0000950123-09-020867 Sample Contracts

] Agency-Security Pass-Through Certificates, Series [ ] Class [ ] and Class [ ] UNDERWRITING AGREEMENT
Underwriting Agreement • July 8th, 2009 • Commerce Street Pantheon Mortgage Asset Securitizations LLC • Asset-backed securities • New York

Commerce Street Pantheon Mortgage Asset Securitizations LLC (the “Company”), proposes to [sell to] [offer and sell through] [ ] (the “Underwriter”), [and other broker-dealers (collectively, the “Selected Dealers”)], [up to] $[ ] aggregate original principal amount of] [ ] Agency-Security Pass-Through Certificates, Series [ ] in the classes, in the respective original principal amounts, and with the designations set forth in Schedule I hereto (the “Offered Certificates”). Only the Offered Certificates are being [purchased by] [offered and sold through] the Underwriter [and the Selected Dealers] hereunder. [The minimum amount of each class of Offered Certificates being offered and sold hereunder is set froth in Schedule I hereto. The maximum amount of each class of Offered Certificates being offered and sold hereunder is set forth Schedule I hereto.]

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AGENCY SECURITIES PURCHASE AGREEMENT
Agency Securities Purchase Agreement • July 8th, 2009 • Commerce Street Pantheon Mortgage Asset Securitizations LLC • Asset-backed securities • New York

THIS AGENCY SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the [ ] day of [ ], 20__ by and between COMMERCE STREET PANTHEON MORTGAGE ASSET SECURITIZATIONS LLC, a Texas limited liability company (“Buyer”) and [ ], a [ ] (“Seller”).

as Depositor and [ ], as Trustee and as Securities Administrator DEPOSIT TRUST AGREEMENT Dated as of , [ ] Agency Security Multi-Class Pass Through Certificates, Series [ ]
Deposit Trust Agreement • July 8th, 2009 • Commerce Street Pantheon Mortgage Asset Securitizations LLC • Asset-backed securities • New York

DEPOSIT TRUST AGREEMENT dated as of , [ ] (herein, as amended and supplemented from time to time as permitted hereby, called this “Agreement”), by and among [ ], a [ ] (being herein, together with its permitted successors and assigns, called the “Depositor”), , a , as trustee (herein, together with its permitted successors in the trust hereunder, called the “Trustee”), and , a , as securities administrator (herein, together with its permitted successors and assigns, called the “Securities Administrator”).

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