0000950124-09-000073 Sample Contracts

] Agency-Security Pass-Through Certificates, Series [ ] Class [ ] and Class [ ] UNDERWRITING AGREEMENT
Underwriting Agreement • March 16th, 2009 • Commerce Street Pantheon Mortgage Asset Securitizations LLC • New York

[ ], a [ ] (the “Company”), proposes to sell to [ ] (the “Underwriter”), its [ ] 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 the Underwriter hereunder.

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LIMITED LIABILITY COMPANY AGREEMENT OF COMMERCE STREET PANTHEON MORTGAGE ASSSET SECURITIZATIONS LLC
Limited Liability Company Agreement • March 16th, 2009 • Commerce Street Pantheon Mortgage Asset Securitizations LLC • Texas

This Limited Liability Company Agreement of COMMERCE STREET PANTHEON MORTGAGE ASSSET SECURITIZATIONS LLC, a Texas limited liability company, has been adopted as of the effective date set out below.

as Depositor and , as Trustee DEPOSIT TRUST AGREEMENT Dated as of , [ ] Agency Security Multi-Class Pass Through Certificates, Series [ ]
Deposit Trust Agreement • March 16th, 2009 • Commerce Street Pantheon Mortgage Asset Securitizations LLC • New York

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

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