.POOLING AND SERVICING AGREEMENT Dated as of February 1, 2005

Pooling and Servicing Agreement

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DEUTSCHE ALT-A SECURITIES, INC

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Title: .POOLING AND SERVICING AGREEMENT Dated as of February 1, 2005
Governing Law: New York Date: 6/16/2005

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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 February 1, 2005

------------------------

Mortgage Pass-Through Certificates

Series 2005-2

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<PAGE>

<TABLE>

TABLE OF CONTENTS

<S> <C>

ARTICLE I DEFINITIONS..................................................................................

Section 1.1 Whenever used herein, the following words and phrases, unless the context otherwise

requires, shall have the meanings specified in this Article:.................................

Section 1.2 Allocation of Certain Interest Shortfall.....................................................

ARTICLE II CONVEYANCE OF TRUST FUND; ORIGINAL ISSUANCE OF CERTIFICATES..................................

Section 2.1 Conveyance of Trust Fund.....................................................................

Section 2.2 Acceptance by Trustee........................................................................

Section 2.3 Repurchase or Substitution of Loans..........................................................

Section 2.4 Authentication and Delivery of Certificates; Designation of Certificates as REMIC

Regular and Residual Interests...............................................................

Section 2.5 Representations and Warranties of the Master Servicer........................................

Section 2.6 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 and Interim 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 Funds................................................................................

Section 3.26 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 Uncertificated 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 AND THE CREDIT RISK MANAGER............................

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 Interim Servicers,

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 Duties of the Credit Risk Manager............................................................

Section 6.8 Limitation Upon Liability of the Credit Risk Manager.........................................

Section 6.9 Removal of the Credit Risk Manager...........................................................

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...................................................................

</TABLE>

EXHIBITS

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Exhibit A-1 - Form of Class I-A-[1] [3] [5] Certificates

Exhibit A-2 - Form of Class I-A-[2] [4] [6] Certificates

Exhibit A-3 - Form of Class I-A-7 Certificates

Exhibit A-4 - Form of Class II-A-1 Certificates

Exhibit A-5 - Form of Class II-A-2 Certificates

Exhibit A-6 - Form of Class II-A-3 Certificates

Exhibit A-7 - Form of Class M Certificates

Exhibit A-8 - Form of Class B-[1][2] Certificates

Exhibit A-9 - Form of Class B-[3][4][5] Certificates

Exhibit A-10 - Form of Class R Certificates

Exhibit B-1 - Form of Rule 144A Investment Letter

Exhibit B-2 - Form of Investment Letter (Non-Rule 144A)

Exhibit B-3 - Form of Regulation S Transfer Certificate

Exhibit B-4 - Form of Clearing System Certificate

Exhibit C - Form of Transfer Affidavit

Schedule One - Loan Schedule

Schedule Two - Prepayment Charge Schedule

Schedule Three - Servicing Advances Incurred Prior to Cut-Off Date

<PAGE>

This Pooling and Servicing Agreement, dated and effective as

of February 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. On the Closing Date, the Depositor will acquire the Certificates

from the Trust Fund as consideration for its transfer to the Trust Fund of the

Loans and certain other assets and will be the owner of the Certificates. The

Depositor has duly authorized the execution and delivery of this Agreement to

provide for the conveyance to the Trustee of the Loans and the issuance to the

Depositor of the Certificates representing in the aggregate the entire

beneficial ownership of the Trust Fund. All covenants and agreements made by the

Depositor, the Master Servicer, the Securities Administrator and the Trustee

herein with respect to the Loans and the other property constituting the Trust

Fund are for the benefit of the Holders from time to time of the Certificates.

The Depositor, the Master Servicer, the Securities Administrator and the Trustee

are entering into this Agreement, and the Trustee is accepting the trust created

hereby, for good and valuable consideration, the receipt and sufficiency of

which are hereby acknowledged.

The Certificates issued hereunder, other than the Junior

Subordinate Certificates, have been offered for sale pursuant to a Prospectus,

dated January 28, 2005, and a Prospectus Supplement, dated February 25, 2005 of

the Depositor (together, the "Prospectus"). The Junior Subordinate Certificates

have been offered for sale pursuant to a Private Placement Memorandum, dated

February 25, 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.

<PAGE>

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.

<TABLE>

Uncertificated Initial

REMIC I REMIC I Uncertificated Latest Possible

Regular Interest Designation Pass-Through Rate Principal Balance Maturity Date(1)

---------------------------- ----------------- ----------------- ----------------

LT-1SUB (2) $29,033.22 April 25, 2035

LT-1GRP (2) $523,119.92 April 25, 2035

LT-2SUB (2) $3,027.58 April 25, 2035

LT-2GRP (2) $54,550.48 March 25, 2020

LT-ZZZ (2) $577,060,572.39 April 25, 2035

LT-R (2) $100.00 April 25, 2035

</TABLE>

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(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 Group I Loans and Group II 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.

<PAGE>

REMIC II

As provided herein, the Trustee shall elect 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 shall 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.

<TABLE>

Uncertificated Initial

REMIC II REMIC II Uncertificated Latest Possible

Regular Interest Designation Pass-Through Rate Principal Balance Maturity Date(1)

---------------------------- ----------------- ----------------- ----------------

LT-IA1 (2) $210,000,000.00 April 25, 2035

LT-IA3 (2) $75,000,000.00 April 25, 2035

LT-IA5 (2) $110,269,700.00 April 25, 2035

LT-IA7 (2) $98,817,000.00 April 25, 2035

LT-IIA1 (2) $41,217,800.00 March 25, 2020

LT-IIA3 (2) $10,305,000.00 March 25, 2020

LT-ISUB (2) $29,033,221.68 April 25, 0035

LT-IISUB (2) $3,027,581.92 April 25, 2035

LT-R (2) $100.00 April 25, 2035

</TABLE>

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(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 Group I Loans and Group II 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.

<PAGE>

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". Component R-3 of the Class R Certificates shall

represent the sole Class of "residual interests" in REMIC III 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-3, constitute the entire beneficial interests

in REMIC III. 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 Group I Loan and Group II Loan with the latest maturity date:

<TABLE>

Initial aggregate

Certificate Assumed Final Maturity

Class Designation Principal Balance Initial Pass-Through Rate Date (1)

----------------- ----------------- ------------------------- --------

I-A-1 $ 210,000,000.00 LIBOR + 0.40% April 25, 2035

I-A-2 (2) (2) April 25, 2035

I-A-3 $ 75,000,000.00 LIBOR + 0.35% April 25, 2035

I-A-4 (3) (3) April 25, 2035

I-A-5 $ 110,269,700.00 LIBOR + 0.50% April 25, 2035

I-A-6 (4) (4) April 25, 2035

I-A-7 $ 98,817,000.00 (5) April 25, 2035

II-A-1 $ 41,217,800.00 LIBOR + 0.30% March 25, 2020

II-A-2 (6) (6) March 25, 2020

II-A-3 $ 10,305,000.00 (5) March 25, 2020

R $ 100.00 (5) April 25, 2035

M $ 13,575,300.00 (7) April 25, 2035

B-1 $ 6,643,200.00 (7) April 25, 2035

B-2 $ 3,754,900.00 (7) April 25, 2035

B-3 $ 2,310,700.00 (7) April 25, 2035

B-4 $ 2,021,800.00 (7) April 25, 2035

B-5 $ 3,754,903.00 (7) April 25, 2035

</TABLE>

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(1) The Distribution Date in the month after the maturity date for the

latest maturing Group I Loan and Group II Loans. 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

Group I Loan and Group II Loan with the latest maturity date has been

designated as the "latest possible maturity date" for each Class of

Certificates.

(2) The Class I-A-2 Certificates will accrue interest at the Pass-Through

Rate on the Notional Amount of the Class I-A-2 Certificates calculated

in accordance with the definition of "Notional Amount" herein. The

Class I-A-2 Certificates will not be entitled to distributions in

respect of principal.

(3) The Class I-A-4 Certificates will accrue interest at the Pass-Through

Rate on the Notional Amount of the Class I-A-4 Certificates calculated

in accordance with the definition of "Notional Amount" herein. The

Class I-A-4 Certificates will not be entitled to distributions in

respect of principal.

(4) The Class I-A-6 Certificates will accrue interest at the Pass-Through

Rate on the Notional Amount of the Class I-A-6 Certificates calculated

in accordance with the definition of "Notional Amount" herein. The

Class I-A-6 Certificates will not be entitled to distributions in

respect of principal.

(5) Calculated in accordance with the definition of "Pass-Through Rate"

herein.

(6) The Class II-A-2 Certificates will accrue interest at the Pass-Through

Rate on the Notional Amount of the Class II-A-2 Certificates calculated

in accordance with the definition of "Notional Amount" herein. The

Class II-A-2 Certificates will not be entitled to distributions in

respect of principal.

(7) Calculated in accordance with the definition of "Pass-Through Rate"

herein. The subordinate pass-through rate for the first Interest

Accrual Period is 5.8888%.

<PAGE>

W I T N E S S E T H

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In consideration of the mutual agreements herein contained,

the Depositor, the Master Servicer, the Securities Administrator and the Trustee

agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Whenever used herein, the following words and

phrases, unless the context otherwise requires, shall have the meanings

specified in this Article:

ACCEPTED MASTER SERVICING PRACTICES: With respect to any Loan,

those customary mortgage servicing practices of prudent mortgage servicing

institutions that master service mortgage loans of the same type and quality as

such Loan in the jurisdiction where the related Mortgaged Property is located,

to the extent applicable to the Master Servicer (except in its capacity as

successor to a Servicer).

ACCOUNT: The Distribution Account and any Protected Account as

the context may require.

ADVANCE: Either (i) a Monthly Advance made by a Servicer or an

Interim Servicer as such term is defined in and pursuant to the related

Servicing Agreement or (ii) an advance made by the Master Servicer pursuant to

Section 4.7.

AFFILIATE: With respect to any specified Person, any other

Person controlling or controlled by or under common control with such specified

Person. For the purposes of this definition, "control" when used with respect to

any specified Person means the power to direct the management and policies of

such Person, directly or indirectly, whether through the ownership of voting

securities, by contract or otherwise, and the terms "controlling" and

"controlled" have meanings correlative to the foregoing. The Trustee may obtain

and rely on an Officer's Certificate of a Servicer or the Depositor to determine

whether any Person is an Affiliate of such party.

AGGREGATE SENIOR PERCENTAGE: With respect to any Distribution

Date, the percentage equivalent of a fraction, the numerator of which is the

aggregate Certificate Principal Balance of the Group I Senior Certificates

(other than the Class I-A-2, Class I-A-4 and Class I-A-6 Certificates) and Group

II Senior Certificates (other than the Class II-A-2 Certificates) immediately

prior to that Distribution Date, and the denominator of which is the sum of the

Scheduled Principal Balances of the Group I Loans and Group II 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 Group I Loans and Group II Loans over the aggregate

Certificate Principal Balance of the Group I Senior Certificates (other than the

Class I-A-2, Class I-A-4 and Class I-A-6 Certificates) and Group II Senior

Certificates (other than the Class II-A-2 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 February 28, 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 February 28, 2005, among the

Seller, the Depositor and M&T pursuant to which the M&T Servicing Agreement was

assigned to the Depositor, (iii) the Assignment, Assumption and Recognition

Agreement, dated as of February 28, 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 February 28, 2005, among the Seller, the Depositor and Pinnacle Financial,

pursuant to which the Pinnacle Financial Servicing Agreement was assigned to the

Depositor, (v) the Assignment, Assumption and Recognition Agreement, dated as of

February 28, 2005, among the Seller, the Depositor and Pinnacle Direct, pursuant

to which the Pinnacle Direct Servicing Agreement was assigned to the Depositor,

(vi) the Assignment, Assumption and Recognition Agreement, dated as of February

28, 2005, among the Seller, the Depositor and First Financial, pursuant to which

the First Financial Servicing Agreement was assigned to the Depositor, and (vii)

the Assignment, Assumption and Recognition Agreement, dated as of February 28,

2005, among the Seller, the Depositor and Cameron, pursuant to which the Cameron

Servicing Agreement was assigned to the Depositor.

AUTHORIZED DENOMINATION: With respect to the Certificates

(other than the Residual Certificates), a minimum initial Certificate Principal

Balance or Notional Amount of $25,000 each and integral multiples of $1 in

excess thereof as set forth on the face thereof. With respect to the Class R

Certificates, one Certificate with a Percentage Interest equal to 100% as set

forth on the face thereof.

BANKRUPTCY COVERAGE: As of the Cut-Off Date, $100,000. The

Bankruptcy Coverage may be reduced upon written confirmation from each Rating

Agency that such reduction will not adversely affect the then current Ratings

assigned to the Certificates by each Rating Agency.

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-3, Class I-A-4, Class I-A-5, Class I-A-6, Class I-A-7, Class II-A-1, Class

II-A-2, Class II-A-3, 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.

CAMERON: Cameron Financial Group, a California corporation, or

any successor thereto.

CAMERON SERVICING AGREEMENT: Shall mean the Master Mortgage

Loan Purchase and Interim Servicing Agreement, dated as of January 1, 2005

between the Seller and Cameron (as modified pursuant to the related Assignment

Agreement).

CAP CONTRACTS: Shall mean (i) the Cap Contract between the

Trustee and Barclays Bank PLC, together with any successor thereto, for the

benefit of the Holders of the Class I-A-1 Certificates, (ii) the Cap Contract

between the Trustee and Deutsche Bank AG New York Branch, together with any

successor thereto, for the benefit of the Holders of the Class I-A-3

Certificates, (iii) the Cap Contract between the Trustee and Deutsche Bank AG

New York Branch, together with any successor thereto, for the benefit of the

Holders of the Class I-A-5 Certificates, and (iv) the Cap Contract between the

Trustee and Deutsche Bank AG New York Branch, together with any successor

thereto, for the benefit of the Holders of Class II-A-1 Certificates.

CERTIFICATE: Any one of the Certificates issued pursuant to

this Agreement, executed and authenticated by or on behalf of the Securities

Administrator hereunder in substantially one of the forms set forth in Exhibits

A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8, A-9 and A-10 hereto.

CERTIFICATE PRINCIPAL BALANCE: The Certificate Principal

Balance with respect to any Senior Certificate (other than the Class I-A-2,

Class I-A-4, Class I-A-6 and Class II-A-2 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 Group I Loans or Group II Loans, as applicable, and the other assets

in the Trust Fund. The Certificate Principal Balance of a Senior Certificate

(other than the Class I-A-2, Class I-A-4, Class I-A-6 and Class II-A-2

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, Group II Senior Certificates and Subordinate Certificates) shall

mean the aggregate Certificate Principal Balances of all Classes of Certificates

included in such group.

CERTIFICATE REGISTER: The register maintained pursuant to

Section 5.2.

CERTIFICATEHOLDER OR HOLDER: The person in whose name a

Certificate is registered in the Certificate Register, except that, solely for

the purposes of giving any consent pursuant to this Agreement, any Certificate

registered in the name of the Depositor, the Master Servicer, the Securities

Administrator, the Trustee or any Affiliate thereof shall be deemed not to be

outstanding and the Percentage Interest evidenced thereby shall not be taken

into account in determining whether the requisite percentage of Percentage

Interests necessary to effect any such consent has been obtained. The Trustee or

the Securities Administrator may conclusively rely upon a certificate of the

Depositor, the Seller or the Master Servicer in determining whether a

Certificate is held by an Affiliate thereof. All references herein to "Holders"

or "Certificateholders" shall reflect the rights of Certificate Owners as they

may indirectly exercise such rights through the Depository and participating

members thereof, except as otherwise specified herein; provided, however, that

the Trustee or the Securities Administrator shall be required to recognize as a

"Holder" or "Certificateholder" only the Person in whose name a Certificate is

registered in the Certificate Register.

CERTIFICATE OWNER: With respect to a Book-Entry Certificate or

Global Certificate, the Person who is the beneficial owner of such Certificate

as reflected on the books of the Depository or on the books of a Depository

Participant or on the books of an Indirect Depository Participant.

CLASS: All Certificates having the same priority and rights to

payments from the Group I Available Distribution Amount and/or Group II

Available Distribution Amount, as applicable, designated as a separate Class, as

set forth in the forms of Certificates attached hereto as Exhibits A-1, A-2,

A-3, A-4, A-5, A-6, A-7, A-8, A-9 and A-10, as applicable.

CLASS B CERTIFICATES: The Class B-1, Class B-2, Class B-3,

Class B-4 and Class B-5 Certificates.

CLASS I-A-1 RESERVE FUND: The separate trust account created

and maintained by the Securities Administrator pursuant to Section 3.25 of this

Agreement for the benefit of the Class I-A-1 Certificates.

CLASS I-A-3 RESERVE FUND: The separate trust account created

and maintained by the Securities Administrator pursuant to Section 3.25 of this

Agreement for the benefit of the Class I-A-3 Certificates.

CLASS I-A-5 RESERVE FUND: The separate trust account created

and maintained by the Securities Administrator pursuant to Section 3.25 of this

Agreement for the benefit of the Class I-A-5 Certificates.

CLASS I-A-7 LOCKOUT PERCENTAGE: For any Distribution Date

shall be equal to (1) the Certificate Principal Balance of the Class I-A-7

Certificates divided by (2) the aggregate Scheduled Principal Balance of all

Group I Loans as of the related Due Date.

CLASS I-A-7 LOCKOUT PRINCIPAL AMOUNT: For any Distribution

Date, the product of:

(1) the Class I-A-7 Lockout Percentage;

(2) the related Step Down Percentage; and

(3) the sum of the following for that Distribution Date:

(a) the Principal Distribution Amount with

respect to the Group I Loans;

(b) the Principal Prepayment Amount with respect

to the Group I Loans; and

the Group I Loans.

CLASS II-A-1 RESERVE FUND: The separate trust account created

and maintained by the Securities Administrator pursuant to Section 3.25 of this

Agreement for the benefit of the Class II-A-1 Certificates.

CLASS II-A-3 LOCKOUT PERCENTAGE: For any Distribution Date

shall be equal to (1) the Certificate Principal Balance of the Class II-A-3

Certificates divided by (2) the aggregate Scheduled Principal Balance of all

Group II Loans as of the related Due Date.

CLASS II-A-3 LOCKOUT PRINCIPAL AMOUNT: For any Distribution

Date, the product of:

(1) the Class II-A-3 Lockout Percentage;

(2) the related Step Down Percentage; and

(3) the sum of the following for that Distribution Date:

(a) the Principal Distribution Amount with

respect to the Group II Loans;

(b) the Principal Prepayment Amount with respect

to the Group II Loans; and

the Group II Loans.

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, societe anonyme

(formerly known as Cedelbank), a corporation organized under the laws of the

Duchy of Luxembourg.

CLOSING DATE: February 28, 2005.

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

COLLATERAL DEFICIENCY AMOUNT: With respect the Group I Loans

and Group II Loans 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 Group I Senior Certificates (other than the Class

I-A-2, Class I-A-4 and Class I-A-6 Certificates) or Group II Senior Certificates

(other than the Class II-A-2 Certificates), as applicable, after giving effect

to payments of principal (other than the related Collateral Deficiency Amount)

on that Distribution Date exceeds (ii) the Scheduled Principal Balance of the

Loans in the related Loan Group as of the last day of the related Due Period.

COMPENSATING INTEREST: For any Distribution Date (a) with

respect to the Loans serviced by National City, the aggregate Prepayment

Interest Shortfalls and Curtailment Shortfalls for such Loans for such

Distribution Date, (b) with respect to the Loans serviced by GreenPoint and M&T,

the lesser of (i) the aggregate Prepayment Interest Shortfalls for such Loans

for such Distribution Date and (ii) the aggregate Servicing Fee payable to such

Servicer for the related Due Period and (c) with respect to the Loans serviced

by an Interim Servicer, the amount set forth in the related Servicing Agreement.

COMPONENT R-1: The uncertificated residual interest in REMIC

COMPONENT R-2: The uncertificated residual interest in REMIC

II.

COMPONENT R-3: The uncertificated residual interest in REMIC

III.

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 2005-2 and (B) for all other purposes, Wells Fargo Bank,

National Association, 9062 Old Annapolis Road, Columbia, Maryland 21045,

Attention: DBALT 2005-2, 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.

CREDIT RISK MANAGEMENT AGREEMENT OR CREDIT RISK MANAGEMENT

AGREEMENTS: Each agreement between the Credit Risk Manager and a Servicer or the

Master Servicer, regarding the loss mitigation and advisory services to be

provided by the Credit Risk Manager.

CREDIT RISK MANAGEMENT FEE: The amount payable to the Credit

Risk Manager on each Distribution Date as compensation for all services rendered

by it in the exercise and performance of any and all powers and duties of the

Credit Risk Manager under any Credit Risk Management Agreement, which amount

shall equal one twelfth of the product of (i) the Credit Risk Management Fee

Rate multiplied by (ii) the Scheduled Principal Balance of the Loans and any

related REO Properties as of the first day of the related Due Period.

CREDIT RISK MANAGEMENT FEE RATE: 0.010% per annum.

CREDIT RISK MANAGER: The Murrayhill Company, a Colorado

corporation, and its successors and assigns.

CREDIT SUPPORT DEPLETION DATE: The Distribution Date on which

the aggregate Certificate Principal Balance of the Subordinate Certificates 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 Group I Senior Certificates

(other than the Class I-A-2, Class I-A-4 and Class I-A-6 Certificates) or the

Group II Senior Certificates (other than the Class II-A-2 Certificates) have

been reduced to zero and (ii) either (a) the Aggregate Subordinate Percentage is

less than 200% times the Aggregate Subordinate Percentage as of the Closing

Date, or (b) the aggregate Principal Balance of the Group I Loans and Group II

Loans (including Group I Loans and Group II Loans in bankruptcy, foreclosure and

REO) which are 60 or more days delinquent (averaged over the preceding six-month

period), as a percentage of the Aggregate Subordinate Amount, is equal to or

greater than 50% as of such Distribution Date.

CURTAILMENT: Any voluntary payment of principal on a Loan,

made by or on behalf of the related Mortgagor, other than a Monthly Payment, a

Prepaid Monthly Payment or a Payoff, which is applied to reduce the outstanding

Principal Balance of the Loan.

CURTAILMENT SHORTFALL: With respect to any Distribution Date

and any Curtailment received during the related Prepayment Period, an amount

equal to one month's interest on such Curtailment at the applicable Net Mortgage

Rate on such Loan.

CUSTODIAL AGREEMENT: The Custodial Agreement dated as of

February 28, 2005, among the Trustee, Wells Fargo as Custodian, National City,

M&T and GreenPoint as such agreement may be amended or supplemented from time to

time, or any other custodial agreement entered into after the date hereof with

respect to any Loan subject to this Agreement.

CUSTODIAN: Either Wells Fargo or any other custodian appointed

under any custodial agreement entered into after the date of this Agreement.

CUT-OFF DATE: February 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 and Interim

Servicer, the day of the month set forth as the Determination Date in the

related Servicing Agreement.

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 trust account or accounts created

and maintained by the Securities Administrator pursuant to Section 3.23, for the

benefit of the related 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 2005-2."

Funds in the Distribution Account shall be held in trust for the related

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 March 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 and the

Loans, (a) with respect to the Loans serviced by GreenPoint and National City,

the period commencing on the second day of the month immediately preceding the

month in which such Distribution Date occurs, (b) with respect to the Loans

serviced by M&T, the calendar month preceding the month in which such

Distribution Date occurs, and (c) with respect to the Loans serviced by an

Interim Servicer, the period set forth in the related Servicing Agreement.

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 applicable Servicer,

the Trustee, the Master Servicer, the Securities Administrator or any of their

respective Affiliates and having at the time of purchase, or at such other time

as may be specified, the required ratings, if any, provided for in this

definition:

(a) direct obligations of, or guaranteed as to full and timely

payment of principal and interest by, the United States or any agency or

instrumentality thereof, provided, that such obligations are backed by the full

faith and credit of the United States of America;

(b) direct obligations of, or guaranteed as to timely payment

of principal and interest by, Freddie Mac, Fannie Mae or the Federal Farm Credit

System, provided, that any such obligation, at the time of purchase or

contractual commitment providing for the purchase thereof, is qualified by each

Rating Agency as an investment of funds backing securities rated "AAA" in the

case of S&P and Moody's (the initial rating of the Senior Certificates);

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

excess of the Special Hazard Coverage, a Fraud Loss incurred on a Loan in excess

of the Fraud Coverage and a Bankruptcy Loss incurred on a Loan 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.

FIRST FINANCIAL: First Financial Equities, Inc., a New York

corporation, or any successor thereto.

FIRST FINANCIAL SERVICING AGREEMENT: Shall mean the Master

Mortgage Loan Purchase and Interim Servicing Agreement, dated as of February 1,

2005, between the Seller and First Financial (as modified pursuant to the

related Assignment Agreement).

FITCH: Fitch Ratings or any successor thereto.

FRAUD COVERAGE: As of the Cut-Off Date, will be approximately

$10,462.398.43 with respect to the Group I Loans and $1,091,009.64 with respect

to the Group II Loans. As of any date of determination after the Cut-Off Date,

the Fraud Coverage will generally be equal to:

(1) before the second Anniversary, an amount equal to:

(a) 2.00% of the aggregate Principal Balance of

the Group I Loans and Group II Loans as of

the Cut-Off Date, minus

(b) the aggregate amounts allocated to the

Certificates with respect to Fraud Losses on

the Group I Loans and Group II Loans up to

such date of determination;

(2) from the second to and including the fifth

Anniversary, an amount equal to:

(a) 1.00% of the aggregate Principal Balance of

the Group I Loans and Group II Loans as of

the Cut-Off Date, minus

(b) the aggregate amounts allocated to the

Certificates with respect to Fraud Losses on

the Group I Loans and Group II Loans up to

such date of determination;

(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.

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).

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 Interim Servicer and 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;

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

Interim Servicer or 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;

(f) reinvestment income on the balance of funds,

if any, in the Protected Accounts or the

Distribution Account;

(g) any fees payable to the Interim Servicers,

the Master Servicer (including any Master

Servicing Fees), the Servicers and the

Credit Risk Manager 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 an Interim Servicer, 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 an Interim Servicer, a Servicer

and/or the Master Servicer for that Distribution

Date; and

(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 Mortgage Loan Seller.

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-3, Class I-A-4, Class I-A-5, Class I-A-6 and Class I-A-7 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 Interim Servicer and 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), 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;

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

Interim Servicer or 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;

(f) reinvestment income on the balance of funds,

if any, in the Protected Accounts or the

Distribution Account;

(g) any fees payable to the Interim Servicers,

the Master Servicer (including any Mater

Servicing Fees), the Servicers and the

Credit Risk Manager 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; and

(h) all Prepayment Charges received in

connection with the Group II Loans;

(2) All Advances made by an Interim Servicer, 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 an Interim Servicer, a Servicer

and/or the Master Servicer for that Distribution

Date; and

(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 Mortgage Loan Seller.

GROUP II LOANS: Those Loans having original terms to maturity

of not greater than fifteen (15) years and identified on the Loan Schedule as

Group II Loans.

GROUP II SENIOR CERTIFICATES: The Class II-A-1, Class II-A-2,

Class II-A-3 and Class R Certificates.

INDEPENDENT: When used with respect to any specified Person,

any such Person who (i) is in fact independent of the Depositor, each Servicer,

the Master Servicer and the Securities Administrator, (ii) does not have any

direct financial interest or any material indirect financial interest in the

Depositor, Servicer, the Master Servicer or the Securities Administrator or any

Affiliate of either and (iii) is not connected with the Depositor, any Servicer,

the Master Servicer or the Securities Administrator as an officer, employee,

promoter, underwriter, trustee, partner, director or person performing similar

functions.

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.

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 Group I Senior Certificates

(other than the Class I-A-7 Certificates) and the Group II Senior Certificates

(other than the Class II-A-3 Certificates), (a) as to the Distribution Date in

March 2005, the period commencing on February 25, 2005, and ending on the day

preceding the Distribution Date in March 2005, and (b) as to any Distribution

Date after the Distribution Date in March 2005, the period commencing on the

Distribution Date in the month immediately preceding the month in which that

Distribution Date occurs and ending on the day preceding that Distribution Date.

The Interest Accrual Period for the Class I-A-7, Class II-A-3 and Subordinate

Certificates will be the calendar month preceding the month in which that

Distribution Date occurs. Interest on the Certificates will be calculated based

on a 360-day year consisting of twelve 30-day months regardless of the actual

number of days in the related Interest Accrual Period.

INTEREST DISTRIBUTION AMOUNT: On any Distribution Date, for

any Class of Certificates, the sum of (i) interest accrued on the related

Certificate which shall be equal to (a) the product of (1) 1/12th of the

Pass-Through Rate for such Class and (2) the aggregate Certificate Principal

Balance or Notional Amount, as applicable, for such Class before giving effect

to allocations of Realized Losses in connection with such Distribution Date or

distributions to be made on such Distribution Date, reduced by (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.

INTERIM SERVICER: Any of Cameron, First Financial, Pinnacle

Direct or Pinnacle Financial.

INVESTMENT WITHDRAWAL DISTRIBUTION DATE: 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

April 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 Group I Senior Certificates (other than the Class I-A-7

Certificates) and the Group II Senior Certificates (other than the Class II-A-3

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

Group I Senior Certificates (other than the Class I-A-7 Certificates) and Group

II Senior Certificates (other than the Class II-A-3 Certificates) by the

Securities Administrator shall (in the absence of manifest error) be final,

conclusive and binding upon each Holder of a Group I Senior Certificates (other

than the Class I-A-7 Certificates) and Group II Senior Certificates (other than

the Class II-A-3 Certificates) 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 Interim

Servicer or Servicer, as applicable, 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 Interim Servicer or Servicer, as

applicable, 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

an Interim Servicer, a Servicer or the Master Servicer.

LOAN DOCUMENTS: The documents evidencing or relating to each

Loan delivered to the Custodian under the Custodial Agreement on behalf of the

Trustee.

LOAN GROUP: The Group I Loans or Group II Loans, as

applicable.

LOAN SCHEDULE: The schedule, as amended from time to time, of

Loans, attached hereto as Schedule One, which shall set forth as to each Loan

the following, among other things:

(i) the loan number of the Loan and name of the related

Mortgagor;

(ii) the street address of the Mortgaged Property

including city, state and zip code;

(iii) the Mortgage Interest Rate as of the Cut-Off Date;

(iv) the original term and maturity date of the related

Mortgage Note;

(v) the original Principal Balance;

(vi) the first payment date;

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

(viii) the date of the last paid installment of interest;

(ix) the unpaid Principal Balance as of the close of

business on the Cut-Off Date;

(x) the Loan-to-Value ratio at origination;

(xi) the type of property and the Original Value of the

Mortgaged Property;

(xii) whether a primary mortgage insurance policy is in

effect as of the Cut-Off Date;

(xiii) the nature of occupancy at origination; and

(xiv) the related Loan Group.

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".

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.

M&T: M&T Mortgage Corporation, a New York banking corporation,

or any successor thereto.

M&T SERVICING AGREEMENT: The Interim Servicing and Servicing

Rights Purchase Agreement, dated as of March 1, 2004 between the Seller and M&T

(as modified pursuant to the related Assignment Agreement).

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: 0.002% per annum.

MASTER SERVICING COMPENSATION: As defined in Section 3.14(b).

MONTHLY ADVANCE: As to any Mortgage Loan or REO Property, any

advance made by an Interim Servicer or 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: For any Loan, the per annum rate at

which interest accrues on such Loan pursuant to the terms of the related

Mortgage Note without regard to any reduction thereof as a result of the Relief

Act.

MORTGAGE LOAN PURCHASE AGREEMENT: The Mortgage Loan Purchase

Agreement dated as of February 28, 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

Credit Risk Management Fee Rate.

NET WAC PASS THROUGH RATE: The Net WAC Pass Through Rate for

any Distribution Date and the Class I-A-1, Class I-A-3 and Class I-A-5

Certificates is a rate per annum equal to the weighted average of the Net

Mortgage Rates of the then outstanding Group I Loans, weighted based on their

Scheduled Principal Balances as of the first day of the calendar month preceding

the month in which the Distribution Date occurs. For federal income tax

purposes, the equivalent of the foregoing shall be expressed as the weighted

average of the Uncertificated REMIC II Pass-Through Rate on REMIC II Regular

Interest LT-IA1, REMIC II Regular Interest LT-IA3, REMIC II Regular Interest

LT-IA5 and REMIC II Regular Interest LT-IA7, weighted on the basis of the

Uncertificated Principal Balance of each such REMIC II Regular Interest.

The Net WAC Pass Through Rate for any Distribution Date and

the Class II-A-1 Certificates is a rate per annum equal to the weighted average

of the Net Mortgage Rates of the then outstanding Group II Loans, weighted based

on their Scheduled Principal Balances as of the first day of the calendar month

preceding the month in which the Distribution Date occurs. For federal income

tax purposes, the equivalent of the foregoing shall be expressed as the weighted

average of the Uncertificated REMIC II Pass-Through Rate on REMIC II Regular

Interest LT-IIA1 and REMIC II Regular Interest LT-IIA3, weighted on the basis of

the Uncertificated Principal Balance of each such REMIC II Regular Interest.

The Net WAC Pass Through Rate for any Distribution Date and

the Subordinate Certificates is a rate per annum equal to the weighted average

of the Net Mortgage Rates of the Group I Loans and the Group II Loans (weighted

on the basis of the results of subtracting from the aggregate Principal Balance

of each Loan Group the current aggregate Certificate Principal Balance of the

related Senior Certificates (other than the Class I-A-2, Class I-A-4, Class

I-A-6 and Class II-A-2 Certificates), as of the first day of the calendar month

preceding the month in which the Distribution Date occurs). For federal income

tax purposes, the equivalent of the foregoing shall be expressed as the weighted

average of the Uncertificated REMIC II Pass-Through Rates on REMIC II Regular

Interest LT-ISUB and REMIC II Regular Interest LT-IISUB, weighted on the basis

of the Uncertificated Principal Balance of each such REMIC II Regular Interest.

NET WAC RATE CARRYOVER AMOUNT: Will be (a) with respect to the

Class I-A-1 Certificates and any Distribution Date on which the Class I-A-1

Pass-Through Rate is limited to the related Net WAC Pass-Through Rate, an amount

equal to the sum of (i) the excess of (x) the amount of interest such Class

I-A-1 Certificates would have been entitled to receive on such Distribution Date

had the applicable Net WAC Pass-Through Rate not been applicable to such

Certificates on such Distribution Date over (y) the amount of interest paid on

such Distribution Date at the applicable Net WAC Pass-Through Rate plus (ii) the

Net WAC Rate Carryover Amount for the previous Distribution Date not previously

distributed together with interest thereon at a rate equal to the Class I-A-1

Pass-Through Rate for the most recently ended Interest Accrual Period determined

without taking into account the applicable Net WAC Pass-Through Rate; (b) with

respect to the Class I-A-3 Certificates and any Distribution Date on which the

Class I-A-3 Pass-Through Rate is limited to the related Net WAC Pass-Through

Rate, an amount equal to the sum of (i) the excess of (x) the amount of interest

such Class I-A-3 Certificates would have been entitled to receive on such

Distribution Date had the related Net WAC Pass-Through Rate not been applicable

to such Certificates on such Distribution Date over (y) the amount of interest

paid on such Distribution Date at the related Net WAC Pass-Through Rate and (ii)

the Net WAC Rate Carryover Amount for the previous Distribution Date not

previously distributed, together with interest thereon at a rate equal to the

Class I-A-3 Pass-Through Rate for the most recently ended Interest Accrual

Period determined without taking into account the related Net WAC Pass-Through

Rate; (c) with respect to the Class I-A-5 Certificates and any Distribution Date

on which the Class I-A-5 Pass-Through Rate is limited to the related Net WAC

Pass-Through Rate, an amount equal to the sum of (i) the excess of (x) the

amount of interest such Class I-A-5 Certificates would have been entitled to

receive on such Distribution Date had the related Net WAC Pass-Through Rate not

been applicable to such Certificates on such Distribution Date over (y) the

amount of interest paid on such Distribution Date at the related Net WAC

Pass-Through Rate and (ii) the Net WAC Rate Carryover Amount for the previous

Distribution Date not previously distributed, together with interest thereon at

a rate equal to the Class I-A-5 Pass-Through Rate for the most recently ended

Interest Accrual Period determined without taking into account the related Net

WAC Pass-Through Rate; and (d) with respect to the Class II-A-1 Certificates and

any Distribution Date on which the Class II-A-1 Pass-Through Rate is limited to

the related Net WAC Pass-Through Rate, an amount equal to the sum of (i) the

excess of (x) the amount of interest such Class II-A-1 Certificates would have

been entitled to receive on such Distribution Date had the related Net WAC

Pass-Through Rate not been applicable to such Certificates on such Distribution

Date over (y) the amount of interest paid on such Distribution Date at the

related Net WAC Pass-Through Rate and (ii) the Net WAC Rate Carryover Amount for

the previous Distribution Date not previously distributed, together with

interest thereon at a rate equal to the Class II-A-1 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 or Interim 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, Interim 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-2 Certificates

and any Distribution Date, an amount equal to the Certificate Principal Balance

of the Class I-A-1 Certificates. For federal income tax purposes the Notional

Amount of the Class I-A-2 Certificates will equal the Uncertificated Principal

Balance of REMIC II Regular Interest LT-IA1.

With respect to the Class I-A-4 Certificates and any

Distribution Date, an amount equal to the Certificate Principal Balance of the

Class I-A-3 Certificates. For federal income tax purposes the Notional Amount of

the Class I-A-4 Certificates will equal the Uncertificated Principal Balance of

REMIC II Regular Interest LT-IA3.

With respect to the Class I-A-6 Certificates and any

Distribution Date, an amount equal to the Certificate Principal Balance of the

Class I-A-5 Certificates. For federal income tax purposes the Notional Amount of

the Class I-A-6 Certificates will equal the Uncertificated Principal Balance of

REMIC II Regular Interest LT-IA5.

With respect to the Class II-A-2 Certificates and any

Distribution Date, an amount equal to the Certificate Principal Balance of the

Class II-A-1 Certificates. For federal income tax purposes the Notional Amount

of the Class II-A-2 Certificates will equal the Uncertificated Principal Balance

of REMIC II Regular Interest LT-IIA1.

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, an Interim Servicer,

a Servicer, the Securities Administrator or the Master Servicer, acceptable to

the Trustee, except that any opinion of counsel relating to (a) the

qualification of any REMIC as a REMIC or (b) compliance with the REMIC

Provisions must be an opinion of Independent counsel.

ORIGINAL 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 March 2005, approximately 3.00% per

annum, and with respect to any Distribution Date thereafter, a per annum rate

equal to the lesser of (a) One-Month LIBOR plus 0.40% per annum and (b) the

weighted average of the Net Mortgage Rates of the Group I Loans for the related

Distribution Date. For federal income tax purposes, the Pass-Through Rate on the

Class I-A-1 Certificates will equal the lesser of (a) One-Month LIBOR plus 0.40%

per annum and (b) the related Net WAC Pass-Through Rate.

With respect to the Class I-A-2 Certificates and the

Distribution Date in March 2005, approximately 2.9447% per annum, and with

respect to any Distribution Date thereafter, a per annum rate equal to the

excess, if any, of the weighted average of the Net Mortgage Rates of the Group I

Loans over One-Month LIBOR plus 0.40% per annum. For federal income tax

purposes, the Pass-Through Rate on the Class I-A-2 Certificates will equal (i)

the excess, if any, of (a) the Uncertificated REMIC II Pass-Through Rate on

REMIC II Regular Interest LT-IA1 over (b) One-Month LIBOR plus 0.40% per annum.

With respect to the Class I-A-3 Certificates and the

Distribution Date in March 2005, approximately 2.95% per annum, and with respect

to any Distribution Date thereafter, will be a per annum rate equal to the least

of (a) One-Month LIBOR plus 0.35% per annum, (b) the weighted average of the Net

Mortgage Rates of the Group I Loans for the related Distribution Date and (c)

6.25% per annum, with respect to the first twelve Distribution Dates and 8.50%

per annum, with respect to any Distribution Date thereafter. For federal income

tax purposes, the Pass-Through Rate on the Class I-A-3 Certificates will equal

the least of (a) One-Month LIBOR plus 0.35% per annum, (b) the Uncertificated

REMIC II Pass-Through Rate on REMIC II Regular Interest LT-IA3 and (c) 6.25% per

annum, with respect to the first twelve Distribution Dates and 8.50% per annum,

with respect to any Distribution Date thereafter.

With respect to the Class I-A-4 Certificates and the

Distribution Date in March 2005, approximately 2.9947% per annum, and with

respect to any Distribution Date thereafter, a per annum rate equal to the

excess, if any, of the weighted average of the Net Mortgage Rates of the Group I

Loans for the related Distribution Date over the lesser of (i) One-Month LIBOR

plus 0.35% per annum and (ii) 6.25% per annum, with respect to the first twelve

Distribution Dates and 8.50% per annum, with respect to any Distribution Date

thereafter. For federal income tax purposes, the Pass-Through Rate on the Class

I-A-4 Certificates will equal (i) the excess, if any, of (a) the Uncertificated

REMIC II Pass-Through Rate on REMIC II Regular Interest LT-IA3 over (b) the

lesser of (i) One-Month LIBOR plus 0.35% per annum and (ii) 6.25% per annum,

with respect to any Distribution Date thereafter.

With respect to the Class I-A-5 Certificates and the

Distribution Date in March 2005, approximately 3.10% per annum, and with respect

to any Distribution Date thereafter, a per annum rate equal to the lesser of (a)

One-Month LIBOR plus 0.50% per annum and (b) the weighted average of the Net

Mortgage Rates of the Group I Loans for the related Distribution Date. For

federal income tax purposes, the Pass-Through Rate on the Class I-A-5

Certificates will equal the lesser of (a) One-Month LIBOR plus 0.50% per annum

and (b) the related Net WAC Pass-Through Rate.

With respect to the Class I-A-6 Certificates and the

Distribution Date in March 2005, approximately 2.8447% per annum, and as to any

Distribution Date thereafter, a per annum rate equal to the excess, if any, of

the weighted average of the Net Mortgage Rates of the Group I Loans for the

related Distribution Date over One-Month LIBOR plus 0.50% per annum. For federal

income tax purposes, the Pass-Through Rate on the Class I-A-6 Certificates will

equal (i) the excess, if any, of (a) the Uncertificated REMIC II Pass-Through

Rate on REMIC II Regular Interest LT-IA5 over (b) One-Month LIBOR plus 0.50% per

annum.

With respect to the Class I-A-7 Certificates and the

Distribution Date in March 2005, approximately 5.9447% per annum, and with

respect to any Distribution Date thereafter, a per annum rate equal to the

weighted average of the Net Mortgage Rates of the Group I Loans for the related

Distribution Date. For federal income tax purposes, the Pass-Through Rate on the

Class I-A-7 Certificates will equal the Uncertificated REMIC II Pass-Through

Rate on REMIC II Regular Interest LT-IA7.

With respect to the Class II-A-1 Certificates and the

Distribution Date in March 2005, approximately 2.90% per annum, and with respect

to any Distribution Date thereafter, a per annum rate equal to lesser of (a)

One-Month LIBOR plus 0.30% per annum and (b) the weighted average of the Net

Mortgage Rates of the Group II Loans for the related Distribution Date. For

federal income tax purposes, the Pass-Through Rate on the Class II-A-1

Certificates will equal the lesser of (a) One-Month LIBOR plus 0.30% per annum

and (b) the related Net WAC Pass-Through Rate.

With respect to the Class II-A-2 Certificates and the

Distribution Date in March 2005, approximately 2.4532% per annum, and with

respect to any Distribution thereafter, a per annum rate equal to the excess, if

any, of the weighted average of the Net Mortgage Rates of the Group II Loans for

the related Distribution Date over (i) One-Month LIBOR plus 0.30% per annum. For

federal income tax purposes, the Pass-Through Rate on the Class II-A-2

Certificates will equal (i) the excess, if any, of (a) the Uncertificated REMIC

II Pass-Through Rate on REMIC II Regular Interest LT-II-A-2 over (b) One-Month

LIBOR plus 0.30% per annum.

With respect to the Class II-A-3 Certificates and the

Distribution Date in March 2005, approximately 5.3532% per annum, and with

respect to any Distribution Date thereafter, a per annum rate equal to the

weighted average of the Net Mortgage Rates of the Group II Loans for the related

Distribution Date. For federal income tax purposes, the Pass-Through Rate on the

Class II-A-3 Certificates will equal the Uncertificated REMIC II Pass-Through

Rate on REMIC II Regular Interest LT-IIA3.

With respect to the Subordinate Certificates and the

Distribution Date in March 2005, approximately 5.8888% per annum, and with

respect to any Distribution Date thereafter, will be a per annum rate equal to

the weighted average of the Net Mortgage Rates of the Group I Loans and the

Group II Mortgage Loans for the related Distribution Date (weighted on the basis

of the results of subtracting from the aggregate Principal Balance of each Loan

Group the current aggregate Certificate Principal Balance of the related Senior

Certificates (other than the Class I-A-2, Class I-A-4, Class I-A-6, and Class

II-A-2 Certificates)). For federal income tax purposes, the Pass-Through Rate on

the Subordinate Certificates will equal the weighted average of the

Uncertificated REMIC II Pass-Through Rates on REMIC II Regular Interest LT-ISUB

and REMIC II Regular Interest LT-IISUB.

PAYOFF: Any voluntary payment of principal on a Loan by a

Mortgagor equal to the entire outstanding Principal Balance of such Loan, if

received in advance of the last scheduled Due Date for such Loan and is not

accompanied by scheduled interest due on any date or dates in any month or

months subsequent to the month of such payment-in-full.

PERCENTAGE INTEREST: With respect to any Class of Certificates

(other than the Residual Certificates) and any date of determination, the

undivided percentage ownership in such Class evidenced by such Certificate,

expressed as a percentage, the numerator of which is the initial Certificate

Principal Balance or Notional Amount represented by such Certificate and the

denominator of which is the aggregate initial Certificate Principal Balance or

Notional Amount of all of the Certificates of such Class. Each Certificate is

issuable only in minimum Percentage Interests corresponding to the Authorized

Denomination of the related Class of Certificates; provided, however, that a

single Certificate of each such Class of Certificates may be issued having a

Percentage Interest corresponding to the remainder of the aggregate initial

Certificate Principal Balance or Notional Amount of such Class or to an

otherwise Authorized Denomination for such Class plus such remainder. With

respect to any Residual Certificate, the undivided percentage ownership in such

Class evidenced by such Certificate, is as set forth on the face of such

Certificate.

PERMITTED TRANSFEREE: With respect to the holding or ownership

of any Residual Certificate, any Person other than (i) the United States, a

State or any political subdivision thereof, or any agency or instrumentality of

any of the foregoing, (ii) a foreign government or International Organization,

or any agency or instrumentality of either of the foregoing, (iii) an

organization (except certain farmers' cooperatives described in Code Section

521) which is exempt from the taxes imposed by Chapter 1 of the Code (unless

such organization is subject to the tax imposed by Section 511 of the Code on

unrelated business taxable income), (iv) rural electric and telephone

cooperatives described in Code Section 1381(a)(2)(C), (v) any electing large

partnership under Section 775 of the Code, (vi) any Person from whom the Trustee

or the Securities Administrator has not received an affidavit to the effect that

it is not a "disqualified organization" within the meaning of Section 860E(e)(5)

of the Code, and (vii) any other Person so designated by the Depositor based

upon an Opinion of Counsel (which shall not be an expense of the Securities

Administration or the Trustee) that the transfer of an Ownership Interest in a

Residual Certificate to such Person may cause any REMIC hereunder to fail to

qualify as a REMIC at any time that the Certificates are outstanding. The terms

"United States," "State" and "International Organization" shall have the

meanings set forth in Code Section 7701 or successor provisions. A corporation

shall not be treated as an instrumentality of the United States or of any State

or political subdivision thereof if all of its activities are subject to tax,

and, with the exception of Freddie Mac, a majority of its board of directors is

not selected by such governmental unit.

PERSON: Any individual, corporation, limited liability

company, partnership, joint venture, association, joint-stock company, trust,

unincorporated organization or government or any agency or political subdivision

thereof.

PINNACLE DIRECT: Pinnacle Direct Funding Corporation, a

Florida corporation, or any successor thereto.

PINNACLE DIRECT SERVICING AGREEMENT: The Amended and Restated

Master Mortgage Loan Purchase and Interim Servicing Agreement, date as of

November 1, 2004 between the Seller and Pinnacle Direct (as modified pursuant to

the related Assignment Agreement).

PINNACLE FINANCIAL: Pinnacle Financial Corporation, a Florida

corporation, or any successor thereto.

PINNACLE FINANCIAL SERVICING AGREEMENT: The Amended and

Restated Master Mortgage Loan Purchase and Interim Servicing Agreement, date as

of January 1, 2005 between the Seller and Pinnacle Financial (as modified

pursuant to the related Assignment Agreement).

PLAN: As defined in Section 5.2.

PLAN ASSETS: As defined in Section 5.2.

PREPAID MONTHLY PAYMENT: Any Monthly Payment received prior to

its scheduled Due Date, which is intended to be applied to a Loan on its

scheduled Due Date and held in the related Protected Account until the related

Servicer Remittance Date following its scheduled Due Date.

PREPAYMENT CHARGE: With respect to any Principal Prepayment,

any prepayment premium, penalty or charge payable by a Mortgagor in connection

with any Principal Prepayment on a Loan pursuant to the terms of the related

Mortgage Note.

PREPAYMENT CHARGE SCHEDULE: As of any date, the list of Loans

providing for a Prepayment Charge included in the Trust Fund on such date,

attached hereto as Schedule Two (including the prepayment charge summary

attached thereto). The Depositor shall deliver or cause the delivery of the

Prepayment Charge Schedule to the Master Servicer, the Trustee and the Credit

Risk Manager on the Closing Date. The Prepayment Charge Schedule shall set forth

the following information with respect to each Prepayment Charge:

(i) the Loan identifying number;

(ii) a code indicating the type of Prepayment Charge;

(iii) the date on which the first Monthly Payment was due

on the related Mortgaged Loan;

(iv) the term of the related Prepayment Charge;

(v) the original Principal Balance of the related Loan;

and

(vi) the Principal Balance of the related Loan as of the

Cut-Off Date.

PREPAYMENT INTEREST SHORTFALL: For any Distribution Date and

any Loan on which a Payoff was made by a Mortgagor during the related Prepayment

Period, an amount equal to one month's interest at the applicable Net Mortgage

Rate on such Loan less the amount of interest actually paid by the Mortgagor

with respect to such Payoff.

PREPAYMENT PERIOD: For any Distribution Date is (i) with

respect to the Loans serviced by National City, the period commencing on the

second day of the month preceding the month in which such Distribution Date

occurs and ending on the first day of the month in which such Distribution Date

occurs, (ii) with respect to the Loans serviced by M&T, the period commencing on

the 16th day of the month preceding the month in which such Distribution Date

occurs and ending on the 15th day of the month in which such Distribution Date

occurs with respect to Payoffs, and the calendar month immediately preceding the

month in which such Distribution Date occurs with respect to Curtailments, (iii)

with respect to the Loans serviced by GreenPoint, the calendar month immediately

preceding the month in which such Distribution Date occurs, and (iv) with

respect to the Loans serviced by an Interim Servicer, as set forth in the

related Servicing Agreement.

PRINCIPAL BALANCE: For any Loan and at the time of any

determination, the principal balance of such Loan remaining to be paid at the

close of business on the Cut-Off Date, after deduction of all principal payments

due on or before the Cut-Off Date whether or not received, reduced by the

principal portion of all amounts received with respect to such Loan after the

Cut-Off Date and distributed or to be distributed to Certificateholders through

the Distribution Date in the month of such determination. In the case of a

Substitute Loan, "Principal Balance" shall mean, at the time of any

determination, the principal balance of such Substitute Loan on the related

Cut-Off Date, reduced by the principal portion of all amounts received with

respect to such Loan after the Cut-Off Date and distributed or to be distributed

to Certificateholders through the Distribution Date in the month of

determination. The Principal Balance of a Liquidated Loan shall be zero.

PRINCIPAL DISTRIBUTION AMOUNT: With respect to any

Distribution Date and a Loan Group, the sum of:

(1) scheduled principal payments on the Group I Loans or

Group II Loans, as applicable, due during the related

Due Period;

(2) the principal portion of repurchase proceeds received

with respect to the Group I Loans or Group II Loans,

as applicable, which were repurchased as permitted or

required by this Agreement during the related

Prepayment Period; and

(3) any other unscheduled payments of principal which

were received on the Group I Loans or Group II Loans,

as applicable, during the related Prepayment Period,

other than Payoffs, Curtailments or Liquidation

Principal.

PRINCIPAL PREPAYMENT: Any payment of principal on a Loan which

constitutes a Payoff or a Curtailment.

PRINCIPAL PREPAYMENT AMOUNT: On any Distribution Date and for

any Loan Group, the sum of (i) Curtailments received during the related

Prepayment Period, (ii) Payoffs received during the related Prepayment Period

and (iii) Subsequent Recoveries received during the related Prepayment Period.

PRO RATA ALLOCATION: On any Distribution Date with respect to

(i) the allocation of the principal portion of certain losses relating to a

Group I Loan or Group II Loan to the related Senior Certificates (other than the

Class I-A-2, Class I-A-4, Class I-A-6 and Class II-A-2 Certificates) and/or to

the Subordinate Certificates, as applicable, pro rata, according to their

respective aggregate Certificate Principal Balances on such date of allocation;

and (ii) the allocation of the interest portion of certain losses relating to a

Group I Loan or Group II Loan to the related Senior Certificates and/or to the

Subordinate Certificates, as applicable, pro rata, first according to the

Interest Distribution Amounts due to such Classes on such date of allocation in

reduction thereof until the amount accrued but unpaid on such Distribution Date

has been reduced to zero and then, pro rata, according to their respective

aggregate Certificate Principal Balances on such date of allocation in reduction

thereof until the Certificate Principal Balances thereof have been reduced to

zero.

PROTECTED ACCOUNT: An account or accounts established and

maintained for the benefit of the Certificateholders by each Interim Servicer

and each Servicer with respect to the related Loans and with respect to REO

Property pursuant to the applicable Servicing Agreement.

PURCHASE OBLIGATION: An obligation of the Depositor or the

Seller to repurchase Loans under the circumstances and in the manner provided in

Section 2.3.

PURCHASE PRICE: With respect to any Loan to be purchased

pursuant to a Purchase Obligation, or any Loan to be purchased or repurchased

relating to an REO Property, and as confirmed by an Officers' Certificate from

the Master Servicer to the Trustee and the Securities Administrator, an amount

equal to the sum of (i) 100% of the Principal Balance thereof as of the date of

purchase (or in the case of an REO Property being purchased as provided in

Section 9.1, 100% of the fair market value of such REO Property), (ii) in the

case of (x) a Loan, accrued interest on such Principal Balance at the applicable

Net Mortgage Rate from the date interest was last paid by the related Mortgagor

or the date an Advance by the applicable Servicer or the Master Servicer, which

payment or Advance had as of the date of purchase been distributed pursuant to

Section 4.1, through the end of the calendar month in which the purchase is to

be effected and (y) an REO Property, the sum of (1) accrued interest on such

Principal Balance at the applicable Net Mortgage Rate from the date interest was

last paid by the related Mortgagor or the date an Advance by the applicable

Servicer or the Master Servicer through the end of the calendar month

immediately preceding the calendar month in which such REO Property was

acquired, plus (2) REO Imputed Interest for such REO Property for each calendar

month commencing with the calendar month in which such REO Property was acquired

and ending with the calendar month in which such purchase is to be effected, net

of the total of all net rental income, Insurance Proceeds, Liquidation Proceeds

and Advances that as of the date of purchase had been distributed as or to cover

REO Imputed Interest in accordance with the applicable Servicing Agreement,

(iii) any unreimbursed Servicing Advances and Advances (including Nonrecoverable

Advances) and any unpaid Servicing Fees or Master Servicing Fees allocable to

such Loan or REO Property and (iv) in the case of a Loan required to be

purchased pursuant to Section 2.3, expenses reasonably incurred or to be

incurred by the Master Servicer, the Interim Servicers, the Servicers, the

Trustee or the Securities Administrator in respect of the breach or defect

giving rise to a Purchase Obligation and any costs and damages incurred by the

Trust Fund in connection with any violation by any such Loan of any predatory or

abusive lending law.

RATING AGENCY: Initially, each of Fitch and Moody's;

thereafter, each nationally recognized statistical rating organization that has

rated the Certificates at the request of the Depositor, or their respective

successors in interest.

RATINGS: As of any date of determination, the ratings, if any,

of the Certificates as assigned by each Rating Agency.

REALIZED LOSS: With respect to any Distribution Date and any

Liquidated Loan which became a Liquidated Loan during the related Prepayment

Period, the sum of (i) the Principal Balance of such Loan remaining outstanding

(after all recoveries of principal, including net Liquidation Proceeds, have

been applied thereto) and the principal portion of Nonrecoverable Advances with

respect to such Loan which have been reimbursed from amounts received in respect

of the Loans in such Loan Group other than the related Loan, and (ii) the

accrued interest on such Loan remaining unpaid and the interest portion of

Nonrecoverable Advances with respect to such Loan which have been reimbursed

from amounts received in respect of the Loans in such Loan Group other than the

related Loan. The amounts described in clause (i) shall be the principal portion

of Realized Losses and the amounts described in clause (ii) shall be the

interest portion of Realized Losses. For any Distribution Date and any Loan

which is not a Liquidated Loan, the amount of any Bankruptcy Loss incurred with

respect to such Loan as of the related Due Date shall be treated as a Realized

Loss allocable to principal.

RECORD DATE: With respect to the Group I Senior Certificates

(other than the Class I-A-7 Certificates) and the Group II Senior Certificates

(other than the Class II-A-3 Certificates), the Business Day prior to the

related Distribution Date; and with respect to the Class I-A-7, Class II-A-3 and

Subordinate Certificates, the last Business Day of the month immediately

preceding the month in which the related Distribution Date occurs.

REFERENCE BANKS: Barclay's Bank PLC, The Tokyo Mitsubishi Bank

and National Westminster Bank PLC and their successors in interest; provided,

however, that if any of the foregoing banks are not suitable to serve as a

Reference Bank, then any leading banks selected by the Securities Administrator

which are engaged in transactions in Eurodollar deposits in the International

Eurocurrency market (i) with an established place of business in London, (ii)

not controlling, under the control of or under common control with the Depositor

or any Affiliate thereof and (iii) which have been designated as such by the

Securities Administrator.

REGULAR INTEREST CERTIFICATES: The Certificates, other than

the Class R Certificates.

REGULATION S PERMANENT GLOBAL CERTIFICATE: As defined in

Section 5.1.

REGULATION S TEMPORARY GLOBAL CERTIFICATE: As defined in

Section 5.1.

RELEASE DATE: The 40th day after the later of (i) commencement

of the offering of the Certificates and (ii) the Closing Date.

RELIEF ACT: The Servicemembers Relief Act of 2003, as amended,

or similar state laws.

RELIEF ACT INTEREST SHORTFALL: With respect to any

Distribution Date and a Loan, any reduction in the amount of interest

collectible on such Loan for the most recently ended calendar month immediately

preceding such Distribution Date as a result of the application of the Relief

Act.

REMIC: A "real estate mortgage investment conduit" within the

meaning of Section 860D of the Code.

REMIC OPINION: An Opinion of Counsel stating that, under the

REMIC Provisions, any contemplated action will not cause any REMIC to fail to

qualify as a REMIC or result in the imposition of a tax upon the Trust Fund

(including but not limited to the tax on prohibited transactions as defined in

Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth

in Section 860G(d) of the Code).

REMIC PROVISIONS: Provisions of the federal income tax law

relating to real estate mortgage investment conduits which appear at Section

860A through 860G of Subchapter M of Chapter 1 of the Code, and related

provisions, and regulations and rulings promulgated thereunder, as the foregoing

may be in effect from time to time.

REMIC REGULAR INTERESTS: Any of the REMIC I Regular Interests,

REMIC II Regular Interests or Regular Interest Certificates.

REMIC I: The segregated pool of assets, with respect to which

a REMIC election is to be made, consisting of: (i) the Loans (exclusive of

payments of principal and interest due on or before the Cut-off Date, if any,

received by the Master Servicer which shall not constitute an asset of the Trust

Fund) as from time to time are subject to this Agreement and all payments under

and proceeds of such Loans (exclusive of any late payment charges received on

the Loans), together with all documents included in the related Mortgage File,

subject to Section 2.1; (ii) such funds or assets as from time to time are

deposited in the Distribution Account and belonging to the Trust Fund; (iii) any

REO Property in respect of a Group I Loan or a Group II Loan; (iv) the primary

hazard insurance policies, if any, the primary insurance policies, if any, and

all other insurance policies with respect to the Loans; and (v) the Depositor's

interest in respect of the representations and warranties made by the Seller in

the Mortgage Loan Purchase Agreement as assigned to the Trustee pursuant to

Section 2.1 hereof. Notwithstanding the foregoing, however, REMIC I specifically

excludes the Reserve Funds, the Cap Contracts and any payments made thereunder.

REMIC I REGULAR INTERESTS: Any of the separate

non-certificated beneficial ownership interests in REMIC I (as defined in the

Preliminary Statement) issued hereunder and designated as a Regular Interest in

REMIC I. Each REMIC I Regular Interest shall accrue interest at the related

Uncertificated REMIC I Pass-Through Rate in effect from time to time, and shall

be entitled to distributions of principal, subject to the terms and conditions

hereof, in an aggregate amount equal to its initial Uncertificated Principal

Balance as set forth in the Preliminary Statement hereto.

REMIC I SUBORDINATE BALANCE RATIO: The ratio among the

Uncertificated Principal Balances of each of the REMIC I Regular Interests

ending with the designation "SUB," equal to the ratio between:

(1) the excess of (x) the aggregate Scheduled Principal

Balance of the Group I Loans over (y) the aggregate Certificate Principal

Balance of the Group I Senior Certificates (other than the Class I-A-2, Class

I-A-4 and Class I-A-6 Certificates).

(2) the excess of (x) the aggregate Scheduled Principal

Balance of the Group II Loans over (y) the aggregate Certificate Principal

Balance of the Group II Senior Certificates (other than the Class II-A-2

Certificates).

REMIC II: The pool of assets consisting of the REMIC I Regular

Interests and all payments of principal or interest on or with respect to the

REMIC I Regular Interests after the Cut-Off Date.

REMIC II REGULAR INTERESTS: Any of the separate

non-certificated beneficial ownership interests in REMIC II (as defined in the

Preliminary Statement) issued hereunder and designated as a Regular Interest in

REMIC II. Each REMIC II Regular Interest shall accrue interest at the related

Uncertificated REMIC II Pass-Through Rate in effect from time to time, and shall

be entitled to distributions of principal, subject to the terms and conditions

hereof, in an aggregate amount equal to its initial Uncertificated Principal

Balance as set forth in the Preliminary Statement hereto.

REMIC III: The pool of assets consisting of the REMIC II

Regular Interests and all payments of principal or interest on or with respect

to the REMIC II Regular Interests after the Cut-Off Date.

REMIC III CERTIFICATES: The Group I Senior Certificates, Group

II Senior Certificates and the Subordinate Certificates.

REMITTANCE REPORT: A report by the Securities Administrator

pursuant to Section 4.6.

REO DISPOSITION: The sale or other disposition of an REO

Property on behalf of REMIC I.

REO IMPUTED INTEREST: As to any REO Property, for any calendar

month during which such REO Property was at any time part of REMIC I, one

month's interest at the applicable Net Mortgage Rate on the Scheduled Principal

Balance of such REO Property (or, in the case of the first such calendar month,

of the related Loan, if appropriate) as of the close of business on the

Distribution Date in such calendar month.

REO PROPERTY: A Mortgaged Property, title to which has been

acquired by a Servicer on behalf of the Trust Fund through foreclosure, deed in

lieu of foreclosure or otherwise.

RESERVE FUND: The Class I-A-1 Reserve Fund, the Class I-A-3

Reserve Fund, the Class I-A-5 Reserve Fund or the Class II-A-1 Reserve Fund, as

applicable.

RESIDUAL CERTIFICATEHOLDER: The registered Holder of a Class R

Certificate.

RESIDUAL CERTIFICATES: The Class R Certificates. Components

R-1, R-2 and R-3 of the Class R Certificates are hereby designated as the sole

Class of "residual interests" in each of REMIC I, REMIC II and REMIC III,

respectively.

RESPONSIBLE OFFICER: When used with respect to the Trustee,

any officer in the corporate trust department or similar group of the Trustee

with direct responsibility for the administration of this Agreement and also,

with respect to a particular corporate trust matter, any other officer to whom

such matter is referred because of his or her knowledge of and familiarity with

the particular subject. When used with respect to the Master Servicer or the

Securities Administrator, the Chairman or Vice-Chairman of the Board of

Directors or Trustees, the Chairman or Vice-Chairman of the Executive or

Standing Committee of the Board of Directors or Trustees, the President, the

Chairman of the Committee on Trust Matters, any Vice-President, any Assistant

Vice-President, the Secretary, any Assistant Secretary, the Treasurer, any

Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or

Assistant Trust Officer, the Controller, any Assistant Controller or any other

officer customarily performing functions similar to those performed by any of

the above-designated officers and in each case having direct responsibility for

the administration of this Agreement, and also, with respect to a particular

matter, any other officer to whom such matter is referred because of such

officer's knowledge of and familiarity with the particular subject. When used

with respect to the Depositor or any other Person, the Chairman or Vice-Chairman

of the Board of Directors, the Chairman or Vice-Chairman of any executive

committee of the Board of Directors, the President, any Vice-President, the

Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, or

any other officer of the Depositor customarily performing functions similar to

those performed by any of the above-designated officers and also, with respect

to a particular matter, any other officer to whom such matter is referred

because of such officer's knowledge of and familiarity with the particular

subject.

S&P: Standard & Poor's Ratings Services, a division of The

McGraw Hill Companies, Inc. provided, that at any time it is a Rating Agency.

SCHEDULED PRINCIPAL BALANCE: With respect to any Loan and a

Due Date, the unpaid principal balance of such Loan as specified in the

amortization schedule (before any adjustment to such schedule by reason of

bankruptcy or similar proceeding or any moratorium or similar waiver or grace

period) for such Due Date, after giving effect to any previously applied

Curtailments, the payment of principal on such Due Date and any reduction of the

Principal Balance of such Loan by a bankruptcy court, irrespective of any

delinquency in payment by the related Mortgagor.

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

SECURITIES ADMINISTRATOR: As of the Closing Date, Wells Fargo

Bank, National Association and thereafter, its respective successors in interest

who meet the qualifications of this Agreement. The Securities Administrator and

the Master Servicer shall at all times be the same Person or Affiliates.

SELLER: DB Structured Products, Inc., or its successor in

interest, in its capacity as seller under the Mortgage Loan Purchase Agreement

and in its capacity as assignor under the Assignment Agreements.

SENIOR INTEREST SHORTFALL AMOUNT: For any Distribution Date

and the Group I Senior Certificates and Group II Senior Certificates will be

equal to that amount by which the Interest Distribution Amount payable to the

related Senior Certificates on such Distribution Date exceeds the Group I

Available Distribution Amount or Group II Available Distribution Amount, as

applicable.

SENIOR LIQUIDATION AMOUNT: For any Distribution Date and the

Group I Loans and Group II Loans, the aggregate with respect to each related

Loan which became a Liquidated Loan during the related Prepayment Period, of the

lesser of: (i) the related Senior Percentage of the Principal Balance of such

Loan, and (ii) the related Senior Prepayment Percentage of the Liquidation

Principal with respect to such Loan.

SENIOR PERCENTAGE: As of the Closing Date, 94.45% for the

Group I Loans, and 94.45% for the Group II Loans; thereafter, with respect to a

Group I Loan and Group II Loan for any Distribution Date, the percentage

equivalent of a fraction, the numerator of which is the aggregate Certificate

Principal Balance of the Senior Certificates (other than the Class I-A-2, Class

I-A-4, Class I-A-6 and Class II-A-2 Certificates), as applicable, immediately

preceding such Distribution Date, and the denominator of which is the aggregate

Scheduled Principal Balance of the Loans in such Loan Group, in each case as of

the first day of the related Due Period.

SENIOR PREPAYMENT PERCENTAGE: For Loan Group I and Loan Group

II and any Distribution Date, the percentage indicated in the following

table:

<TABLE>

DISTRIBUTION DATE OCCURRING IN SENIOR PREPAYMENT PERCENTAGE

------------------------------ ----------------------------

<S> <C>

March 2005 through February 2010.....................100%.

March 2010 through February 2011.....................Senior Percentage + 70% of the Subordinate Percentage

March 2011 through February 2012.....................Senior Percentage + 60% of the Subordinate Percentage

March 2012 through February 2013.....................Senior Percentage + 40% of the Subordinate Percentage

March 2013 through February 2014.....................Senior Percentage + 20% of the Subordinate Percentage

March 2014 and thereafter............................Senior Percentage

</TABLE>

Notwithstanding the foregoing, the Senior Prepayment Percentage with respect to

the Group I Loans and Group II Loans will be equal to 100% on any Distribution

Date on which (i) the Aggregate Senior Percentage for that Distribution Date

exceeds the Aggregate Senior Percentage as of the Closing Date or (ii) the

aggregate Scheduled Principal Balance of the Group I Loans and Group II Loans

(including Group I Loans and Group II Loans in bankruptcy, foreclosure and

related REO Property) which are 60 or more days delinquent (averaged over the

preceding six-month period), as a percentage of the Aggregate Subordinate

Amount, is equal to or greater than 50% as of such Distribution Date, or

cumulative Realized Losses on the Group I Loans and Group II Loans allocated to

the Subordinate Certificates are greater than the following amounts:

<TABLE>

PERCENTAGE OF THE AGGREGATE SUBORDINATE

DISTRIBUTION DATE OCCURRING IN AMOUNT AS OF THE CUT-OFF DATE

------------------------------ -----------------------------

<S> <C>

March 2010 through February 2011............................. 30%

March 2011 through February 2012............................. 35%

March 2012 through February 2013............................. 40%

March 2013 through February 2014............................. 45%

March 2014 and thereafter.................................... 50%

</TABLE>

If on any Distribution Date the allocation to the Group I Senior Certificates

(other than the Class I-A-2, Class I-A-4 and Class I-A-6 Certificates) or Group

II Senior Certificates (other than the Class II-A-2 Certificates) of Principal

Prepayments in the percentage required would reduce the sum of the aggregate

Certificate Principal Balances of the Group I Senior Certificates (other than

the Class I-A-2, Class I-A-4 and Class I-A-6 Certificates) or Group II Senior

Certificates (other than the Class II-A-2 Certificates) below zero, the Senior

Prepayment Percentage for such Distribution Date shall be limited to the

percentage necessary to reduce such sum to zero.

SENIOR PRINCIPAL DISTRIBUTION AMOUNT: With respect to any

Distribution Date and a Loan Group, the sum of the following for that

Distribution Date:

(1) the related Senior Percentage of the related Principal

Distribution Amount;

(2) the related Senior Prepayment Percentage of the related

Principal Prepayment Amount; and

(3) the related Senior Liquidation Amount.

SERVICER: National City, GreenPoint or M&T, as applicable, or

any successor appointed under the applicable Servicing Agreement.

SERVICER REMITTANCE DATE: With respect to each Distribution

Date shall mean (i) with respect to National City and M&T, the 18th day of the

calendar month in which such Distribution Date occurs or, if such 18th day is

not a Business Day, the Business Day immediately preceding such 18th day, (ii)

with respect to GreenPoint, the 10th day of the calendar month in which such

Distribution Date occurs or, if such 10th day is not a Business Day, the

Business Day immediately preceding such 10th day, and (iii) with respect to each

Interim Servicer, the date set forth in the related Servicing Agreement.

SERVICING ADVANCES: The customary reasonable and necessary

"out-of-pocket" costs and expenses incurred prior to or on or after the Cut-Off

Date (the amounts incurred prior to the Cut-Off Date are identified on Schedule

3 hereto) by the related Interim Servicer or the related Servicer in connection

with a default, delinquency or other unanticipated event by the related Interim

Servicer, or the related Servicer in the performance of its servicing

obligations, including, but not limited to, the cost of (i) the preservation,

restoration and protection of a Mortgaged Property, (ii) any enforcement or

judicial proceedings, including foreclosures, in respect of a particular Loan

and (iii) the management (including reasonable fees in connection therewith) and

liquidation of any REO Property. No Interim Servicer or Servicer shall be

required to make any Servicing Advance in respect of a Loan or REO Property

that, in the good faith business judgment of such Interim Servicer or Servicer,

as applicable, would not be ultimately recoverable from related Insurance

Proceeds or Liquidation Proceeds on such Loan or REO Property as provided

herein.

SERVICING AGREEMENT: The National City Servicing Agreement,

the GreenPoint Servicing Agreement, the M&T Servicing Agreement, the Cameron

Servicing Agreement, the First Financial Servicing Agreement, the Pinnacle

Direct Servicing Agreement or the Pinnacle Financial Servicing Agreement, each

as modified by the related Assignment Agreement.

SERVICING FEE: With respect to each Loan and for any

Distribution Date, an amount equal to one twelfth of the product of the related

Servicing Fee Rate multiplied by the Scheduled Principal Balance of such Loan as

of the Due Date in the month preceding the month of such Distribution Date. The

Servicing Fee is payable solely from collections of interest on the Loans or as

otherwise provided in the related Servicing Agreement.

SERVICING FEE RATE: As set forth in the related Servicing

Agreement.

SERVICING OFFICER: Any individual involved in, or responsible

for, the administration and servicing of the Loans whose name and specimen

signature appear on a list of servicing officers furnished to the Trustee, the

Depositor and the Securities Administrator on the Closing Date by each Servicer

and the Master Servicer, as such lists may from time to time be amended.

SPECIAL HAZARD COVERAGE: As of the Cut-Off Date, approximately

$5,231,199.22 with respect to the Group I Loans and $2,610,000 with respect to

the Group II Loans. On each Anniversary, the Special Hazard Coverage will be

reduced to an amount equal to the lesser of:

(1) the greatest of:

(a) the aggregate Principal Balance of the Group

I Loans and Group II Loans located in the

zip code containing the largest aggregate

Principal Balance of the Group I Loans and

Group II Loans;

(b) 1.0% of the aggregate Principal Balance of

the Group I Loans and Group II Loans; and

Group I Loan or Group II Loan, calculated as

of the Due Date in the immediately preceding

month (after giving effect to all scheduled

payments whether or not received); and

(2) the Special Hazard Coverage as of the Cut-Off Date as

reduced by the Special Hazard Losses allocated to the

Certificates related to the Group I Loans and Group

II Loans since the Cut-Off Date.

SPECIAL HAZARD LOSS: The occurrence of any direct physical

loss or damage to a Mortgaged Property relating to a Liquidated Loan, as

reported by the related Servicer, not covered by a standard hazard maintenance

policy with extended coverage which is caused by or results from any cause

except: (i) fire, lightning, windstorm, hail, explosion, riot, riot attending a

strike, civil commotion, vandalism, aircraft, vehicles, smoke, sprinkler

leakage, except to the extent of that portion of the loss which was uninsured

because of the application of a co-insurance clause of any insurance policy

covering these perils; (ii) normal wear and tear, gradual deterioration,

inherent vice or inadequate maintenance of all or part thereof; (iii) errors in

design, faulty workmanship or materials, unless the collapse of the property or

a part thereof ensues and then only for the ensuing loss; (iv) nuclear reaction

or nuclear radiation or radioactive contamination, all whether controlled or

uncontrolled and whether such loss be direct or indirect, proximate or remote or

be in whole or in part caused by, contributed to or aggravated by a peril

covered by this definition of Special Hazard Loss; (v) hostile or warlike action

in time of peace or war, including action in hindering, combating or defending

against an actual, impending or expected attack (a) by any government or

sovereign power (dejure or defacto), or by an authority maintaining or using

military, naval or air forces, (b) by military, naval or air forces, or (c) by

an agent of any such government, power, authority or forces; (vi) any weapon of

war employing atomic fission or radioactive force whether in time of peace or

war; (vii) insurrection, rebellion, revolution, civil war, usurped power or

action taken by governmental authority in hindering, combating or defending

against such occurrence; or (viii) seizure or destruction under quarantine or

customs regulations, or confiscation by order of any government or public

authority.

STARTUP DAY: With respect to each REMIC, the day designated as

such pursuant to Section 10.1(b) hereof.

STEP DOWN PERCENTAGE: For the related Distribution Date and

the Class I-A-7 Certificates and Class II-A-3 Certificates, the percentage

indicated below:

<TABLE>

DISTRIBUTION DATE OCCURRING IN: STEP DOWN PERCENTAGE:

------------------------------- ---------------------

<S> <C>

March 2005 through February 2010 0%

March 2010 through February 2011 30%

March 2011 through February 2012 40%

March 2012 through February 2013 60%

March 2013 through February 2014 80%

March 2014 and thereafter 100%

</TABLE>

SUBORDINATE CERTIFICATES: The Class M, Class B-1, Class B-2,

Class B-3, Class B-4 and Class B-5 Certificates.

SUBORDINATE LIQUIDATION AMOUNT: For a Distribution Date and

the Group I Loans and Group II Loans, the excess, if any, of (i) the aggregate

Liquidation Principal for all Loans in such Loan Group which became Liquidated

Loans during the related Prepayment Period, over (ii) the related Senior

Liquidation Amount for such Distribution Date received during the related

Prepayment Period.

SUBORDINATE PERCENTAGE: For any Distribution Date and the

Group I Loans and Group II Loans, 100% minus the related Senior Percentage for

such date. As of the Closing Date, the Subordinate Percentage will be 5.55% with

respect to the Group I Loans and 5.55% with respect to the Group II Loans.

SUBORDINATE PREPAYMENT PERCENTAGE: For any Distribution Date,

100% minus the related Senior Prepayment Percentage. As of the Closing Date, the

Subordinate Prepayment Percentage will be 0% for the Group I Loans and 0% for

the Group II Loans.

SUBORDINATE PRINCIPAL AMOUNT: With respect to any Distribution

Date and the Group I Loans and Group II Loans, an amount equal to the sum of the

following for that Distribution Date:

(1) the related Subordinate Percentage of the related

Principal Distribution Amount;

(2) the related Subordinate Principal Prepayment Amount;

and

(3) the related Subordinate Liquidation Amount.

SUBORDINATE PRINCIPAL PREPAYMENT AMOUNT: For any Distribution

Date and the Group I Loans and Group II Loans, the related Subordinate

Prepayment Percentage of the Principal Prepayment Amount for such Distribution

Date.

SUBORDINATION LEVEL: On any specified date and any Class of

Subordinate Certificates, the percentage obtained by dividing: (1) the sum of

the aggregate Certificate Principal Balances of all Classes of Subordinate

Certificates which are subordinate in right of payment to such Class as of such

date, before giving effect to distributions of principal or allocations of

related Realized Losses on such date; by (2) the sum of the aggregate

Certificate Principal Balances of all Classes of Certificates relating to the

Group I Loans or Group II Loans (other than the Class I-A-2, Class I-A-4, Class

I-A-6 and Class II-A-2 Certificates) as of such date, before giving effect to

distributions of principal or allocations of related Realized Losses on such

date.

SUBSEQUENT RECOVERIES: With respect to any Distribution Date,

all amounts received during the related Prepayment Period by the related Interim

Servicer or the related Servicer specifically related to a defaulted Loan or

disposition of an REO Property prior to the related Prepayment Period that

resulted in a Realized Loss, after the liquidation or disposition of such

defaulted Loan.

SUBSTITUTE LOAN: A mortgage loan substituted for a Deleted

Loan pursuant to the terms of this Agreement which must, on the date of such

substitution, (i) have an outstanding principal balance, after application of

all scheduled payments of principal and interest due during or prior to the

month of substitution, not in excess of the Scheduled Principal Balance of the

Deleted Loan as of the Due Date in the calendar month during which the

substitution occurs, (ii) have a Mortgage Interest Rate not less than (and not

more than one percentage point in excess of) the Mortgage Interest Rate of the

Deleted Loan, (iii) have a remaining term to maturity not greater than (and not

more than one year less than) that of the Deleted Loan, (iv) have the same Due

Date as the Due Date on the Deleted Loan, (v) have a Loan-to-Value Ratio as of

the date of substitution equal to or lower than the Loan-to-Value Ratio of the

Deleted Loan as of such date, (vi) have a risk grading at least equal to the

risk grading assigned on the Deleted Loan, (vii) is a "qualified mortgage" as

defined in the REMIC Provisions and (viii) conform to each representation and

warranty set forth in Section 6 of the Mortgage Loan Purchase Agreement

applicable to the Deleted Loan. In the event that one or more mortgage loans are

substituted for one or more Deleted Loans, the amounts described in clause (i)

hereof shall be determined on the basis of aggregate principal balances, the

Mortgage Interest Rates described in clause (ii) hereof shall be determined on

the basis of weighted average Mortgage Interest Rates, the terms described in

clause (iii) hereof shall be determined on the basis of weighted average

remaining term to maturity, the Loan-to-Value Ratios described in clause (v)

hereof shall be satisfied as to each such mortgage loan, the risk gradings

described in clause (vi) hereof shall be satisfied as to each such mortgage loan

and, except to the extent otherwise provided in this sentence, the

representations and warranties described in clause (vii) hereof must be

satisfied as to each Substitute Loan or in the aggregate, as the case may be.

TAX MATTERS PERSON: The Holder of the Class R Certificates

issued hereunder or any Permitted Transferee of such Class R Certificateholder

shall be the initial "tax matters person" for REMIC I, REMIC II and REMIC III

within the meaning of Section 6231(a)(7) of the Code.

TERMINATION PRICE: As defined in Section 9.1.

TRANSFEREE: Any Person who is acquiring by an Ownership

Interest in a Junior Subordinate Certificate or Residual Certificate.

TRUST FUND: Collectively, all of the assets of REMIC I, REMIC

II, REMIC III, the Cap Contracts, the Reserve Funds and any amounts on deposit

therein and any proceeds thereof.

TRUST REMIC: Any of REMIC I , REMIC II or REMIC III.

TRUSTEE: HSBC Bank USA, National Association, a national

banking association, or its successor in interest, or any successor trustee

appointed as herein provided.

UNCERTIFICATED ACCRUED INTEREST: With respect to each REMIC

Regular Interest on each Distribution Date, an amount equal to one month's

interest at the related Uncertificated Pass-Through Rate on the Uncertificated

Principal Balance of such REMIC Regular Interest. In each case, Uncertificated

Accrued Interest will be reduced by any Prepayment Interest Shortfalls and

shortfalls resulting from application of the Relief Act.

UNCERTIFICATED PRINCIPAL BALANCE: With respect to each REMIC

Regular Interest, the principal amount of such REMIC Regular Interest

outstanding as of any date of determination. As of the Closing Date, the

Uncertificated Principal Balance of each REMIC Regular Interest shall equal the

amount set forth in the Preliminary Statement hereto as its initial

Uncertificated Principal Balance. On each Distribution Date, the Uncertificated

Principal Balance of each REMIC Regular Interest shall be reduced by all

distributions of principal made on such REMIC Regular Interest on such

Distribution Date pursuant to Sections 4.1 and 4.3, as applicable and, if and to

the extent necessary and appropriate, shall be further reduced on such

Distribution Date by Realized Losses, as provided in Sections 4.2. The

Uncertificated Principal Balance of each REMIC Regular Interest shall never be

less than zero.

UNCERTIFICATED REMIC I PASS-THROUGH RATE: With respect to

REMIC I Regular Interest LT-1GRP, the weighted average of the Net Mortgage Rates

on the Group I Loans for that Distribution Date. With respect to REMIC I Regular

Interest LT-2GRP, the weighted average of the Net Mortgage Rates on the Group II

Loans for that Distribution Date. With respect to REMIC I Regular Interest

LT-1SUB, REMIC I Regular Interest LT-2SUB, REMIC I Regular Interest LT-ZZZ and

REMIC I Regular Interest LT-R, the weighted average of the Net Mortgage Rates on

the Group I Loans and the Group II Loans for that Distribution Date.

UNCERTIFICATED REMIC II PASS-THROUGH RATE: With respect to

REMIC II Regular Interest LT-IA1, REMIC I Regular Interest LT-IA3, REMIC I

Regular Interest LT-IA5 and REMIC I Regular Interest LT-IA7, the weighted

average of the Uncertificated REMIC I Pass-Through Rate on REMIC I Regular

Interest LT-1GRP, weighted on the basis of the Uncertificated Principal Balance

of such REMIC I Regular Interest. With respect to REMIC II Regular Interest

LT-IIA1, REMIC II Regular Interest LT-IIA3 and REMIC II Regular Interest LT-R,

the weighted average of the Uncertificated REMIC I Pass-Through Rate on REMIC I

Regular Interest LT-2GRP, weighted on the basis of the Uncertificated Principal

Balance of such REMIC I Regular Interest. With respect to REMIC II Regular

interest LT-ISUB and REMIC II Regular Interest LT-IISUB, the weighted average of

the Uncertificated REMIC I Pass-Through Rate on REMIC I Regular Interest LT-1SUB

(subject to a cap and a floor equal to the weighted average of the Net Mortgage

Rates on the Group I Loans) and the Uncertificated REMIC I Pass-Through Rate on

REMIC I Regular Interest LT-2SUB (subject to a cap and a floor equal to the

weighted average of the Net Mortgage Rates on the Group II Loans), weighted on

the basis of the Uncertificated Principal Balance of each such REMIC I Regular

Interest.

UNDERWRITER: Deutsche Bank Securities Inc.

UNINSURED CAUSE: Any cause of damage to a Mortgaged Property

such that the complete restoration of such property is not fully reimbursable by

the hazard insurance policies required to be maintained pursuant to Section 3.9.

U.S. PERSON: A citizen or resident of the United States, a

corporation or partnership (including an entity treated as a corporation or

partnership for United States federal income tax purposes) created or organized

in, or under the laws of, the United States or any state thereof or the District

of Columbia (except, in the case of a partnership, to the extent provided in

regulations) or an estate whose income is subject to United States federal

income tax regardless of its source, or a trust if a court within the United

States is able to exercise primary supervision over the administration of the

trust and one or more such U.S. Persons have the authority to control all

substantial decisions of the trust. To the extent prescribed in regulations by

the Secretary of the Treasury, which have not yet been issued, a trust which was

in existence on August 20, 1996 (other than a trust treated as owned by the

grantor under subpart E of part 1 of subchapter J of chapter 1 of the Code), and

which was treated as a U.S. Person on August 20, 1996 may elect to continue to

be treated as a U.S. Person notwithstanding the previous sentence.

WELLS FARGO: Wells Fargo Bank, National Association, or any

successor thereto.

Section 1.2 ALLOCATION OF CERTAIN INTEREST SHORTFALL.

For purposes of calculating the amount of Uncertificated

Accrued Interest for the REMIC I Regular Interests for any Distribution Date,

the aggregate amount of any Unpaid Interest Shortfalls incurred in respect of

the Loans for any Distribution Date shall be allocated to the REMIC I Regular

Interests, pro rata, to the extent of one month's interest at the then

applicable respective Uncertificated REMIC I Pass-Through Rate on the

Uncertificated Principal Balance of each such REMIC I Regular Interest.

For purposes of calculating the amount of Uncertificated

Accrued Interest for the REMIC II Regular Interests for any Distribution Date,

the aggregate amount of any Unpaid Interest Shortfalls incurred in respect of

the Loans for any Distribution Date shall be allocated to the REMIC II Regular

Interests, pro rata, to the extent of one month's interest at the then

applicable respective Uncertificated REMIC II Pass-Through Rate on the

Uncertificated Principal Balance of each such REMIC II Regular Interest.

<PAGE>

ARTICLE II

CONVEYANCE OF TRUST FUND;

ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.1 CONVEYANCE OF TRUST FUND. The Depositor,

concurrently with the execution and delivery hereof, does hereby transfer,

assign, set over and otherwise convey to the Trustee, on behalf of the Trust,

without recourse, for the benefit of the Certificateholders, all the right,

title and interest of the Depositor, including any security interest therein for

the benefit of the Depositor, in and to the Loans identified on the Loan

Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement

and the Assignment Agreements (including, without limitation the right to

enforce the obligations of the other parties thereto thereunder), and all other

assets included or to be included in REMIC I. Such assignment includes all

interest and principal received by the Depositor or the applicable Servicer on

or with respect to the Loans (other than payments of principal and interest due

on such Loans on or before the Cut-Off Date). The Depositor herewith delivers to

the Trustee executed copies of the Mortgage Loan Purchase Agreement, the

Servicing Agreements and the Assignment Agreements.

In connection with such transfer and assignment, the Depositor

does hereby deliver to, and deposit with the Custodian pursuant to the Custodial

Agreement the documents with respect to each Loan as described under Section 2

of the Custodial Agreement (the "Loan Documents"). In connection with such

delivery and as further described in the Custodial Agreement, the Custodian will

be required to review such Loan Documents and deliver to the Trustee, the

Depositor, the Master Servicer and the Seller certifications (in the forms

attached to the Custodial Agreement) with respect to such review with exceptions

noted thereon. In addition, the Depositor under the Custodial Agreement will

have to cure certain defects with respect to the Loan Documents for the related

Loans after the delivery thereof by the Depositor to the Custodian as more

particularly set forth therein.

Notwithstanding anything to the contrary contained herein, the

parties hereto acknowledge that the functions of the Trustee with respect to the

custody, acceptance, inspection and release of the Mortgage Files, including,

but not limited to certain insurance policies and documents contemplated by

Section 3.12, and preparation and delivery of the certifications shall be

performed by the Custodian pursuant to the terms and conditions of the Custodial

Agreement.

The Depositor shall deliver or cause the related originator to

deliver to the related Servicer copies of all trailing documents required to be

included in the related Mortgage File at the same time the originals or

certified copies thereof are delivered to the Trustee or Custodian, such

documents including the mortgagee policy of title insurance and any Mortgage

Loan Documents upon return from the recording office. The Servicers shall not be

responsible for any custodian fees or other costs incurred in obtaining such

documents and the Depositor shall cause the Servicers to be reimbursed for any

such costs the Servicers may incur in connection with performing its obligations

under this Agreement.

The Mortgage Loans permitted by the terms of this Agreement to

be included in the Trust are limited to (i) Mortgage Loans (which the Depositor

acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among

other representations and warranties, a representation and warranty of the

Seller that no Mortgage Loan is a "High-Cost Home Loan" as defined in the New

Jersey Home Ownership Act effective November 27, 2003, as defined in the New

Mexico Home Loan Protection Act effective January 1, 2004, as defined in the

Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004

(Mass. Ann. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act,

effective January 1, 2005 (Ind. Code Ann. Sections 24-9-1 through 24-9-9)) and

(ii) Substitute Loans (which, by definition as set forth herein and referred to

in the Mortgage Loan Purchase Agreement, are required to conform to, among other

representations and warranties, the representation and warranty of the Seller

that no Substitute Loan is a "High-Cost Home Loan" as defined in the New Jersey

Home Ownership Act effective November 27, 2003, as defined in the New Mexico

Home Loan Protection Act effective January 1, 2004, as defined in the

Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004

(Mass. Ann. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act,

effective January 1, 2005 (Ind. Code Ann. Sections 24-9-1 through 24-9-9). The

Depositor and the Trustee on behalf of the Trust understand and agree that it is

not intended that any mortgage loan be included in the Trust that is a

"High-Cost Home Loan" as defined in the New Jersey Home Ownership Act effective

November 27, 2003, as defined in the New Mexico Home Loan Protection Act

effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan

Practices Act, effective November 7, 2004 (Mass. Ann. Laws Ch. 183C) or as

defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind.

Code Ann. Sections 24-9-1 through 24-9-9).

Section 2.2 ACCEPTANCE BY TRUSTEE. The Trustee acknowledges

receipt, subject to the provisions of Section 2.1 hereof and Section 2 of the

Custodial Agreement, of the Loan Documents and all other assets included in the

definition of "REMIC I" under clauses (i), (iii), (iv) and (v) (to the extent of

amounts deposited into the Distribution Account) and declares that it holds (or

the Custodian on its behalf holds) and will hold such documents and the other

documents delivered to it constituting a Loan Document, and that it holds (or

the Custodian on its behalf holds) or will hold all such assets and such other

assets included in the definition of "REMIC I" in trust for the exclusive use

and benefit of all present and future Certificateholders.

Section 2.3 REPURCHASE OR SUBSTITUTION OF LOANS.

(a) Upon discovery or receipt of notice of any

materially defective document in, or that a document is missing from, a Mortgage

File or of a breach by the Seller of any representation, warranty or covenant

under the Mortgage Loan Purchase Agreement in respect of any Loan that

materially and adversely affects the value of such Loan or the interest therein

of the Certificateholders, the Trustee shall promptly notify the Seller of such

defect, missing document or breach and request that the Seller deliver such

missing document, cure such defect or breach within 60 days from the date the

Seller was notified of such missing document, defect or breach, and if the

Seller does not deliver such missing document or cure such defect or breach in

all material respects during such period, the Trustee shall enforce the

obligations of the Seller under the Mortgage Loan Purchase Agreement to

repurchase such Loan from REMIC I at the Purchase Price within 90 days after the

date on which the Seller was notified of such missing document, defect or

breach, if and to the extent that the Seller is obligated to do so under the

Mortgage Loan Purchase Agreement. The Purchase Price for the repurchased Loan

shall be deposited in the Distribution Account and the Trustee, upon receipt of

written certification from the Securities Administrator of such deposit and

receipt by the Custodian of a properly completed request for release for such

Loan in the form of EXHIBIT 3 to the Custodial Agreement, shall release or cause

the Custodian to release to the Seller the related Mortgage File and the Trustee

shall execute and deliver such instruments of transfer or assignment, in each

case without recourse, representation or warranty, as the Seller shall furnish

to it and as shall be necessary to vest in the Seller any Loan released pursuant

hereto, and the Trustee shall not have any further responsibility with regard to

such Mortgage File. In lieu of repurchasing any such Loan as provided above, if

so provided in the Mortgage Loan Purchase Agreement, the Seller may cause such

Loan to be removed from REMIC I (in which case it shall become a Deleted Loan)

and substitute one or more Substitute Loans in the manner and subject to the

limitations set forth in Section 2.3(b). It is understood and agreed that the

obligation of the Seller to cure or to repurchase (or to substitute for) any

Loan as to which a document is missing, a material defect in a constituent

document exists or as to which such a breach has occurred and is continuing

shall constitute the sole remedy respecting such omission, defect or breach

available to the Trustee and the Certificateholders. Notwithstanding the

foregoing, if the representation made by the Seller in Section 6(xxiv) of the

Mortgage Loan Purchase Agreement is breached, the Trustee shall enforce the

obligation of the Seller to repurchase such Loan at the Purchase Price, or to

provide a Substitute Loan (plus any costs and damages incurred by the Trust Fund

in connection with any violation by any such Loan of any predatory or abusive

lending law) within 90 days after the date on which the Seller was notified of

such breach.

In addition, promptly upon the earlier of discovery by the

Master Servicer or receipt of notice from the Servicer or the Seller to a

Responsible Officer of the Master Servicer of the breach of the representation

of the Seller set forth in Section 5(x) of the Mortgage Loan Purchase Agreement

which materially and adversely affects the interests of the Holders of the

Certificates in any Prepayment Charge, the Master Servicer shall promptly notify

the Seller and the Trustee of such breach. The Trustee shall enforce the

obligations of the Seller under the Mortgage Loan Purchase Agreement to remedy

such breach to the extent and in the manner set forth in the Mortgage Loan

Purchase Agreement.

(b) Any substitution of Substitute Loans for Deleted

Loans made pursuant to Section 2.3(a) must be effected prior to the date which

is two years after the Startup Day for REMIC I.

As to any Deleted Loan for which the Seller, substitutes a

Substitute Loan or Loans, such substitution shall be effected by the Seller

delivering to the Trustee or the Custodian on behalf of the Trustee, for such

Substitute Loan or Loans, the Mortgage Note, the Mortgage, the Assignment to the

Trustee, and such other documents and agreements, with all necessary

endorsements thereon, as are required by Section 2 of the Custodial Agreement,

as applicable, together with an Officers' Certificate providing that each such

Substitute Loan satisfies the definition thereof and specifying the Substitution

Shortfall Amount (as described below), if any, in connection with such

substitution. The Custodian on behalf of the Trustee shall acknowledge receipt

of such Substitute Loan or Loans and, within ten Business Days thereafter,

review such documents and deliver to the Depositor, the Trustee and the Master

Servicer, with respect to such Substitute Loan or Loans, an initial

certification pursuant to the Custodial Agreement, with any applicable

exceptions noted thereon. Within one year of the date of substitution, the

Custodian on behalf of the Trustee shall deliver to the Depositor, the Trustee

and the Master Servicer a final certification pursuant to the Custodial

Agreement with respect to such Substitute Loan or Loans, with any applicable

exceptions noted thereon. Monthly Payments due with respect to Substitute Loans

in the month of substitution are not part of REMIC I and shall be retained by

the Seller. For the month of substitution, distributions to Certificateholders

shall reflect the Monthly Payment due on such Deleted Loan on or before the Due

Date in the month of substitution, and the Seller shall thereafter be entitled

to retain all amounts subsequently received in respect of such Deleted Loan. The

Depositor shall give or cause to be given written notice to the

Certificateholders that such substitution has taken place, shall amend the Loan

Schedule to reflect the removal of such Deleted Loan from the terms of this

Agreement and the substitution of the Substitute Loan or Loans and shall deliver

a copy of such amended Loan Schedule to the Trustee and the Master Servicer.

Upon such substitution, such Substitute Loan or Loans shall constitute part of

the Trust Fund and shall be subject in all respects to the terms of this

Agreement and the Mortgage Loan Purchase Agreement including all applicable

representations and warranties thereof included herein or in the Mortgage Loan

Purchase Agreement.

For any month in which the Seller substitutes one or more

Substitute Loans for one or more Deleted Loans, the Master Servicer shall

determine the amount (the "Substitution Shortfall Amount"), if any, by which the

aggregate Purchase Price of all such Deleted Loans exceeds the aggregate of, as

to each such Substitute Loan, the Scheduled Principal Balance thereof as of the

Due Date in the month of substitution, together with one month's interest on

such Scheduled Principal Balance at the applicable Net Mortgage Rate, plus all

outstanding Advances and Servicing Advances (including Nonrecoverable Advances)

related thereto. On the date of such substitution, the Seller shall deliver or

cause to be delivered to the Securities Administrator for deposit in the

Distribution Account an amount equal to the Substitution Shortfall Amount, if

any, and the Trustee or the Custodian on behalf of the Trustee, upon receipt of

the related Substitute Loan or Loans and certification by the Securities

Administrator of such deposit and receipt by the Custodian of a properly

completed request for release for such Loan in the form of EXHIBIT 3 to the

Custodial Agreement, shall release to the Seller the related Mortgage File or

Files and the Trustee shall execute and deliver such instruments of transfer or

assignment, in each case without recourse, representation or warranty, as the

Seller shall deliver to it and as shall be necessary to vest therein any Deleted

Loan released pursuant hereto.

In addition, the Seller shall obtain at its own expense and

deliver to the Trustee an Opinion of Counsel to the effect that such

substitution will not cause (a) any federal tax to be imposed on any REMIC,

including without limitation, any federal tax imposed on "prohibited

transactions" under Section 860F(a)(1) of the Code or on "contributions after

the startup date" under Section 860G(d)(1) of the Code, or (b) any REMIC to fail

to qualify as a REMIC at any time that any Certificate is outstanding.

Master Servicer or the Trustee that any Loan does not constitute a "qualified

mortgage" within the meaning of Section 860G(a)(3) of the Code, the party

discovering such fact shall within two Business Days give written notice thereof

to the other parties. In connection therewith, the Seller shall repurchase or

substitute one or more Substitute Loans for the affected Loan within 90 days of

the earlier of discovery or receipt of such notice with respect to such affected

Loan. Such repurchase or substitution shall be made by (i) the Seller, if the

affected Loan's status as a non-qualified mortgage is or results from a breach

of any representation, warranty or covenant made by the Seller under the

Mortgage Loan Purchase Agreement or (ii) the Depositor, if the affected Loan's

status as a non-qualified mortgage does not result from a breach of

representation or warranty. Any such repurchase or substitution shall be made in

the same manner as set forth in Section 2.3(a). The Trustee shall reconvey to

the Seller or the Depositor the Loan to be released pursuant hereto in the same

manner, and on the same terms and conditions, as it would a Loan repurchased for

breach of a representation or warranty.

(d) Within 90 days of the earlier of discovery by the

Master Servicer or receipt of notice by the Master Servicer of the breach of any

representation, warranty or covenant of the Master Servicer set forth in Section

2.5 which materially and adversely affects the interests of the related

Certificateholders in any Loan or Prepayment Charge, the Master Servicer shall

cure such breach in all material respects.

Section 2.4 AUTHENTICATION AND DELIVERY OF CERTIFICATES;

DESIGNATION OF CERTIFICATES AS REMIC REGULAR AND RESIDUAL INTERESTS.

(a) The Trustee acknowledges the transfer to the

extent provided herein and assignment to it of the Trust Fund and, concurrently

with such transfer and assignment, has caused the Securities Administrator to

execute and authenticate and has delivered to or upon the order of the

Depositor, in exchange for the Trust Fund, Certificates evidencing the entire

ownership of the Trust Fund.

(b) This Agreement shall be construed so as to carry

out the intention of the parties that each of REMIC I, REMIC II and REMIC III be

treated as a REMIC at all times prior to the date on which the Trust Fund is

terminated. The "regular interests" (within the meaning of Section 860G(a)(1) of

the Code) in REMIC III shall consist of the Class I-A-1, Class I-A-2, Class

I-A-3, Class I-A-4, Class I-A-5, Class I-A-6, Class I-A-7, Class II-A-1, Class

II-A-2, Class II-A-3, Class M, Class B-1, Class B-2, Class B-3, Class B-4 and

Class B-5 Certificates. The "residual interest" (within the meaning of Section

860G(a)(2) of the Code) in REMIC III shall consist of Component R-3. The

"regular interests" (within the meaning of Section 860G(a)(1) of the Code) of

REMIC II shall consist of the REMIC II Regular Interests. The "residual

interest" (within the meaning of Section 860(G)(a)(2) of the Code) of REMIC II

shall consist of Component R-2. The "regular interests" (within the meaning of

Section 860G(a)(1) of the Code) of REMIC I shall consist of the REMIC I Regular

Interests. The "residual interest" (within the meaning of Section 860(G)(a)(2)

of the Code) of REMIC I shall consist of Component R-1.

Section 2.5 REPRESENTATIONS AND WARRANTIES OF THE MASTER

SERVICER. The Master Servicer hereby represents, warrants and covenants to the

Trustee, for the benefit of each of the Trustee, the Certificateholders and the

Depositor that as of the Closing Date or as of such date specifically provided

herein:

(i) The Master Servicer is a national

banking association duly formed, validly existing and in good

standing under the laws of the United States of America and is

duly authorized and qualified to transact any and all business

contemplated by this Agreement to be conducted by the Master

Servicer;

(ii) The Master Servicer has the full

power and authority to conduct its business as presently

conducted by it and to execute, deliver and perform, and to

enter into and consummate, all transactions contemplated by

this Agreement. The Master Servicer has duly authorized the

execution, delivery and performance of this Agreement, has

duly executed and delivered this Agreement, and this

Agreement, assuming due authorization, execution and delivery

by the Depositor and the Trustee, constitutes a legal, valid

and binding obligation of the Master Servicer, enforceable

against it in accordance with its terms except as the

enforceability thereof may be limited by bankruptcy,

insolvency, reorganization or similar laws affecting the

enforcement of creditors' rights generally and by general

principles of equity;

(iii) The execution and delivery of this

Agreement by the Master Servicer, the consummation by the

Master Servicer of any other of the transactions herein

contemplated, and the fulfillment of or compliance with the

terms hereof are in the ordinary course of business of the

Master Servicer and will not (A) result in a breach of any

term or provision of charter and by-laws of the Master

Servicer or (B) conflict with, result in a breach, violation

or acceleration of, or result in a default under, the terms of

any other material agreement or instrument to which the Master

Servicer is a party or by which it may be bound, or any

statute, order or regulation applicable to the Master Servicer

of any court, regulatory body, administrative agency or

governmental body having jurisdiction over the Master

Servicer; and the Master Servicer is not a party to, bound by,

or in breach or violation of any indenture or other agreement

or instrument, or subject to or in violation of any statute,

order or regulation of any court, regulatory body,

administrative agency or governmental body having jurisdiction

over it, which materially and adversely affects or, to the

Master Servicer's knowledge, would in the future materially

and adversely affect, (x) the ability of the Master Servicer

to perform its obligations under this Agreement or (y) the

business, operations, financial condition, properties or

assets of the Master Servicer taken as a whole;

(iv) The Master Servicer does not believe,

nor does it have any reason or cause to believe, that it

cannot perform each and every covenant made by it and

contained in this Agreement;

(v) No litigation is pending against the

Master Servicer that would materially and adversely affect the

execution, delivery or enforceability of this Agreement or the

ability of the Master Servicer to perform any of its other

obligations hereunder in accordance with the terms hereof;

(vi) There are no actions or proceedings

against, or investigations known to it of, the Master Servicer

before any court, administrative or other tribunal (A) that

might prohibit its entering into this Agreement, (B) seeking

to prevent the consummation of the transactions contemplated

by this Agreement or (C) that might prohibit or materially and

adversely affect the performance by the Master Servicer of its

obligations under, or validity or enforceability of, this

Agreement; and

(vii) No consent, approval, authorization

or order of any court or governmental agency or body is

required for the execution, delivery and performance by the

Master Servicer of, or compliance by the Master Servicer with,

this Agreement or the consummation by it of the transactions

contemplated by this Agreement, except for such consents,

approvals, authorizations or orders, if any, that have been

obtained prior to the Closing Date.

It is understood and agreed that the representations,

warranties and covenants set forth in this Section 2.5 shall inure to the

benefit of the Trustee, the Depositor and the Certificateholders.

Section 2.6 ESTABLISHMENT OF THE TRUST.

The Depositor does hereby establish, pursuant to the further

provisions of this Agreement and the laws of the State of New York, an express

trust to be known, for convenience, as "Deutsche Alt-A Securities, Inc.,

Mortgage Loan Trust, Series 2005-2" and does hereby appoint HSBC Bank USA,

National Association, as Trustee in accordance with the provisions of this

Agreement.

<PAGE>

ARTICLE III

ADMINISTRATION AND SERVICING OF THE LOANS; ACCOUNTS

Section 3.1 MASTER SERVICER. The Master Servicer shall

supervise, monitor and oversee the obligation of the Servicers and the Interim

Servicers to service and administer their respective Loans in accordance with

the terms of the applicable Servicing Agreement and shall have full power and

authority to do any and all things which it may deem necessary or desirable in

connection with such master servicing and administration. In performing its

obligations hereunder, the Master Servicer shall act in a manner consistent with

Accepted Master Servicing Practices. Furthermore, the Master Servicer shall

oversee and consult with each Servicer and Interim Servicer as necessary from

time-to-time to carry out the Master Servicer's obligations hereunder, shall

receive, review and evaluate all reports, information and other data provided to

the Master Servicer by each Servicer and Interim Servicer and shall cause each

Servicer and Interim Servicer to perform and observe the covenants, obligations

and conditions to be performed or observed by such Servicer or Interim Servicer

under the applicable Servicing Agreement. The Master Servicer shall

independently and separately monitor each Servicer's and Interim Servicer's

servicing activities with respect to each related Loan, reconcile the results of

such monitoring with such information provided in the previous sentence on a

monthly basis and coordinate corrective adjustments to the Servicers', Interim

Servicers' and Master Servicer's records, and based on such reconciled and

corrected information, prepare the statements specified in Section 4.6 and any

other information and statements required to be provided by the Master Servicer

hereunder. The Master Servicer shall reconcile the results of its Loan

monitoring with the actual remittances of the Servicers and the Interim

Servicers to the Distribution Account pursuant to the applicable Servicing

Agreements.

Notwithstanding anything in this Agreement or any Servicing

Agreement to the contrary, the Master Servicer shall not have any duty or

obligation to enforce any Credit Risk Management Agreement that a Servicer is a

party to (a "Servicer Credit Risk Management Agreement") or to supervise,

monitor or oversee the activities of the Credit Risk Manager under any such

Servicer Credit Risk Management Agreement with respect to any action taken or

not taken by the applicable Servicer pursuant to a recommendation of the Credit

Risk Manager.

The Trustee shall furnish the Interim Servicers, the Servicers

and the Master Servicer with any limited powers of attorney and other documents

in form as provided to it necessary or appropriate to enable the Interim

Servicers, the Servicers and the Master Servicer to service or master service

and administer the related Loans and REO Property. The Trustee shall have no

responsibility for any action of the Master Servicer or any Interim Servicer or

Servicer pursuant to any such limited power of attorney and shall be indemnified

by the Master Servicer or such Interim Servicer or Servicer for any cost,

liability or expense arising from the misuse thereof by the Master Servicer or

such Servicer or Interim Servicer.

The Trustee, the Custodian and the Securities Administrator

shall provide access to the records and documentation in possession of the

Trustee, the Custodian or the Securities Administrator regarding the related

Loans and REO Property and the servicing thereof to the Certificateholders, the

FDIC, and the supervisory agents and examiners of the FDIC, such access being

afforded only upon reasonable prior written request and during normal business

hours at the office of the Trustee, the Custodian or the Securities

Administrator; provided, however, that, unless otherwise required by law, none

of the Trustee, the Custodian or the Securities Administrator shall be required

to provide access to such records and documentation if the provision thereof

would violate the legal right to privacy of any Mortgagor. The Trustee, the

Custodian and the Securities Administrator shall allow representatives of the

above entities to photocopy any of the records and documentation and shall

provide equipment for that purpose at a charge that covers the Trustee's, the

Custodian's or the Securities Administrator's actual costs.

The Trustee shall execute and deliver to the related Interim

Servicer, the related Servicer or the Master Servicer upon request any court

pleadings, requests for trustee's sale or other documents necessary or desirable

and, in each case, provided to the Trustee by such Interim Servicer, such

Servicer or Master Servicer to (i) the foreclosure or trustee's sale with

respect to a Mortgaged Property; (ii) any legal action brought to obtain

judgment against any Mortgagor on the Mortgage Note or any other Loan Document;

(iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any

other rights or remedies provided by the Mortgage Note or any other Loan

Document or otherwise available at law or equity.

Section 3.2 REMIC-RELATED COVENANTS. For as long as each REMIC

shall exist, the Trustee and the Securities Administrator shall treat each REMIC

as a REMIC, and the Trustee and the Securities Administrator shall comply with

any directions of the Seller, the related Interim Servicer, the related Servicer

or the Master Servicer to assure such continuing treatment. In particular, the

Trustee shall not (a) sell or permit the sale of all or any portion of the Loans

or of any investment of deposits in an Account unless such sale is as a result

of a repurchase of the Loans pursuant to this Agreement or the Trustee has

received an Opinion of Counsel stating that such sale will not result in an

Adverse REMIC Event as defined in Section 10.1(f) hereof prepared at the expense

of the Trust Fund; and (b) other than with respect to a substitution pursuant to

the Mortgage Loan Purchase Agreement, the Assignment Agreements or Section 2.3

of this Agreement, as applicable, accept any contribution to any REMIC after the

Startup Day without receipt of an Opinion of Counsel stating that such

contribution will not result in an Adverse REMIC Event as defined in Section

10.1(f) hereof.

Section 3.3 MONITORING OF SERVICERS AND INTERIM SERVICERS. (a)

The Master Servicer shall be responsible for monitoring the compliance by each

Servicer and each Interim Servicer with its duties under the related Servicing

Agreement. In the review of each Servicer's and Interim Servicer's activities,

the Master Servicer may rely upon an officer's certificate of any Interim

Servicer or Servicer with regard to such Interim Servicer's or such Servicer's

compliance with the terms of its Servicing Agreement. In the event that the

Master Servicer, in its judgment, determines that an Interim Servicer or a

Servicer should be terminated in accordance with its Servicing Agreement, or

that a notice should be sent pursuant to such Servicing Agreement with respect

to the occurrence of an event that, unless cured, would constitute grounds for

such termination, the Master Servicer shall notify the Seller and the Trustee

thereof and the Master Servicer shall issue such notice or take such other

action as it deems appropriate.

(a) The Master Servicer, for the benefit of the

Trustee and the Certificateholders, shall enforce the obligations of each

Servicer and each Interim Servicer under the related Servicing Agreement, and

shall, in the event that a Servicer or an Interim Servicer fails to perform its

obligations in accordance with the related Servicing Agreement, subject to the

preceding paragraph, terminate the rights and obligations of such Servicer or

such Interim Servicer thereunder and act as servicer of the related Loans or to

cause the Trustee to enter in to a new Servicing Agreement with a successor

servicer selected by the Master Servicer; provided, however, it is understood

and acknowledged by the parties hereto that there will be a period of transition

(not to exceed 90 days) before the actual servicing functions can be fully

transferred to such successor servicer. Such enforcement, including, without

limitation, the legal prosecution of claims, termination of Servicing Agreements

and the pursuit of other appropriate remedies, shall be in such form and carried

out to such an extent and at such time as the Master Servicer, in its good faith

business judgment, would require were it the owner of the related Loans. The

Master Servicer shall pay the costs of such enforcement at its own expense,

provided that the Master Servicer shall not be required to prosecute or defend

any legal action except to the extent that the Master Servicer shall have

received indemnity reasonably acceptable to it for its costs and expenses in

pursuing such action.

(b) To the extent that the costs and expenses of the

Master Servicer related to any termination of an Interim Servicer or a Servicer,

appointment of a successor servicer or the transfer and assumption of servicing

by the Master Servicer with respect to any Servicing Agreement (including,

without limitation, (i) all legal costs and expenses and all due diligence costs

and expenses associated with an evaluation of the potential termination of the

related Interim Servicer or the related Servicer as a result of an event of

default by such Interim Servicer or such Servicer and (ii) all costs and

expenses associated with the complete transfer of servicing, including all

servicing files and all servicing data and the completion, correction or

manipulation of such servicing data as may be required by the successor servicer

to correct any errors or insufficiencies in the servicing data or otherwise to

enable the successor servicer to service the Loans in accordance with the

related Servicing Agreement) are not fully and timely reimbursed by the

terminated Interim Servicer or terminated Servicer, the Master Servicer shall be

entitled to reimbursement of such costs and expenses from the Distribution

Account.

Servicer and each Servicer to comply with the remittance requirements and other

obligations set forth in the related Servicing Agreement.

(d) If the Master Servicer acts as Interim Servicer

or Servicer, it shall not assume liability for the representations and

warranties of the Interim Servicer or the Servicer, if any, that it replaces.

Section 3.4 FIDELITY BOND. The Master Servicer, at its

expense, shall maintain in effect a blanket fidelity bond and an errors and

omissions insurance policy that would meet the requirements of Fannie Mae or

Freddie Mac, affording coverage with respect to all directors, officers,

employees and other Persons acting on such Master Servicer's behalf, and

covering errors and omissions in the performance of the Master Servicer's

obligations hereunder. The errors and omissions insurance policy and the

fidelity bond shall be in such form and amount generally acceptable for entities

serving as master servicers or trustees. Any such errors and omissions policy

and fidelity bond may not be cancelable without thirty (30) days' prior written

notice to the Trustee.

Section 3.5 POWER TO ACT; PROCEDURES. The Master Servicer

shall master service the Loans and shall have full power and authority, subject

to the REMIC Provisions and the provisions of Article X hereof, to do any and

all things that it may deem necessary or desirable in connection with the master

servicing and administration of the Loans, including but not limited to the

power and authority (i) to execute and deliver, on behalf of the

Certificateholders and the Trustee, customary consents or waivers and other

instruments and documents, (ii) to consent to transfers of any Mortgaged

Property and assumptions of the Mortgage Notes and related Mortgages, (iii) to

collect any Insurance Proceeds and Liquidation Proceeds, and (iv) to effectuate

foreclosure or other conversion of the ownership of the Mortgaged Property

securing any Loan, in each case, in accordance with the provisions of this

Agreement and the related Servicing Agreement, as applicable; provided, however,

that the Master Servicer shall not (and, consistent with its responsibilities

under Section 3.3, shall not permit any Interim Servicer or Servicer to)

knowingly or intentionally take any action, or fail to take (or fail to cause to

be taken) any action reasonably within its control and the scope of duties more

specifically set forth herein, that, under the REMIC Provisions, if taken or not

taken, as the case may be, would cause any REMIC to fail to qualify as a REMIC

or result in the imposition of a tax upon the Trust Fund (including but not

limited to the tax on prohibited transactions as defined in Section 860F(a)(2)

of the Code and the tax on contributions to a REMIC set forth in Section 860G(d)

of the Code) unless the Master Servicer has received an Opinion of Counsel (but

not at the expense of the Master Servicer) to the effect that the contemplated

action will not cause any REMIC to fail to qualify as a REMIC or result in the

imposition of a tax upon any REMIC. The Trustee shall furnish the Master

Servicer, upon written request from a Servicing Officer, with any powers of

attorney empowering the Master Servicer, or any Interim Servicer or Servicer to

execute and deliver instruments of satisfaction or cancellation, or of partial

or full release or discharge, and to foreclose upon or otherwise liquidate

Mortgaged Property, and to appeal, prosecute or defend in any court action

relating to the Loans or the Mortgaged Property, in accordance with the

applicable Servicing Agreement and this Agreement, and the Trustee shall execute

and deliver such other documents, as the Master Servicer, applicable Interim

Servicer or Servicer may request, to enable the Master Servicer to master

service and administer the Loans and carry out its duties hereunder, in each

case in accordance with Accepted Master Servicing Practices (and the Trustee

shall have no liability for the misuse of any such powers of attorney by the

Master Servicer, any Interim Servicer or any Servicer and shall be indemnified

by the Master Servicer, such Interim Servicer or such Servicer for any costs,

liabilities or expenses incurred by the Trustee in connection with such misuse).

If the Master Servicer or the Trustee has been advised that it is likely that

the laws of the state in which action is to be taken prohibit such action if

taken in the name of the Trustee or that the Trustee would be adversely affected

under the "doing business" or tax laws of such state if such action is taken in

its name, the Master Servicer shall join with the Trustee in the appointment of

a co-trustee pursuant to Section 8.10 hereof. In the performance of its duties

hereunder, the Master Servicer shall be an independent contractor and shall not,

except in those instances where it is taking action authorized pursuant to this

Agreement to be taken by it in the name of the Trustee, be deemed to be the

agent of the Trustee.

Section 3.6 DUE-ON-SALE CLAUSES; ASSUMPTION AGREEMENTS. To the

extent provided in the applicable Servicing Agreement and to the extent Loans

contain enforceable due-on-sale clauses, the Master Servicer shall cause the

Servicers and the Interim Servicers to enforce such clauses in accordance with

the applicable Servicing Agreement. If applicable law prohibits the enforcement

of a due-on-sale clause or such clause is otherwise not enforced in accordance

with the applicable Servicing Agreement, and, as a consequence, a Loan is

assumed, the original Mortgagor may be released from liability in accordance

with the applicable Servicing Agreement.

Section 3.7 RELEASE OF MORTGAGE FILES.

(a) Upon becoming aware of Payoff with respect to any

Loan, or the receipt by any Interim Servicer or any Servicer of a notification

that payment in full has been escrowed in a manner customary for such purposes

for payment to Certificateholders on the next Distribution Date, the applicable

Interim Servicer or Servicer will (or if the applicable Interim Servicer or the

applicable Servicer does not, the Master Servicer may), if required under the

applicable Servicing Agreement, promptly furnish to the Custodian, on behalf of

the Trustee, two copies of a request for release substantially in the form

attached to the Custodial Agreement, and signed by a Servicing Officer or in a

mutually agreeable electronic format which will, in lieu of a signature on its

face, originate from a Servicing Officer (which certification shall include a

statement to the effect that all amounts received in connection with such

payment that are required to be deposited in the Protected Account maintained by

the applicable Interim Servicer or Servicer pursuant to its Servicing Agreement

have been or will be so deposited) and shall request that the Custodian, on

behalf of the Trustee, deliver to the applicable Interim Servicer or Servicer

the related Mortgage File. Upon receipt of such certification and request, the

Custodian, on behalf of the Trustee, shall promptly release the related Mortgage

File to the applicable Interim Servicer or Servicer and the Trustee and

Custodian shall have no further responsibility with regard to such Mortgage

File. Upon any such Payoff, each Interim Servicer and each Servicer is

authorized to give, as agent for the Trustee, as the mortgagee under the

Mortgage that secured the Loan, an instrument of satisfaction (or assignment of

mortgage without recourse) regarding the Mortgaged Property subject to the

Mortgage, which instrument of satisfaction or assignment, as the case may be,

shall be delivered to the Person or Persons entitled thereto against receipt

therefor of such payment, it being understood and agreed that no expenses

incurred in connection with such instrument of satisfaction or assignment, as

the case may be, shall be chargeable to the Distribution Account.

(b) From time to time and as appropriate for the

servicing or foreclosure of any Loan and in accordance with the applicable

Servicing Agreement, the Trustee shall execute such documents as shall be

prepared and furnished to the Trustee by an Interim Servicer, a Servicer or the

Master Servicer (in form reasonably acceptable to the Trustee) and as are

necessary to the prosecution of any such proceedings. The Custodian, on behalf

of the Trustee, shall, upon the request of an Interim Servicer, a Servicer or

the Master Servicer, and delivery to the Custodian, on behalf of the Trustee, of

two copies of a request for release signed by a Servicing Officer substantially

in the form attached to the Custodial Agreement (or in a mutually agreeable

electronic format which will, in lieu of a signature on its face, originate from

a Servicing Officer), release the related Mortgage File held in its possession

or control to the related Interim Servicer, the related Servicer or the Master

Servicer, as applicable. Such request for release shall obligate the Servicer,

the Interim Servicer or the Master Servicer to return the Mortgage File to the

Custodian on behalf of the Trustee, when the need therefor by the Interim

Servicer, the Servicer or the Master Servicer no longer exists unless the Loan

shall be liquidated, in which case, upon receipt of a certificate of a Servicing

Officer similar to that hereinabove specified, the Mortgage File shall be

released by the Custodian, on behalf of the Trustee, to the Interim Servicer,

the Servicer or the Master Servicer.

Section 3.8 DOCUMENTS, RECORDS AND FUNDS IN POSSESSION OF

MASTER SERVICER TO BE HELD FOR TRUSTEE.

(a) The Master Servicer shall transmit, and each

Interim Servicer and each Servicer (to the extent required by the related

Servicing Agreement) shall transmit to the Trustee or Custodian such documents

and instruments coming into the possession of the Master Servicer such Servicer

or Interim Servicer from time to time as are required by the terms hereof, or in

the case of the Interim Servicers and the Servicers, the applicable Servicing

Agreement, to be delivered to the Trustee or Custodian. Any funds received by

the Master Servicer, by an Interim Servicer or by a Servicer in respect of any

Loan or which otherwise are collected by the Master Servicer, by an Interim

Servicer or by a Servicer as Liquidation Proceeds, Insurance Proceeds or

Subsequent Recoveries in respect of any Loan shall be held for the benefit of

the Trustee and the related Certificateholders subject to the Master Servicer's

right to retain or withdraw from the Distribution Account the Master Servicing

Compensation and other amounts provided in this Agreement, and to the right of

each Interim Servicer and each Servicer to retain its Servicing Fee and other

amounts as provided in the applicable Servicing Agreement. The Master Servicer

shall, and (to the extent provided in the applicable Servicing Agreement) shall

cause each Interim Servicer and each Servicer to, provide access to information

and documentation regarding the Loans to the Trustee, its agents and accountants

at any time upon reasonable request and during normal business hours, and to

Certificateholders that are savings and loan associations, banks or insurance

companies, the OTS, the FDIC and the supervisory agents and examiners of such

Office and Corporation or examiners of any other federal or state banking or

insurance regulatory authority if so required by applicable regulations of the

OTS or other regulatory authority, such access to be afforded without charge but

only upon reasonable request in writing and during normal business hours at the

offices of the Master Servicer designated by it. In fulfilling such a request

the Master Servicer shall not be responsible for determining the sufficiency of

such information.

(b) All Mortgage Files and funds collected or held

by, or under the control of, the Master Servicer, in respect of any Loans,

whether from the collection of principal and interest payments or from

Liquidation Proceeds or Insurance Proceeds, shall be held by the Master Servicer

for and on behalf of the Trustee and the related Certificateholders and shall be

and remain the sole and exclusive property of the Trustee; provided, however,

that the Master Servicer, each Interim Servicer and each Servicer shall be

entitled to setoff against, and deduct from, any such funds any amounts that are

properly due and payable to the Master Servicer, such Interim Servicer or such

Servicer under this Agreement or the applicable Servicing Agreement.

Section 3.9 STANDARD HAZARD INSURANCE AND FLOOD INSURANCE

POLICIES.

(a) For each Loan, the Master Servicer shall enforce

any obligation of the Interim Servicers and the Servicers under the related

Servicing Agreements to maintain or cause to be maintained standard fire and

casualty insurance and, where applicable, flood insurance, all in accordance

with the provisions of the related Servicing Agreements. It is understood and

agreed that such insurance shall be with insurers meeting the eligibility

requirements set forth in the applicable Servicing Agreement and that no

earthquake or other additional insurance is to be required of any Mortgagor or

to be maintained on property acquired in respect of a defaulted loan, other than

pursuant to such applicable laws and regulations as shall at any time be in

force and as shall require such additional insurance.

(b) Pursuant to Section 3.23, any amounts collected

by the Master Servicer, by any Interim Servicer or by any Servicer, under any

insurance policies (other than amounts to be applied to the restoration or

repair of the property subject to the related Mortgage or released to the

Mortgagor in accordance with the applicable Servicing Agreement) shall be

deposited into the related Distribution Account, subject to withdrawal pursuant

to Section 3.24. Any cost incurred by the Master Servicer, any Interim Servicer

or any Servicer in maintaining any such insurance if the Mortgagor defaults in

its obligation to do so shall be added to the amount owing under the Loan where

the terms of the Loan so permit; provided, however, that the addition of any

such cost shall not be taken into account for purposes of calculating the

distributions to be made to Certificateholders and shall be recoverable by the

Master Servicer, such Interim Servicer or such Servicer pursuant to Section

3.24.

Section 3.10 PRESENTMENT OF CLAIMS AND COLLECTION OF PROCEEDS.

The Master Servicer shall (to the extent provided in the applicable Servicing

Agreement) cause the related Interim Servicer or related Servicer to, prepare

and present on behalf of the Trustee and the related Certificateholders all

claims under any insurance policies and take such actions (including the

negotiation, settlement, compromise or enforcement of the insured's claim) as

shall be necessary to realize recovery under such policies. Any proceeds

disbursed to the Master Servicer (or disbursed to an Interim Servicer or to a

Servicer and remitted to the Master Servicer) in respect of such policies, bonds

or contracts shall be promptly deposited in the Distribution Account upon

receipt, except that any amounts realized that are to be applied to the repair

or restoration of the related Mortgaged Property as a condition precedent to the

presentation of claims on the related Loan to the insurer under any applicable

insurance policy need not be so deposited (or remitted).

Section 3.11 MAINTENANCE OF THE PRIMARY MORTGAGE INSURANCE

POLICIES.

(a) The Master Servicer shall not take, or permit any

Interim Servicer or any Servicer (to the extent such action is prohibited under

the applicable Servicing Agreement) to take, any action that would result in

noncoverage under any primary mortgage insurance policy or any loss which, but

for the actions of such Master Servicer, Interim Servicer or Servicer, would

have been covered thereunder. The Master Servicer shall use its best reasonable

efforts to cause each Interim Servicer and each Servicer (to the extent required

under the related Servicing Agreement) to keep in force and effect (to the

extent that the Loan requires the Mortgagor to maintain such insurance), primary

mortgage insurance applicable to each Loan in accordance with the provisions of

this Agreement and the related Servicing Agreement, as applicable. The Master

Servicer shall not, and shall not permit any Interim Servicer or any Servicer

(to the extent required under the related Servicing Agreement) to, cancel or

refuse to renew any primary mortgage insurance policy that is in effect at the

date of the initial issuance of the Mortgage Note and is required to be kept in

force hereunder except in accordance with the provisions of this Agreement and

the related Servicing Agreement, as applicable.

(b) The Master Servicer agrees to cause each Interim

Servicer and each Servicer (to the extent required under the related Servicing

Agreement) to present, on behalf of the Trustee and the related

Certificateholders, claims to the insurer under any primary mortgage insurance

policies and, in this regard, to take such reasonable action as shall be

necessary to permit recovery under any primary mortgage insurance policies

respecting defaulted Loans. Pursuant to Sections 3.22 and 3.23, any amounts

collected by the Master Servicer, any Interim Servicer or any Servicer under any

primary mortgage insurance policies shall be deposited by the related Interim

Servicer or Servicer in its Protected Account or by the Master Servicer in the

Distribution Account, subject to withdrawal pursuant to Section 3.22 or 3.24, as

applicable.

Section 3.12 TRUSTEE TO RETAIN POSSESSION OF CERTAIN INSURANCE

POLICIES AND DOCUMENTS.

The Trustee or the applicable Custodian, shall retain

possession and custody of the originals (to the extent available) of any primary

mortgage insurance policies, or certificate of insurance if applicable, and any

certificates of renewal as to the foregoing as may be issued from time to time

as contemplated by this Agreement. Until all amounts distributable in respect of

the Certificates have been distributed in full and the Master Servicer otherwise

has fulfilled its obligations under this Agreement, the Trustee or the Custodian

shall also retain possession and custody of each Mortgage File in accordance

with and subject to the terms and conditions of this Agreement and the Custodial

Agreement. The Master Servicer shall promptly deliver or cause to be delivered

to the Trustee or the Custodian, upon the execution or receipt thereof the

originals of any primary mortgage insurance policies, any certificates of

renewal, and such other documents or instruments that constitute Loan Documents

that come into the possession of the Master Servicer from time to time.

Section 3.13 REALIZATION UPON DEFAULTED LOANS. The Master

Servicer shall cause each Interim Servicer and each Servicer (to the extent

required under the related Servicing Agreement) to foreclose upon, repossess or

otherwise comparably convert the ownership of Mortgaged Properties securing such

of the Loans as come into and continue in default and as to which no

satisfactory arrangements can be made for collection of delinquent payments, all

in accordance with the applicable Servicing Agreement.

Section 3.14 COMPENSATION FOR THE MASTER SERVICER.

(a) In addition to the Master Servicer's right to

receive its Master Servicing Fee, all income and gain realized from any

investment of funds in the Distribution Account shall be for the benefit of the

Master Servicer as compensation (collectively, the "Master Servicing

Compensation"). Servicing compensation in the form of assumption fees, if any,

late payment charges, as collected, if any, or otherwise (but not including any

Prepayment Charges) shall be retained by the applicable Interim Servicer or

Servicer and shall not be deposited in the Protected Account. The Master

Servicer shall be required to pay all expenses incurred by it in connection with

its activities hereunder and shall not be entitled to reimbursement therefor

except as provided in this Agreement.

(b) The amount of the Master Servicing Fee payable to

the Master Servicer in respect of any Distribution Date shall be reduced in

accordance with Section 3.20.

Section 3.15 REO PROPERTY.

(a) In the event the Trust Fund acquires ownership of

any REO Property in respect of any related Loan, the deed or certificate of sale

shall be issued to the Trustee, or to its nominee, on behalf of the related

Certificateholders. The Master Servicer shall, to the extent provided in the

applicable Servicing Agreement, cause the applicable Interim Servicer or

Servicer to sell any REO Property as expeditiously as possible and in accordance

with the provisions of this Agreement and the related Servicing Agreement, as

applicable. Further, the Master Servicer shall, to the extent provided in the

related Servicing Agreement, cause the applicable Interim Servicer or Servicer

to sell any REO Property prior to three years after the end of the calendar year

of its acquisition by REMIC I, unless (i) the Trustee and the Securities

Administrator shall have been supplied with an Opinion of Counsel to the effect

that the holding by the Trust Fund of such REO Property subsequent to such

three-year period will not result in the imposition of taxes on "prohibited

transactions" of any REMIC hereunder as defined in Section 860F of the Code or

cause any REMIC hereunder to fail to qualify as a REMIC at any time that any

Certificates are outstanding, in which case the Trust Fund may continue to hold

such Mortgaged Property (subject to any conditions contained in such Opinion of

Counsel) or (ii) the applicable Interim Servicer or Servicer shall have applied

for, prior to the expiration of such three-year period, an extension of such

three-year period in the manner contemplated by Section 856(e)(3) of the Code,

in which case the three-year period shall be extended by the applicable

extension period. The Master Servicer shall cause the applicable Interim

Servicer or Servicer (to the extent provided in the related Servicing Agreement)

to protect and conserve, such REO Property in the manner and to the extent

required by the applicable Servicing Agreement, in accordance with the REMIC

Provisions and in a manner that does not result in a tax on "net income from

foreclosure property" or cause such REO Property to fail to qualify as

"foreclosure property" within the meaning of Section 860G(a)(8) of the Code.

(b) The Master Servicer shall, to the extent required

by the related Servicing Agreement, cause the applicable Interim Servicer or

Servicer to deposit all funds collected and received in connection with the

operation of any REO Property in the Protected Account.

Servicer and the applicable Servicer, upon the final disposition of any REO

Property, shall be entitled to reimbursement for any related unreimbursed

Advances and other unreimbursed advances as well as any unpaid Servicing Fees or

Master Servicing Fees from Liquidation Proceeds received in connection with the

final disposition of such REO Property; provided, that any such unreimbursed

Advances as well as any unpaid Servicing Fees or Master Servicing Fees may be

reimbursed or paid, as the case may be, prior to final disposition, out of any

net rental income or other net amounts derived from such REO Property.

(d) To the extent provided in the related Servicing

Agreement, the Liquidation Proceeds from the final disposition of the REO

Property, net of any payment to the Master Servicer, the applicable Interim

Servicer or the applicable Servicer as provided above shall be deposited in the

Protected Account on or prior to the Determination Date in the month following

receipt thereof and be remitted by wire transfer in immediately available funds

to the Master Servicer for deposit into the Distribution Account on the next

succeeding Remittance Date.

Section 3.16 ANNUAL OFFICER'S CERTIFICATE AS TO COMPLIANCE.

(a) The Master Servicer shall deliver to the Trustee

and the Rating Agencies on or before March 15 of each year, commencing on March

15, 2006, an Officer's Certificate signed by a Servicing Officer, certifying

that with respect to the period ending December 31 of the prior year: (i) such

Servicing Officer has reviewed the activities of such Master Servicer during the

preceding calendar year or portion thereof and its performance under this

Agreement, (ii) to the best of such Servicing Officer's knowledge, based on such

review, such Master Servicer has performed and fulfilled its duties,

responsibilities and obligations under this Agreement in all material respects

throughout such year, or, if there has been a default in the fulfillment of any

such duties, responsibilities or obligations, specifying each such default known

to such Servicing Officer and the nature and status thereof, (iii) nothing has

come to the attention of such Servicing Officer to lead such Servicing Officer

to believe that any Interim Servicer or Servicer has failed to perform any of

its duties, responsibilities and obligations under its Servicing Agreement in

all material respects throughout such year, or, if there has been a material

default in the performance or fulfillment of any such duties, responsibilities

or obligations, specifying each such default known to such Servicing Officer and

the nature and status thereof.

(b) Copies of such statements shall be provided to

any related Certificateholder upon request, by the Master Servicer or by the

Trustee at the Master Servicer's expense if the Master Servicer failed to

provide such copies (unless (i) the Master Servicer shall have failed to provide

the Trustee with such statement or (ii) the Trustee shall be unaware of the

Master Servicer's failure to provide such statement).

Section 3.17 ANNUAL INDEPENDENT ACCOUNTANT'S SERVICING REPORT.

If the Master Servicer has, during the course of any fiscal year, directly

serviced any of the Loans, then the Master Servicer at its expense shall cause a

nationally recognized firm of independent certified public accountants to

furnish a statement to the Trustee, the Rating Agencies and the Seller on or

before March 15 of each year, commencing on March 15, 2006 to the effect that,

with respect to the most recently ended fiscal year, such firm has examined

certain records and documents relating to the Master Servicer's performance of

its servicing obligations under this Agreement and pooling and servicing and

trust agreements in material respects similar to this Agreement and to each

other and that, on the basis of such examination conducted substantially in

compliance with the audit program for mortgages serviced for Freddie Mac or the

Uniform Single Attestation Program for Mortgage Bankers, such firm is of the

opinion that the Master Servicer's activities have been conducted in compliance

with this Agreement, or that such examination has disclosed no material items of

noncompliance except for (i) such exceptions as such firm believes to be

immaterial, (ii) such other exceptions as are set forth in such statement and

(iii) such exceptions that the Uniform Single Attestation Program for Mortgage

Bankers or the Audit Program for Mortgages Serviced by Freddie Mac requires it

to report. Copies of such statements shall be provided to any Certificateholder

upon request by the Master Servicer, or by the Trustee at the expense of the

Master Servicer if the Master Servicer shall fail to provide such copies (unless

(i) the Master Servicer shall have failed to provide the Trustee with such

statement or (ii) the Trustee shall be unaware of the Master Servicer's failure

to provide such statement). If such report discloses exceptions that are

material, the Master Servicer shall advise the Trustee whether such exceptions

have been or are susceptible of cure, and shall take prompt action to do so.

Section 3.18 REPORTS FILED WITH SECURITIES AND EXCHANGE

COMMISSION.

(a) Within 15 days after each Distribution Date, the

Master Servicer shall, in accordance with industry standards, file with the

Commission via the Electronic Data Gathering and Retrieval System ("EDGAR"), a

Form 8-K with a copy of the statement to be furnished by the Securities

Administrator to the Certificateholders for such Distribution Date as an exhibit

thereto. Prior to January 30, 2006, the Master Servicer shall, in accordance

with industry standards, file a Form 15 Suspension Notice with respect to the

Trust Fund, if applicable. Prior to March 30, 2006 and annually thereafter (if

required), the Master Servicer shall file a Form 10-K, in substance conforming

to industry standards, with respect to the Trust Fund. Such Form 10-K shall

include, to the extent available, as exhibits (i) each applicable Servicer's

annual statement of compliance described under the related Servicing Agreement,

(ii) each applicable Servicer's accountant's report described under the related

Servicing Agreement, (iii) the Master Servicer's accountant's report described

in Section 3.17, if applicable, in each case to the extent timely delivered, if

applicable, to the Master Servicer, and (iv) a written certification signed by

an officer of the Master Servicer or the Depositor that complies with the

Sarbanes-Oxley Act of 2002 as in effect on the date of this Agreement and the

February 3, 2003, Statement by the Staff of the Division of Corporation Finance

of the Commission Regarding Compliance by Asset-Backed Issuers with Exchange Act

Rules 13a-14 and 15d-14 as in effect as of the date of this Agreement. The

Depositor hereby grants to the Master Servicer a limited power of attorney to

execute and file each Form 8-K and Form 10-K on behalf of the Depositor. Such

power of attorney shall continue until either the earlier of (i) receipt by the

Master Servicer from the Depositor of written termination of such power of

attorney and (ii) the termination of the Trust Fund. The Depositor and the

Trustee each agree to promptly furnish to the Master Servicer, from time to time

upon request, such further information, reports and financial statements within

its control related to this Agreement and the Loans as the Master Servicer

reasonably deems appropriate to prepare and file all necessary reports with the

Commission. The Master Servicer shall cooperate with the Depositor in connection

with any additional filings with respect to the Trust Fund as the Depositor

deems necessary under the Exchange Act. Copies of all reports filed by the

Master Servicer under the Exchange Act shall be sent to the Depositor.

(b) The Master Servicer shall indemnify and hold

harmless the Depositor, the Trustee and their respective officers, directors and

Affiliates from and against any losses, damages, penalties, fines, forfeitures,

reasonable and necessary legal fees and related costs, judgments and other costs

and expenses arising out of or based upon a breach of the Master Servicer's

obligations under this Section 3.18 or the Master Servicer's negligence, bad

faith or willful misconduct in connection therewith. Fees and expenses incurred

by the Master Servicer in connection with this Section 3.18 shall not be

reimbursable from the Trust Fund.

Section 3.19 UCC. The Depositor shall file any financing

statements or amendments thereto required by any change in the Uniform

Commercial Code. The Depositor agrees to file continuation statements for any

such Uniform Commercial Code financing statements which the Seller or the

Depositor filed in connection with the Trust Fund.

Section 3.20 OBLIGATION OF THE MASTER SERVICER IN RESPECT OF

COMPENSATING INTEREST. The Master Servicer shall deposit in the Distribution

Account not later than each Distribution Account Deposit Date an amount equal to

the lesser of (i) the aggregate amounts required to be paid by the Interim

Servicers and the Servicers under the Servicing Agreements with respect to

Compensating Interest on the related Loans for the related Distribution Date,

and not so paid by the related Interim Servicers or the related Servicers and

(ii) the Master Servicing Fee for such Distribution Date without reimbursement

therefor.

Section 3.21 RESERVED.

Section 3.22 PROTECTED ACCOUNTS.

(a) The Master Servicer shall enforce the obligation

of each Interim Servicer and each Servicer to establish and maintain a Protected

Account in accordance with the applicable Servicing Agreement, with records to

be kept with respect thereto on a Loan by Loan basis, into which accounts shall

be deposited within 48 hours (or as of such other time specified in the related

Servicing Agreement) of receipt all collections of principal and interest on any

Loan and with respect to any REO Property received by an Interim Servicer and a

Servicer, including Principal Prepayments, Insurance Proceeds, Liquidation

Proceeds, Subsequent Recoveries and advances made from the Interim Servicer's or

Servicer's own funds (less servicing compensation as permitted by the applicable

Servicing Agreement in the case of any Interim Servicer or any Servicer) and all

other amounts to be deposited in the Protected Account. Each Interim Servicer

and Servicer is hereby authorized to make withdrawals from and deposits to the

related Protected Account for purposes required or permitted by the related

Servicing Agreement. To the extent provided in the related Servicing Agreement,

the Protected Account shall be held in a depository institution and segregated

on the books of such institution in the name of the Trustee for the benefit of

the Certificateholders.

(b) To the extent provided in the related Servicing

Agreement, amounts on deposit in a Protected Account may be invested in Eligible

Investments in the name of the Trustee for the benefit of Certificateholders

and, except as provided in the preceding paragraph, not commingled with any

other funds, such Eligible Investments to mature, or to be subject to redemption

or withdrawal, no later than the date on which such funds are required to be

withdrawn for deposit in the Distribution Account, and shall be held until

required for such deposit. The income earned from Eligible Investments made

pursuant to this Section 3.22 shall be paid to the related Servicer or Interim

Servicer under the applicable Servicing Agreement, and amount required to be

distributed to the Certificateholders resulting from the loss of monies on such

investments shall be borne by and be the risk of the related Interim Servicer or

the related Servicer. The related Interim Servicer or the related Servicer (to

the extent provided in the Servicing Agreement) shall deposit the amount of any

such loss in the Protected Account within two Business Days of receipt of

notification of such loss but not later than the second Business Day prior to

the Distribution Date on which the moneys so invested are required to be

remitted to the Master Servicer or the Securities Administrator.

Agreement and subject to this Article III, on or before each Servicer Remittance

Date, the related Interim Servicer and the related Servicer shall withdraw or

shall cause to be withdrawn from the Protected Accounts and shall immediately

deposit or cause to be deposited in the Distribution Account amounts

representing the following collections and payments (other than with respect to

principal of or interest on the Loans due on or before the Cut-Off Date):

(i) Monthly Payments on the Loans received

or any related portion thereof advanced by the Interim

Servicer or the Servicers pursuant to the Servicing Agreements

which were due on or before the related Due Date, net of the

amount thereof comprising the Servicing Fees;

(ii) Principal Prepayments, Liquidation

Proceeds, Insurance Proceeds and Subsequent Recoveries

received by the Interim Servicers or the Servicers with

respect to such Loans in the related Prepayment Period,

Compensating Interest and the amount of any related Prepayment

Charges; and

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

(d) Withdrawals may be made from an Account only to

make remittances as provided in Section 3.22(c), 3.23 and 3.24 or as otherwise

provided in the Servicing Agreements; to reimburse the Master Servicer, an

Interim Servicer or a Servicer for Advances which have been recovered by

subsequent collection from the related Mortgagor; to remove amounts deposited in

error; to remove fees, charges or other such amounts deposited on a temporary

basis; or to clear and terminate the account at the termination of this

Agreement in accordance with Section 9.1. As provided in Sections 3.22(c) and

3.23(b) or as otherwise provided in the Servicing Agreements certain amounts

otherwise due to the Interim Servicers and the Servicers may be retained by them

and need not be deposited in the Distribution Account.

Section 3.23 DISTRIBUTION ACCOUNT.

(a) The Securities Administrator shall establish and

maintain, a Distribution Account with respect to the Loans as a segregated trust

account or accounts. The Master Servicer shall deposit in the Distribution

Account as identified by the Master Servicer and as received by the Master

Servicer, the following amounts with respect to the related Loans for the

benefit of the related Certificateholders:

(i) Any amounts withdrawn from a Protected

Account;

(ii) Any Advance and any amounts in respect

of Prepayment Interest Shortfalls or Curtailment Shortfalls;

(iii) Any Insurance Proceeds, Liquidation

Proceeds or Subsequent Recoveries received by or on behalf of

the Master Servicer;

(iv) The Purchase Price with respect to any

Loans purchased by the Seller pursuant to Section 2.3 and all

proceeds of any Loans or property acquired with respect

thereto purchased by the Master Servicer pursuant to Section

9.1;

(v) Any amounts required to be deposited by

the Master Servicer or any Servicer with respect to losses on

investments of deposits in an Account; and

(vi) Any other amounts received by or on

behalf of the Master Servicer and required to be deposited in

the Distribution Account pursuant to this Agreement.

(b) All amounts deposited to the Distribution Account

shall be held by the Securities Administrator in trust for the benefit of the

Certificateholders in accordance with the terms and provisions of this

Agreement. The requirements for crediting the Distribution Account shall be

exclusive, it being understood and agreed that, without limiting the generality

of the foregoing, payments in the nature of late payment charges or assumption,

tax service, statement account or payoff, substitution, satisfaction, release

and other like fees and charges, need not be credited by the Master Servicer,

the related Interim Servicer or the related Servicer to the Distribution

Account. In the event that the Master Servicer shall deposit or cause to be

deposited to the Distribution Account any amount not required to be credited

thereto, the Securities Administrator, upon receipt of a written request

therefor signed by a Servicing Officer of the Master Servicer, shall promptly

transfer such amount to the Master Servicer, any provision herein to the

contrary notwithstanding.

account of the Trust Fund segregated on the books of the Securities

Administrator and held by the Securities Administrator in trust in its Corporate

Trust Office, and the Distribution Account and the funds deposited therein shall

not be subject to, and shall be protected from, all claims, liens, and

encumbrances of any creditors or depositors of the Securities Administrator

(whether made directly, or indirectly through a liquidator or receiver of the

Securities Administrator). The amount at any time credited to the Distribution

Account shall be invested in the name of the Master Servicer, in such Eligible

Investments selected by the Master Servicer or deposited in demand deposits with

such depository institutions as selected by the Master Servicer, provided that

time deposits of such depository institutions would be an Eligible Investment.

All Eligible Investments shall mature or be subject to redemption or withdrawal

on or before, and shall be held until, the Distribution Date following the date

of the investment of such funds (the "Investment Withdrawal Distribution Date")

if the obligor for such Eligible Investment is the Securities Administrator or,

if such obligor is any other Person, the Business Day preceding such Investment

Withdrawal Distribution Date. All investment earnings on amounts on deposit in

the Distribution Account from time to time shall be for the account of the

Master Servicer. The Master Servicer shall be permitted to receive distribution

of any and all investment earnings from the Distribution Account on each

Distribution Date. If there is any loss on an Eligible Investment or demand

deposit, the Master Servicer shall deposit such amount in the Distribution

Account. With respect to the Distribution Account and the funds deposited

therein, the Securities Administrator shall take such action as may be necessary

to ensure that the related Certificateholders shall be entitled to the

priorities afforded to such a trust account (in addition to a claim against the

estate of the Securities Administrator) as provided by 12 U.S.C. ss. 92a(e), and

applicable regulations pursuant thereto, if applicable, or any applicable

comparable state statute applicable to state chartered banking corporations.

Section 3.24 PERMITTED WITHDRAWALS AND TRANSFERS FROM THE

DISTRIBUTION ACCOUNT.

(a) The Securities Administrator shall, from time to

time on demand of the Master Servicer make or cause to be made such withdrawals

or transfers from the Distribution Account as the Master Servicer has designated

for such transfer or withdrawal pursuant to the Servicing Agreements for the

following purposes, not in any order of priority:

(i) to reimburse the Master Servicer, any

Interim Servicer or any Servicer for any Advance of its own

funds, the right of the Master Servicer, an Interim Servicer