Commerce Street Pantheon Mortgage Asset Securitizations LLC Sample Contracts

] Agency-Security Pass-Through Certificates, Series [ ] Class [ ] and Class [ ] UNDERWRITING AGREEMENT
Underwriting Agreement • August 18th, 2009 • Commerce Street Pantheon Mortgage Asset Securitizations LLC • Asset-backed securities • New York

The Offered Certificates, together with the Class [ ] Certificates (the “Non-Offered Certificates” and, together with the Offered Certificates, the “Certificates”), will be issued by the trust identified in, and pursuant to the Deposit Trust Agreement dated as of [ ] [ ], [ ], (the “Deposit Trust Agreement”) among the Company, as depositor (the “Depositor”), [ ], as securities administrator (the “Securities Administrator”), and [ ], as trustee (the “Trustee”).

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AGENCY SECURITIES PURCHASE AGREEMENT
Agency Securities Purchase Agreement • July 29th, 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”).

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