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Dated: December 18, 2006

Rate Cap Transaction

Re:   BNY Reference No. 38682

Ladies and Gentlemen:

The purpose of this letter agreement (“ Agreement ”) is to confirm the terms and conditions of the rate Cap Transaction entered into on the Trade Date specified below (the “ Transaction ”) between The Bank of New York (“ BNY ”), a trust company duly organized and existing under the laws of the State of New York, and HSBC Bank USA, National Association, not in its individual capacity, but solely as trustee for the Supplemental Interest Trust for Deutsche Bank Alt-A Securities Inc. Mortgage Loan Trust 2006-OA1 (in such capacity, the “ Trustee ” or the “ Counterparty ”), under the Pooling and Servicing Agreement, dated as of December 1, 2006, among Deutsche ALT-A Securities, Inc., as Depositor, Wells Fargo Bank, N.A., as Master Servicer, and HSBC Bank USA, National Association, as Trustee (the “ Pooling and Servicing Agreement ”).  This Agreement, which evidences a complete and binding agreement between you and us to enter into the Transaction on the terms set forth below, constitutes a “ Confirmation ” as referred to in the “ ISDA Form Master Agreement ” (as defined below), as well as a “Schedule” as referred to in the ISDA Form Master Agreement.

1.

Form of Agreement .  This Agreement is subject to the 2000 ISDA Definitions (the “ Definitions ”), as published by the International Swaps and Derivatives Association, Inc. (“ ISDA ”). Any reference to a “Swap Transaction” in the Definitions is deemed to be a reference to a “Transaction” for purposes of this Agreement, and any reference to a “Transaction” in this Agreement is deemed to be a reference to a “Swap Transaction” for purposes of the Definitions. You and we have agreed to enter into this Agreement in lieu of negotiating a Schedule to the 1992 ISDA Master Agreement (Multicurrency—Cross Border) form (the “ ISDA Form Master Agreement ”).  An ISDA Form Master Agreement, as modified by the Schedule terms in Paragraph 4 of this Confirmation (the “ Master Agreement ”), shall be deemed to have been executed by you and us on the date we entered into the Transaction. For the avoidance of doubt, the Transaction described herein shall be the sole Transaction governed by such ISDA Form Master Agreement. Except as otherwise specified, references herein to Sections shall be to Sections of the Master Agreement, and references to Paragraphs shall be to paragraphs of this Agreement.  In the event of any inconsistency between the provisions of this Agreement and the Definitions or the Master Agreement, this Agreement shall prevail for purposes of the Transaction.  Capitalized terms not otherwise defined herein or in the Definitions or the Master Agreement shall have the meaning defined for such term in the Pooling and Servicing Agreement.

2.

Certain Terms.  The terms of the particular Transaction to which this Confirmation relates are as follows:

Type of Transaction:

Rate Cap

Notional Amount:

With respect to any Calculation Period the amount set forth for such period on Schedule I attached hereto.

Trade Date:

December 18, 2006

Effective Date:

December 25, 2008

Termination Date:

December 25, 2012, subject to adjustment in accordance with the Following Business Day Convention

FIXED AMOUNTS

Fixed Amount Payer:

Counterparty

Fixed Amount:

USD 534,000.00

Fixed Amount

Payment Date:

December 29, 2006

 

FLOATING AMOUNTS

Floating Rate Payer:

BNY

Cap Rate:

For each Calculation Period, as set forth for such period on Schedule I attached hereto.

Floating Rate for initial

Calculation Period:

To be determined

Floating Rate Day Count

Fraction:

Actual/360

Floating Rate Option:

USD-LIBOR-BBA, provided, however, if the Floating Rate Option for a Calculation Period is greater than 9.00% then the Floating Rate Option for such Calculation Period shall be deemed equal to 9.00%.

Designated Maturity:

One month

Spread:

Inapplicable

Floating Rate Payer

Period End Dates:

The 25 th day of each month, beginning on January 25, 2009 and ending on the Termination Date, subject to adjustment in accordance with the Following Business Day Convention.

Floating Rate Payer

Payment Dates:

Early Payment shall be applicable. The Floating Rate Payer Payment Date shall be two (2) Business Days preceding each Floating Rate Payer Period End Date.

Reset Dates:

The first day of each Calculation Period

Compounding:

Inapplicable

Business Days for Payments

By both parties:

New York

Calculation Agent:

BNY

 

3.

Additional Provisions :

1)

Reliance.  Each party hereto is hereby advised and acknowledges that the other party has engaged in (or refrained from engaging in) substantial financial transactions and has taken (or refrained from taking) other material actions in reliance upon the entry by the parties into the Transaction being entered into on the terms and conditions set forth herein.

2)

Transfer, Amendment and Assignment . No transfer, amendment, waiver, supplement, assignment or other modification of this Transaction shall be permitted by either party unless each of Standard & Poor’s Ratings Service, a division of The McGraw-Hill Companies, Inc (“ S&P ”) and Moody’s Investors Service, Inc. (“ Moody’s ”), has been provided notice of the same and confirms in writing (including by facsimile transmission) that it will not downgrade, qualify, withdraw or otherwise modify its then-current ratings on the Certificates issued under the Pooling and Servicing Agreement (the “ Certificates ”).

4.

Provisions Deemed Incorporated in a Schedule to the Master Agreement:

1)

No Payment Netting Among Transactions .  The parties agree that subparagraph (ii) of Section 2(c) of the ISDA Form Master Agreement will apply to this Transaction.

2)

Termination Provisions.  For purposes of the Master Agreement:

(a)

" Specified Entity " in relation to BNY or the Counterparty shall mean: none.

(b)

Specified Transaction” will have the meaning specified in Section 14.

(c)

Applicability. The following provisions apply or do not apply to the parties as specified below:

(i)

Section 5(a)(i) ( Failure to Pay or Deliver ):

(A)

will apply to BNY; and

(B)

will apply to the Counterparty.

(ii)

Section 5(a)(ii) ( Breach of Agreement ):

(A)

will apply to BNY; and

(B)

will not apply to the Counterparty.

(iii)

Section 5(a)(iii) ( Credit Support Default ):

(A)

will apply to BNY; and

(B)

will not apply to the Counterparty.

(iv)

Section 5(a)(iv) ( Misrepresentation ):

(A)

will apply to BNY; and

(B)

will not apply to the Counterparty.

(v)

Section 5(a)(v) ( Default under Specified Transaction ):

(A)

will not apply to BNY; and

(B)

will not apply to the Counterparty.

(vi)

Section 5(a)(vi) ( Cross Default ):

(A)

will apply to BNY; and

(B)

will not apply to the Counterparty.  

For the purposes of Section 5(a)(vi):

Specified Indebtedness ” will have the meaning specified in Section 14 of this Agreement, except that it shall not include indebtedness in respect of deposits received.

Threshold Amount ” means, 3% of consolidated shareholders equity of BNY and its subsidiaries determined in accordance with generally accepted accounting principles of the United States consistently applied as of the last day of the fiscal quarter ended immediately prior to the occurrence or existence of an event for which a Threshold Amount is applicable under Section 5(a)(vi) of this Agreement.

(vii)

Section 5(a)(vii) ( Bankruptcy ):

(A)

will apply to BNY; and

(B)

(1) subclauses (2), (4) (but only if the proceeding or petition is instituted or presented by the Counterparty or its affiliates), (7) and (8) (but only with respect to clauses (2), (4) and (7) to the extent of disapplication herein) of Section 5(a)(vii) will not apply to the Counterparty, and the remaining provisions of Section 5(a)(vii) will apply to the Counterparty; [and] (2) the words “trustee” and “custodian” in subclause (6) will not include the Trustee[; and (3) events described in Section 5(a)(vii) occurring with respect to the Trust or the Supplemental Interest Trust are deemed to occur to the Counterparty.]

(viii)

Section 5(a)(viii) ( Merger without Assumption ):

(A)

will apply to BNY; and

(B)

will apply to the Counterparty.

(ix)

Section 5(b)(i) ( Illegality ):

(A)

will apply to BNY; and

(B)

will apply to the Counterparty.

(x)

Section 5(b)(ii) ( Tax Event ):

(A)

will apply to BNY; provided that the words “(x) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (y)” shall be deleted; and

(B)

will not apply to the Counterparty.

(xi)

Section 5(b)(iii) ( Tax Event upon Merger ):

(A)

will apply to BNY, provided , that BNY shall not be entitled to designate an Early Termination Date by reason of a Tax Event upon Merger in respect of which it is the Affected Party; and

(B)

will apply to the Counterparty.

(xii)

Section 5(b)(iv) ( Credit Event upon Merger ):

(A)

will not apply to BNY; and

(B)

will not apply to the Counterparty.

(xiii)

Section 5(b)(v) ( Additional Termination Event ):

(A)

will apply to BNY with respect to Paragraph 4(2)(g)(ii) and (iii); and

(B)

will apply to the Counterparty with respect to Paragraph 4(2)(g)(i).

(d)

The " Automatic Early Termination " provision of Section 6(a):

(A)

will not apply to BNY; and

(B)

will not apply to the Counterparty.

(e)

Payments on Early Termination .  For the purpose of Section 6(e), the Second Method and Market Quotation will apply.  For such purpose, for so long as the Certificates are rated by Moody’s, if BNY is the Affected Party in respect of an Additional Termination Event or a Tax Event Upon Merger or the Defaulting Party in respect of any Event of Default (but not, in any case, in respect of a Termination Event arising from an Illegality or Tax Event), the following provisions shall apply:

(i)

The definitions of “Market Quotation” and “Settlement Amount” are amended in their entirety to read as follows:

Market Quotation ” means, with respect to one or more Terminated Transactions, an offer capable of becoming legally binding upon acceptance made by a Reference Market-maker with ratings that meet the Collateralization Requirement or the Ratings Requirement, as the case may be, for an amount that would be paid to the Counterparty (expressed as a negative number) or by the Counterparty (expressed as a positive number) in consideration of an agreement between the Counterparty and such Reference Market-maker to enter into a transaction (the “ Replacement Transaction ”), with commercial terms substantially the same as those of this Agreement (save for the exclusion of provisions relating to Transactions that are not Terminated Transactions) (which shall be determined by the Counterparty, acting in a commercially reasonable manner), that would have the effect of preserving the economic equivalent for the Counterparty of any payment or delivery (whether the underlying obligation was absolute or contingent and assuming the satisfaction of each applicable condition precedent) by the parties under Section 2(a)(i) in respect of such Terminated Transactions or group of Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have been required after that Date.  For this purpose, Unpaid Amounts in respect of the Terminated Transaction or group of Transactions are to be excluded but, without limitation, any payment or delivery that would, but for the relevant Early Termination Date, have been required (assuming satisfaction of each applicable condition precedent) after that Early Termination Date is to be included.

Settlement Amount ” means, with respect to any Early Termination Date: —

(a)

the Termination Currency Equivalent of the Market Quotation (whether positive or negative) for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation is accepted by the Counterparty so as to become legally binding on or before the day falling ten (10) Local Business Days after the day on which the Early Termination Date is designated (or such later day not be later than the Early Termination Date as the Counterparty may specify in writing to BNY); or (if there is no such accepted Market Quotation)

(b)

the Counterparty’s Loss (whether positive or negative and without reference to any Unpaid amounts) for the relevant Terminated Transaction or group of Terminated Transactions.

(ii)

the Counterparty and, if request is made in writing within two Local Business Days after the day on which the Early Termination Date is designated, BNY, shall use reasonable efforts to obtain one or more Market Quotations before the date determined pursuant to clause (a) of the definition of “Settlement Amount”.

(iii)

Notwithstanding anything to the contrary in Section 6(e)(i)(3) or Part 5(g), if the Settlement Amount is a negative number, the Unpaid Amounts of BNY and the Counterparty shall be subject to netting in accordance with Section 2(c).

(f)

Termination Currency ” means United States Dollars.

(g)

“Additional Termination Event ” will apply .  The following shall constitute Additional Termination Events, and the party specified shall be the Affected Party with respect thereto:—

(i)

Termination of Trust Fund.  The Trust, Supplemental Interest Trust or Trust Fund shall be terminated pursuant to any provision of the Pooling and Servicing Agreement (including, without limitation, by exercise of the option to purchase and giving of notice under Sections 10.01 of the Pooling and Servicing Agreement).   The Early Termination Date with respect to such Additional Termination Event shall be the Distribution Date upon which the Trust and the Supplemental Interest Trust or Trust Fund is terminated and final payment is made in respect of the Certificates.  Each of BNY and the Counterparty may designate an Early Termination Date in respect of this Additional Termination Event.  The Counterparty shall be the sole Affected Party.

(ii)

Collateralization or Ratings Event.  A Collateralization Event or Ratings Event (as defined in Paragraph 4(8)(a) has occurred and is continuing and BNY fails to comply with the provisions of Paragraph 4(8)(b) within the time periods set out therein, and, with respect to a Ratings Event, at least one substitute counterparty has made an offer which remains capable of becoming legally binding upon acceptance to be the Transferee of an assignment, transfer or replacement in accordance with Paragraph 4(8)(b)(2)(A)).  BNY shall be the sole Affected Party.

(iii)

Regulation AB .  BNY shall fail to comply with the provisions of Paragraph 4(9) within the time provided for therein.  BNY shall be the sole Affected Party.

(h)

“Gross Up” .  Section 2(d)(i)(4) shall not apply to Counterparty as X, and Section 2(d)(ii) shall not apply to Counterparty as Y, such that Counterparty shall not be required to pay any additional amounts referred to therein.

3)

Tax Representations.

(a)

Payer Representations .  For the purpose of Section 3(e), BNY and the Counterparty make the following representations:

It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 2(e), 6(d)(ii) or 6(e)) to be made by it to the other party under this Agreement.  In making this representation, it may rely on:

(i)

the accuracy of any representations made by the other party pursuant to Section 3(f);

(ii)

the satisfaction of the agreement contained in Section 4 (a)(i) or 4(a)(iii) and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4 (a)(i) or 4(a)(iii); and

(iii)

the satisfaction of the agreement of the other party contained in Section 4(d), provided that it shall not be a breach of this representation where reliance is placed on clause (ii) and the other party does not deliver a form or document under Section 4(a)(iii) by reason of material prejudice of its legal or commercial position.

(b)

Payee Representations. For the purpose of Section 3(f), BNY and the Counterparty make the following representations.

(i)

The following representation will apply to BNY:

(x) It is a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of the United States Treasury Regulations) for United States federal income tax purposes, (y) it is a trust company duly organized and existing under the laws of the State of New York, and (y) its U.S. taxpayer identification number is 135160382.

(ii)

The following representation will apply to the Counterparty:

The beneficial owner of the payments made to it under this Agreement is either (i) a "U.S. person" (as that term is used in section 1.1441-4(a)(3)(ii) of United States Treasury Regulations (the " Regulations ")) for United States federal income tax purposes and an "exempt recipient" within the meaning of section 1.6049-4(c)(1)(ii) of the Regulations, or (ii) a "non-U.S. branch of a foreign person" as that term is used in section 1.1441-4(a)(3)(ii) of the the Regulations for United States federal income tax purposes, and a "foreign person" as that term is used in section 1.6041-4(a)(4) of the Regulations for United States federal income tax purposes.

4)

Documents to be delivered.  For the purpose of Section 4(a):

(a)

Tax forms, documents or certificates to be delivered are:

 

 

 

 

Party required to deliver document

Form/Document/ Certificate

Date by which to be delivered

Covered by Section 3(d) Representation

BNY and Counterparty

Any document required or reasonably requested to allow the other party to make payments under this Agreement without any deduction or withholding for or on the account of any tax.

Promptly after the earlier of (i) reasonable demand by either party or (ii) learning that such form or document is required

Yes

 

(b)

Other documents to be delivered are:

 

 

 

 

Party required to deliver document

Form/Document/ Certificate

Date by which to be delivered

Covered by Section 3(d) Representation

BNY

A certificate of an authorized officer of the party, as to the incumbency and authority of the respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be.

Upon the execution and delivery of this Agreement

Yes

Counterparty

(i) a copy of the executed Pooling and Servicing Agreement, and (ii) an incumbency certificate verifying the true signatures and authority of the person or persons signing this letter agreement on behalf of the Counterparty.

Upon the later of, receipt by such party, or within 30 days after the date of this Agreement

Yes

BNY

A copy of the annual balance sheet from the most recent publicly available regulatory call report.

Promptly after request by the Counterparty (if available on http://www.fdic.gov, such delivery is not required)

Yes

BNY

Legal Opinion as to enforceability of this Agreement.

Upon the execution and delivery of this Agreement.

Yes

Counterparty

Certified copy of the Board of Directors resolution (or equivalent authorizing documentation) which sets forth the authority of eac


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