62% per annum, in the case of any Distribution Date following the Optional Termination Date and (ii) the applicable Net WAC Pass-Through Rate for such 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 in the case of each Distribution Date through and including the Optional Termination Date and 0.62% per annum in the case of each Distribution Date thereafter 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 October 2005, 4.1688% per annum, and with respect to any Distribution Date thereafter will be a per annum rate (adjusted for the actual number of days which have elapsed in the related Interest Accrual Period) equal to the lesser of (i) One Month LIBOR plus 0.35% per annum, in the case of each Distribution Date through and including Optional Termination Date, or One-Month LIBOR plus 0.70% per annum, in the case of any Distribution Date following the Optional Termination Date and (ii) the applicable Net WAC Pass-Through Rate for such 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 0.35% per annum in the case of each Distribution Date through and including the Optional Termination Date and 0.70% per annum in the case of each Distribution Date thereafter 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 October 2005, 0.7617% per annum, and with respect to any Distribution Date thereafter, a per annum rate equal to 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. 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 through and including Optional Termination Date, or One-Month LIBOR plus 0.62% per annum, in the case of any Distribution Date following the Optional Termination Date, 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 0.35% per annum through