POOLING AND SERVICING AGREEMENT

EXHIBITS

THIS POOLING AND SERVICING AGREEMENT, dated as of October 1, 2006, among CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., a Delaware corporation, as depositor (the “Depositor”), DLJ MORTGAGE CAPITAL, INC., a Delaware corporation, as Seller (the “Seller”), SELECT PORTFOLIO SERVICING, INC., a Utah corporation, as a servicer (a “Servicer” or “SPS”) and as master servicer (the “Master Servicer”) and OCWEN LOAN SERVICING, LLC, a Delaware limited liability company, as a servicer (a “Servicer” or “Ocwen”, and together with SPS, the “Servicers”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States, as trustee (the “Trustee”).

In consideration of the mutual agreements herein contained, the parties hereto agree as follows:

The Depositor intends to sell pass-through certificates (collectively, the “Certificates”), to be issued hereunder in multiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Trust Fund created hereunder. The Certificates will consist of nineteen classes of certificates, designated as (i) the Class A-1 Certificates, (ii) the Class A-2 Certificates, (iii) the Class A-3 Certificates, (iv) the Class A-IO Certificates, (v) the Class M-1 Certificates, (vi) the Class M-2 Certificates, (vii) the Class M-3 Certificates, (viii) the Class M-4 Certificates, (ix) the Class M-5 Certificates, (x) the Class M-6 Certificates, (xi) the Class M-7 Certificates, (xii) the Class M-8 Certificates, (xiii) the Class M-9 Certificates, (xiv) the Class B-1 Certificates, (xv) the Class P Certificates, (xvi) the Class X-1 Certificates, (xvii) the Class X-2 Certificates, (xviii) the Class X-S Certificates and (xix) the Class A-R Certificates.

As provided herein, the Trustee will make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets subject to this Agreement (exclusive of the Pre-Funding Account, Basis Risk Reserve Fund, Swap Account, the Capitalized Interest Account, the Supplemental Interest Trust and the Subsequent Mortgage Loan Interest) 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 1.” The Class R-1 Interest will represent the sole class of “residual interests” in REMIC 1 for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, the Uncertificated REMIC 1 Pass-Through Rate and the initial Uncertificated Principal Balance for each of the “regular interests” in REMIC 1 (the “REMIC 1 Regular Interests”). None of the REMIC 1 Regular Interests will be certificated. The latest possible maturity date (determined for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) of each of the REMIC 1 Regular Interests will be the Latest Possible Maturity Date as defined herein.

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As provided herein, an election will be made to treat the segregated pool of assets consisting of the REMIC 1 Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as REMIC 2. The Class R-2 Interest will represent the sole class of “residual interests” in REMIC 2 for purposes of the REMIC Provisions under federal income tax law (the “Class R-2 Interest”). The following table irrevocably sets forth the designation, Uncertificated REMIC 2 Pass-Through Rate and initial Uncertificated Principal Balance for each of the “regular interests” in REMIC 2 (the “REMIC 2 Regular Interests”). None of the REMIC 2 Regular Interests will be certificated. The latest possible maturity date (determined for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) of each of the REMIC 2 Regular Interests will be the Latest Possible Maturity Date as defined herein.

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As provided herein, an election will be made to treat the segregated pool of assets consisting of the REMIC 2 Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as REMIC 3. The Class R-3 Interest will represent the sole class of “residual interests” in REMIC 3 for purposes of the REMIC Provisions under federal income tax law (the “Class R-3 Interest”). The following table irrevocably sets forth the designation, Uncertificated REMIC 3 Pass-Through Rate and initial Uncertificated Principal Balance for each of the “regular interests” in REMIC 3 (the “REMIC 3 Regular Interests”). None of the REMIC 3 Regular Interests will be certificated. The latest possible maturity date (determined for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) of each of the REMIC 3 Regular Interests will be the Latest Possible Maturity Date as defined herein.

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REMIC 3 Regular Interest MTIA-Swap-IO will not have an Uncertificated Principal Balance but will accrue interest on its uncertificated notional amount calculated in accordance with the definition Uncertificated Notional Amount herein.

As provided herein, an election will be made to treat the segregated pool of assets consisting of the REMIC 3 Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as REMIC 4. The Class R-4 Interest will represent the sole class of “residual interests” in REMIC 4 for purposes of the REMIC Provisions under federal income tax law (the “Class R-4 Interest”). The following table irrevocably sets forth the designation, Uncertificated REMIC 4 Pass-Through Rate and initial Uncertificated Principal Balance for each of the “regular interests” in REMIC 4 (the “REMIC 4 Regular Interests”). None of the REMIC 4 Regular Interests will be certificated. The latest possible maturity date (determined for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) of each of the REMIC 4 Regular Interests will be the Latest Possible Maturity Date as defined herein.

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As provided herein, an election will be made to treat the segregated pool of assets consisting of the REMIC 4 Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as REMIC 5. The Class R-5 Interest will represent the sole class of “residual interests” in REMIC 5 for purposes of the REMIC Provisions under federal income tax law (the “Class R-5 Interest”). The following table irrevocably sets forth the designation, Pass-Through Rate, aggregate Initial Certificate Principal Balance and minimum denominations for each Class of Certificates comprising the interests representing “regular interests” in REMIC 5, and the Class A-R Certificates and Class X-2 Certificates which are not “regular interests” in REMIC 5. The latest possible maturity date (determined solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) of each of the Regular Certificates will be the Latest Possible Maturity Date as defined herein.

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Set forth below are designations of Classes of Certificates to the categories used herein:

Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings:

Accepted Servicing Practices: With respect to any Mortgage Loan, those mortgage servicing practices of prudent mortgage lending institutions which service mortgage loans of the same type as such Mortgage Loan in the jurisdiction where the related Mortgaged Property is located.

Additional Form 10-D Disclosure: As defined in Section 8.12(a)(i).

Additional Form 10-K Disclosure: As defined in Section 8.12(a)(iii).

Advance: The payment required to be made by a Servicer with respect to any Distribution Date pursuant to Section 4.01.

Affected Party: As defined in the Swap Agreement.

Aggregate Collateral Balance: As of any date of determination will be equal to the Aggregate Loan Balance plus the amount, if any, then on deposit in the Pre-Funding Account.

Aggregate Loan Balance: As of any Distribution Date will be equal to the aggregate of the Stated Principal Balances of the Mortgage Loans determined as of the last day of the related Collection Period.

Aggregate Subsequent Transfer Amount: With respect to any Subsequent Transfer Date, the aggregate Stated Principal Balance as of the applicable Cut-off Date of the Subsequent Mortgage Loans conveyed on such Subsequent Transfer Date, as listed on the revised Mortgage Loan Schedule delivered pursuant to Section 2.01(b); provided, however , that such amount shall not exceed the amount on deposit in the Pre-Funding Account.

Agreement: This Pooling and Servicing Agreement and all amendments or supplements hereto.

Ancillary Income: All income derived from the Mortgage Loans, other than Servicing Fees and Prepayment Charges, including but not limited to, late charges, fees received with respect to checks or bank drafts returned by the related bank for non-sufficient funds, assumption fees, optional insurance administrative fees and all other incidental fees and charges.

Annual Statement of Compliance: As defined in Section 3.16.

Applied Loss Amount: As to any Distribution Date, an amount equal to the excess, if any of (i) the aggregate Class Principal Balance of the Certificates, other than the Class A-IO Certificates, after giving effect to all Realized Losses incurred with respect to the Mortgage Loans during the Due Period for such Distribution Date and payments of principal on such Distribution Date and any amounts on deposit in the Swap Account over (ii) the Aggregate Collateral Balance for such Distribution Date.

Appraised Value: The amount set forth in an appraisal of the related Mortgage Loan as the value of the Mortgaged Property.

Assessment of Compliance: As defined in Section 3.17.

Assignment Agreement: An assignment agreement between DLJ Mortgage Capital, Inc. as Seller and the Depositor, whereby the Mortgage Loans are transferred and limited representations and warranties relating to the Mortgage Loans are made.

Assignment of Mortgage: An assignment of the Mortgage, notice of transfer or equivalent instrument in recordable form (except for the omission of the name of the assignee if such Mortgage is endorsed in blank), sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect the transfer of the Mortgage to the Trustee for the benefit of the Certificateholders.

Attestation Report: As defined in Section 3.17.

Available Funds: With respect to any Distribution Date (A) the sum of (i) all Scheduled Payments (net of the related Expense Fees (other than the Excess Servicing Fee)) due on the Due Date in the month in which such Distribution Date occurs and received prior to the related Determination Date, together with any Advances in respect thereof required pursuant to Section 4.01; (ii) all Insurance Proceeds, Liquidation Proceeds and Net Recoveries received during the month preceding the month of such Distribution Date; (iii) all Curtailments and Payoffs received during the Prepayment Period applicable to such Distribution Date (excluding Prepayment Charges); (iv) amounts received with respect to such Distribution Date as the Substitution Adjustment Amount or Repurchase Price; (v) Compensating Interest Payments for such Distribution Date; (vi) with respect to the Distribution Date in January 2007, the amount remaining in the Pre-Funding Account at the end of the Pre-Funding Period; (vii) any amounts withdrawn from the Capitalized Interest Account to pay interest on the Certificates with respect to such Distribution Date and (viii) amounts withdrawn from the Swap Account and added to the Principal Remittance Amount for such Distribution Date minus (B) the sum of (i) amounts payable by the Supplemental Interest Trust to the Counterparty in respect of Net Swap Payments and Swap Termination Payments (other than Swap Termination Payments resulting from a Counterparty Trigger Event and to the extent not paid by the Supplemental Interest Trust Trustee from any upfront payment received pursuant to any related replacement swap agreement that may be entered into by the Supplemental Interest Trust Trustee) for such Distribution Date (or, if such Distribution Date is not also a Swap Payment Date, for the related Swap Payment Date) and (ii) as to clauses (A)(i) through (iv) above, reduced by amounts in reimbursement for Advances previously made and other amounts as to which the Servicers are entitled to be reimbursed pursuant to Section 3.08.

Bankruptcy Code: The United States Bankruptcy Reform Act of 1978, as amended.

Basis Risk Reserve Fund: The separate Eligible Account created and initially maintained by the Trustee pursuant to Section 3.23 in the name of the Trustee for the benefit of the Certificateholders. Funds in the Basis Risk Reserve Fund shall be held in trust for the holders of the Class A, Class M and Class B Certificates for the uses and purposes set forth herein. The Basis Risk Reserve Fund will be an “outside reserve fund” within the meaning of Treasury regulation Section 1.860G-2(h) established and maintained pursuant to Section 3.23. The Basis Risk Reserve Fund is not an asset of any REMIC. Ownership of the Basis Risk Reserve Fund is evidenced by the Class X-1 Certificates.

Basis Risk Shortfall: For each Class of LIBOR Certificates and the Class A-1 Certificates and Class A-IO Certificates and any Distribution Date, the sum of:

(1)   the excess, if any, of (A) the related Current Interest for such Class calculated on the basis of (i) LIBOR plus the applicable Certificate Margin with respect to each such Class of LIBOR Certificates or (ii) the related fixed Pass-Through Rate with respect to the Class A-1 Certificates and Class A-IO Certificates, over (B) Current Interest for such Class calculated on the basis of the Net Funds Cap, for the applicable Payment Date;

(2)   any amounts relating to clause (1) remaining unpaid from prior Distribution Dates, and

(3)   interest on the amount in clause (2) calculated on the basis of (i) LIBOR plus the applicable Certificate Margin with respect to each such Class of LIBOR Certificates or (ii) the related fixed Pass-Through Rate with respect to the Class A-1 Certificates and Class A-IO Certificates.

Book-Entry Certificates: As specified in the Preliminary Statement.

Business Day: Any day other than (i) a Saturday or a Sunday, or (ii) a day on which banking institutions in the City of New York, New York, or the city in which the Corporate Trust Office of the Trustee, or the states in which any Servicer’s servicing operations are located, or savings and loan institutions in the States of Illinois, Minnesota, Utah or Florida is located are authorized or obligated by law or executive order to be closed.

Capitalized Interest Account: The separate Eligible Account designated as such and created and maintained by the Trustee pursuant to Section 3.05(g) hereof. The Capitalized Interest Account shall be treated as an “outside reserve fund” under applicable Treasury regulations and shall not be part of any REMIC. Except as provided in Section 3.05(g) hereof, any investment earnings on the Capitalized Interest Account shall be treated as owned by the Depositor and will be taxable to the Depositor.

Capitalized Interest Deposit: $1,001,940.14.

Capitalized Interest Requirement: With respect to the October 2006 Distribution Date, an amount equal to interest accruing during the related Interest Accrual Period for the LIBOR Certificates at a per annum rate equal to (x) the weighted average Pass-Through Rate of the Offered Certificates (other than the Class A-IO Certificates) multiplied by (y) the Pre-Funded Amount outstanding at the end of the related Due Period. With respect to the November 2006 Distribution Date, an amount equal to interest accruing during the related Interest Accrual Period for the LIBOR Certificates at a per annum rate equal to (x) the weighted average Pass-Through Rate of the Offered Certificates (other than the Class A-IO Certificates) for such Distribution Date multiplied by (y) the sum of (c) the Pre-Funded Amount at the end of the related Due Period and (d) the aggregate Stated Principal Balance of the Subsequent Mortgage Loans that do not have a first Due Date prior to December 1, 2006, transferred to the Trust during the related Due Period. With respect to the January 2007 Distribution Date, an amount equal to interest accruing during the related Interest Accrual Period for the LIBOR Certificates at a per annum rate equal to (x) the weighted average Pass-Through Rate of the Offered Certificates (other than the Class A-IO Certificates) for such Distribution Date multiplied by (y) the sum of (c) the Pre-Funded Amount at the end of the related Due Period and (d) the aggregate Stated Principal Balance of the related Subsequent Mortgage Loans that do not have a first Due Date prior to January 1, 2007, transferred to the Trust during the related Due Period.

Capitalization Reimbursement Amount: For any Distribution Date, the aggregate of the amounts added to the Stated Principal Balances of the Mortgage Loans during the preceding calendar month representing reimbursements to a Servicer on or prior to such Distribution Date in connection with the modification of such Mortgage Loans pursuant to Section 3.05(a).

Carryforward Interest: For any Class of Certificates and any Distribution Date, the sum of (1) the amount, if any, by which (x) the sum of (A) Current Interest for such Class for the immediately preceding Distribution Date and (B) any unpaid Carryforward Interest from previous Distribution Dates exceeds (y) the amount paid in respect of interest on such Class on such immediately preceding Distribution Date, and (2) interest on such amount for the related Interest Accrual Period at the applicable Pass-Through Rate.

Certificate: Any one of the Certificates executed by the Trustee in substantially the forms attached hereto as exhibits.

Certificates: As specified in the Preliminary Statement.

Certificate Account: The separate Eligible Account created and maintained with the Trustee, or any other bank or trust company acceptable to the Rating Agencies which is incorporated under the laws of the United States or any state thereof pursuant to Section 3.05, which account shall bear a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Trustee on behalf of the Certificateholders or any other account serving a similar function acceptable to the Rating Agencies. Funds in the Certificate Account may (i) be held uninvested without liability for interest or compensation thereon or (ii) be invested at the direction of the Trustee in Eligible Investments and reinvestment earnings thereon (net of investment losses) shall be paid to the Trustee. Funds deposited in the Certificate Account (exclusive of the Trustee Fee and other amounts permitted to be withdrawn pursuant to Section 3.08) shall be held in trust for the Certificateholders.

Certificate Balance: With respect to any Certificate at any date, the maximum dollar amount of principal to which the Holder thereof is then entitled hereunder, such amount being equal to the Denomination thereof minus the sum of (i) all distributions of principal previously made with respect thereto and (ii) all Realized Losses allocated thereto and, in the case of any Subordinate Certificates, all other reductions in Certificate Balance previously allocated thereto pursuant to Section 4.05.

Certificate Margin: As to each Class of LIBOR Certificates, the applicable amount set forth below:

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Certificate Owner: With respect to a Book-Entry Certificate, the Person who is the beneficial owner of such Book-Entry Certificate.

Certificate Register: The register maintained pursuant to Section 5.02.

Certificateholder or Holder: The person in whose name a Certificate is registered in the Certificate Register, except that, solely for the purpose of giving any consent pursuant to this Agreement, any Certificate registered in the name of the Depositor or any affiliate of the Depositor shall be deemed not to be Outstanding and the Percentage Interest evidenced thereby shall not be taken into account in determining whether the requisite amount of Percentage Interests necessary to effect such consent has been obtained; provided, however, that if any such Person (including the Depositor) owns 100% of the Percentage Interests evidenced by a Class of Certificates, such Certificates shall be deemed to be Outstanding for purposes of any provision hereof that requires the consent of the Holders of Certificates of a particular Class as a condition to the taking of any action hereunder. The Trustee is entitled to rely conclusively on a certification of the Depositor or any affiliate of the Depositor in determining which Certificates are registered in the name of an affiliate of the Depositor.

Charged Off Loan: With respect to any Distribution Date, a defaulted Mortgage Loan that has not yet been liquidated, giving rise to a Realized Loss, on the date on which the related Servicer determines, pursuant to the procedures set forth in Section 3.11, that there will be (i) no Significant Net Recoveries with respect to such Mortgage Loan or (ii) the potential Net Recoveries are anticipated to be an amount, determined by the related Servicer in its good faith judgment and in light of other mitigating circumstances, that is insufficient to warrant proceeding through foreclosure or other liquidation of the related Mortgaged Property.

Class: All Certificates bearing the same class designation as set forth in the Preliminary Statement.

Class A-R Certificates: The Class A-R Certificates represents beneficial ownership of the Class R-1 Interest, Class R-2 Interest, Class R-3 Interest, Class R-4 Interest and Class R-5 Interest.

Class A-1 Pass-Through Rate: With respect to the initial Interest Accrual Period (a) on or prior to the Optional Termination Date, the lesser of (i) 5.500% per annum and (ii) the Net Funds Cap, and (b) after the Optional Termination Date, the lesser of (i) 6.000% per annum and (ii) the Net Funds Cap.

Class A-2 Pass-Through Rate: With respect to the initial Interest Accrual Period, based on a LIBOR determination date of October 27, 2006, 5.520% per annum. With respect to any Interest Accrual Period thereafter, will be a per annum rate equal to the lesser of (i) the sum of LIBOR plus the related Certificate Margin and (ii) the Net Funds Cap.

Class A-3 Pass-Through Rate: With respect to the initial Interest Accrual Period, based on a LIBOR determination date of October 27, 2006, 5.570% per annum. With respect to any Interest Accrual Period thereafter, will be a per annum rate equal to the lesser of (i) the sum of LIBOR plus the related Certificate Margin and (ii) the Net Funds Cap.

Class A-IO Notional Amount: With respect to any Distribution Date will equal the lesser of (i) the amount set forth on Schedule V attached hereto for such Distribution Date and (ii) the Aggregate Collateral Balance as of the last day of the preceding Collection Period.

Class A-IO Pass-Through Rate: With respect to any Distribution Date (a) on or prior to the Optional Termination Date, the lesser of (i) 10.000% per annum and (ii) the Net Funds Cap, and (b) after the Optional Termination Date, the lesser of (i) 10.500% per annum and (ii) the Net Funds Cap; provided that after the Distribution Date in April 2009, the Class A-IO Pass-Through Rate shall be equal to 0.000%.

Class A-R Pass-Through Rate: With respect to the Distribution Date in November 2006, December 2006 or January 2007, a per annum rate equal to the Initial Mortgage Loan Net WAC Rate, and with respect to any Distribution Date thereafter, a per annum rate equal to the Net Funds Cap. For federal income tax purposes, however, with respect to any Distribution Date, the Class A-R Certificates will be entitled to 100% of the interest accrued on REMIC 4 Regular Interest MTII-R.

Class B-1 Pass-Through Rate: With respect to the initial Interest Accrual Period, based on a LIBOR determination date of October 27, 2006, 9.320% per annum. With respect to any Interest Accrual Period thereafter, will be a per annum rate equal to the lesser of (i) the sum of LIBOR plus the related Certificate Margin and (ii) the Net Funds Cap.

Class B-1 Principal Payment Amount: For any Distribution Date on or after the Stepdown Date and as long as a Trigger Event is not in effect with respect to such Distribution Date, will be the lesser of (1) the Class Principal Balance of the Class B-1 Certificates immediately preceding such Distribution Date and (2) the amount, if any, by which (x) the sum of (i) the aggregate Class Principal Balance of the Class A-1, Class A-2, Class A-3, Class P, Class A-R, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, in each case, after giving effect to payments on such Distribution Date and (ii) the Class Principal Balance of the Class B-1 Certificates immediately prior to such Distribution Date exceeds (y) the lesser of (A) the product of (i) 88.80% and (ii) the Aggregate Collateral Balance for such Distribution Date and (B) the amount, if any, by which (i) the Aggregate Collateral Balance for such Distribution Date exceeds (ii) 0.50% of the Aggregate Collateral Balance as of the Cut-off Date.

Class M-1 Pass-Through Rate: With respect to the initial Interest Accrual Period, based on a LIBOR determination date of October 27, 2006, 5.640% per annum. With respect to any Interest Accrual Period thereafter, will be a per annum rate equal to the lesser of (i) the sum of LIBOR plus the related Certificate Margin and (ii) the Net Funds Cap.

Class M-1 Principal Payment Amount: For any Distribution Date on or after the Stepdown Date and as long as a Trigger Event is not in effect with respect to such Distribution Date, will be the lesser of (1) the Class Principal Balance of the Class M-1 Certificates immediately preceding such Distribution Date and (2) the amount, if any, by which (x) the sum of (i) the aggregate Class Principal Balance of the Class A-1, Class A-2, Class A-3, Class P and Class A-R Certificates, in each case, after giving effect to payments on such Distribution Date and (ii) the Class Principal Balance of the Class M-1 Certificates immediately prior to such Distribution Date exceeds (y) the lesser of (A) the product of (i) 51.60% and (ii) the Aggregate Collateral Balance for such Distribution Date and (B) the amount, if any, by which (i) the Aggregate Collateral Balance for such Distribution Date exceeds (ii) 0.50% of the Aggregate Collateral Balance as of the Cut-off Date.

Class M-2 Pass-Through Rate: With respect to the initial Interest Accrual Period, based on a LIBOR determination date of October 27, 2006, 5.660% per annum. With respect to any Interest Accrual Period thereafter, will be a per annum rate equal to the lesser of (i) the sum of LIBOR plus the related Certificate Margin and (ii) the Net Funds Cap.

Class M-2 Principal Payment Amount: For any Distribution Date on or after the Stepdown Date and as long as a Trigger Event is not in effect with respect to such Distribution Date, will be the lesser of (1) the Class Principal Balance of the Class M-2 Certificates immediately preceding such Distribution Date and (2) the amount, if any, by which (x) the sum of (i) the aggregate Class A-1, Class A-2, Class A-3, Class P, Class A-R and Class M-1Certificates, in each case, after giving effect to payments on such Distribution Date and (ii) the Class Principal Balance of the Class M-2 Certificates immediately prior to such Distribution Date exceeds (y) the lesser of (A) the product of (i) 59.90% and (ii) the Aggregate Collateral Balance for such Distribution Date and (B) the amount, if any, by which (i) the Aggregate Collateral Balance for such Distribution Date exceeds (ii) 0.50% of the Aggregate Collateral Balance as of the Cut-off Date.

Class M-3 Pass-Through Rate: With respect to the initial Interest Accrual Period, based on a LIBOR determination date of October 27, 2006, 5.700% per annum. With respect to any Interest Accrual Period thereafter, will be a per annum rate equal to the lesser of (i) the sum of LIBOR plus the related Certificate Margin and (ii) the Net Funds Cap.

Class M-3 Principal Payment Amount: For any Distribution Date on or after the Stepdown Date and as long as a Trigger Event is not in effect with respect to such Distribution Date, will be the lesser of (1) the Class Principal Balance of the Class M-3 Certificates immediately preceding such Distribution Date and (2) the amount, if any, by which (x) the sum of (i) the aggregate Class Principal Balance of the Class A-1, Class A-2, Class A-3, Class P, Class A-R, Class M-1 and Class M-2 Certificates, in each case, after giving effect to payments on such Distribution Date and (ii) the Class Principal Balance of the Class M-3 Certificates immediately prior to such Distribution Date exceeds (y) the lesser of (A) the product of (i) 64.40% and (ii) the Aggregate Collateral Balance for such Distribution Date and (B) the amount, if any, by which (i) the Aggregate Collateral Balance for such Distribution Date exceeds (ii) 0.50% of the Aggregate Collateral Balance as of the Cut-off Date.

Class M-4 Pass-Through Rate: With respect to the initial Interest Accrual Period, based on a LIBOR determination date of October 27, 2006, 5.770% per annum. With respect to any Interest Accrual Period thereafter, will be a per annum rate equal to the lesser of (i) the sum of LIBOR plus the related Certificate Margin and (ii) the Net Funds Cap.

Class M-4 Principal Payment Amount: For any Distribution Date on or after the Stepdown Date and as long as a Trigger Event is not in effect with respect to such Distribution Date, will be the lesser of (1) the Class Principal Balance of the Class M-4 Certificates immediately preceding such Distribution Date and (2) the amount, if any, by which (x) the sum of (i) the aggregate Class Principal Balance of the Class A-1, Class A-2, Class A-3, Class P, Class A-R, Class M-1, Class M-2 and Class M-3 Certificates, in each case, after giving effect to payments on such Distribution Date and (ii) the Class Principal Balance of the Class M-4 Certificates immediately prior to such Distribution Date exceeds (y) the lesser of (A) the product of (i) 68.60% and (ii) the Aggregate Collateral Balance for such Distribution Date and (B) the amount, if any, by which (i) the Aggregate Collateral Balance for such Distribution Date exceeds (ii) 0.50% of the Aggregate Collateral Balance as of the Cut-off Date.

Class M-5 Pass-Through Rate: With respect to the initial Interest Accrual Period, based on a LIBOR determination date of October 27, 2006, 5.850% per annum. With respect to any Interest Accrual Period thereafter, will be a per annum rate equal to the lesser of (i) the sum of LIBOR plus the related Certificate Margin and (ii) the Net Funds Cap.

Class M-5 Principal Payment Amount: For any Distribution Date on or after the Stepdown Date and as long as a Trigger Event is not in effect with respect to such Distribution Date, will be the lesser of (1) the Class Principal Balance of the Class M-5 Certificates immediately preceding such Distribution Date and (2) the amount, if any, by which (x) the sum of (i) the aggregate Class Principal Balance of the Class A-1, Class A-2, Class A-3, Class P, Class A-R, Class M-1, Class M-2, Class M-3 and Class M-4 Certificates, in each case, after giving effect to payments on such Distribution Date and (ii) the Class Principal Balance of the Class M-5 Certificates immediately prior to such Distribution Date exceeds (y) the lesser of (A) the product of (i) 72.60% and (ii) the Aggregate Collateral Balance for such Distribution Date and (B) the amount, if any, by which (i) the Aggregate Collateral Balance for such Distribution Date exceeds (ii) 0.50% of the Aggregate Collateral Balance as of the Cut-off Date.

Class M-6 Pass-Through Rate: With respect to the initial Interest Accrual Period, based on a LIBOR determination date of October 27, 2006, 5.930% per annum. With respect to any Interest Accrual Period thereafter, will be a per annum rate equal to the lesser of (i) the sum of LIBOR plus the related Certificate Margin and (ii) the Net Funds Cap.

Class M-6 Principal Payment Amount: For any Distribution Date on or after the Stepdown Date and as long as a Trigger Event is not in effect with respect to such Distribution Date, will be the lesser of (1) the Class Principal Balance of the Class M-6 Certificates immediately preceding such Distribution Date and (2) the amount, if any, by which (x) the sum of (i) the aggregate Class Principal Balance of the Class A-1, Class A-2, Class A-3, Class P, Class A-R, Class M-1, Class M-2, Class M-3, Class M-4 and Class M-5 Certificates, in each case, after giving effect to payments on such Distribution Date and (ii) the Class Principal Balance of the Class M-6 Certificates immediately prior to such Distribution Date exceeds (y) the lesser of (A) the product of (i) 76.40% and (ii) the Aggregate Collateral Balance for such Distribution Date and (B) the amount, if any, by which (i) the Aggregate Collateral Balance for such Distribution Date exceeds (ii) 0.50% of the Aggregate Collateral Balance as of the Cut-off Date.

Class M-7 Pass-Through Rate: With respect to the initial Interest Accrual Period, based on a LIBOR determination date of October 27, 2006, 6.420% per annum. With respect to any Interest Accrual Period thereafter, will be a per annum rate equal to the lesser of (i) the sum of LIBOR plus the related Certificate Margin and (ii) the Net Funds Cap.

Class M-7 Principal Payment Amount: For any Distribution Date on or after the Stepdown Date and as long as a Trigger Event is not in effect with respect to such Distribution Date, will be the lesser of (1) the Class Principal Balance of the Class M-7 Certificates immediately preceding such Distribution Date and (2) the amount, if any, by which (x) the sum of (i) the aggregate Class Principal Balance of the Class A-1, Class A-2, Class A-3, Class P, Class A-R, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class M-6 Certificates, in each case, after giving effect to payments on such Distribution Date and (ii) the Class Principal Balance of the Class M-7 Certificates immediately prior to such Distribution Date exceeds (y) the lesser of (A) the product of (i) 80.10% and (ii) the Aggregate Collateral Balance for such Distribution Date and (B) the amount, if any, by which (i) the Aggregate Collateral Balance for such Distribution Date exceeds (ii) 0.50% of the Aggregate Collateral Balance as of the Cut-off Date.

Class M-8 Pass-Through Rate: With respect to the initial Interest Accrual Period, based on a LIBOR determination date of October 27, 2006, 6.770% per annum. With respect to any Interest Accrual Period thereafter, will be a per annum rate equal to the lesser of (i) the sum of LIBOR plus the related Certificate Margin and (ii) the Net Funds Cap.

Class M-8 Principal Payment Amount: For any Distribution Date on or after the Stepdown Date and as long as a Trigger Event is not in effect with respect to such Distribution Date, will be the lesser of (1) the Class Principal Balance of the Class M-8 Certificates immediately preceding such Distribution Date and (2) the amount, if any, by which (x) the sum of (i) the aggregate Class Principal Balance of the Class A-1, Class A-2, Class A-3, Class P, Class A-R, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7 Certificates, in each case, after giving effect to payments on such Distribution Date and (ii) the Class Principal Balance of the Class M-8 Certificates immediately prior to such Distribution Date exceeds (y) the lesser of (A) the product of (i) 83.00% and (ii) the Aggregate Collateral Balance for such Distribution Date and (B) the amount, if any, by which (i) the Aggregate Collateral Balance for such Distribution Date exceeds (ii) 0.50% of the Aggregate Collateral Balance as of the Cut-off Date.

Class M-9 Pass-Through Rate: With respect to the initial Interest Accrual Period, based on a LIBOR determination date of October 27, 2006, 7.570% per annum. With respect to any Interest Accrual Period thereafter, will be a per annum rate equal to the lesser of (i) the sum of LIBOR plus the related Certificate Margin and (ii) the Net Funds Cap.

Class M-9 Principal Payment Amount: For any Distribution Date on or after the Stepdown Date and as long as a Trigger Event is not in effect with respect to such Distribution Date, will be the lesser of (1) the Class Principal Balance of the Class M-9 Certificates immediately preceding such Distribution Date and (2) the amount, if any, by which (x) the sum of (i) the aggregate Class Principal Balance of the Class A-1, Class A-2, Class A-3, Class P, Class A-R, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7 and Class M-8 Certificates, in each case, after giving effect to payments on such Distribution Date and (ii) the Class Principal Balance of the Class M-9 Certificates immediately prior to such Distribution Date exceeds (y) the lesser of (A) the product of (i) 85.40% and (ii) the Aggregate Collateral Balance for such Distribution Date and (B) the amount, if any, by which (i) the Aggregate Collateral Balance for such Distribution Date exceeds (ii) 0.50% of the Aggregate Collateral Balance as of the Cut-off Date.

Class X-1 Distributable Amount: With respect to any Distribution Date, the amount of interest accrued during the related Interest Accrual Period at the related Pass-Through Rate on the Class X-1 Notional Amount for such Distribution Date.

Class X-1 Notional Amount: Immediately prior to any Distribution Date, with respect to the Class X-1 Certificates, an amount equal to the aggregate of the Uncertificated Principal Balances of the REMIC 4 Regular Interests (other than REMIC 4 Regular Interests MTII-P and MTII-R).

Class X-S Notional Amount: Immediately prior to any Distribution Date, with respect to the Class X-S Certificates, an amount equal to the Stated Principal Balance of the SPS Serviced Loans and the Ocwen Serviced Loans as of the Due Date in the month of such Distribution Date (prior to giving effect to any Scheduled Payments due on such Mortgage Loans on such Due Date). For federal income tax purposes, however, the Class X-S Notional Amount will equal the Uncertificated Notional Amount of REMIC 4 Regular Interest MTII-S.

Class P Pass-Through Rate: With respect to the Class P Certificates and the Distribution Dates for November 2006, December 2006 and January 2007 a per annum rate equal to the Initial Mortgage Loan Net WAC Rate, and with respect to any Distribution Date thereafter, a per annum rate equal to the Net Funds Cap. For federal income tax purposes, however, with respect to any Distribution Date, the Class P Certificates will be entitled to 100% of the interest accrued on REMIC 4 Regular Interest MTII-P.

Class Principal Balance: With respect to any Class and as to any date of determination, the aggregate of the Certificate Balances of all Certificates of such Class as of such date plus, in the case of any Subordinate Certificates, any increase in the Class Principal Balance of such Class pursuant to Section 4.02(vii) due to the receipt of Net Recoveries.

Class R-1 Interest: The sole class of residual interests in REMIC 1.

Class R-2 Interest: The sole class of residual interests in REMIC 2.

Class R-3 Interest: The sole class of residual interests in REMIC 3.

Class R-4 Interest: The sole class of residual interests in REMIC 4.

Class R-5 Interest: The sole class of residual interests in REMIC 5.

Closing Date: October 31, 2006.

Code: The Internal Revenue Code of 1986, as the same may be amended from time to time (or any successor statute thereto).

Collection Accounts: The accounts established and maintained by a Servicer in accordance with Section 3.05.

Collection Period: With respect to any Distribution Date, the period from the second day of the month immediately preceding such Distribution Date to and including the first day of the month of such Distribution Date.

Commission: The United States Securities and Exchange Commission.

Combined Loan-to-Value Ratio: With respect to any Mortgage Loan and as of any date of determination, the fraction (expressed as a percentage) the numerator of which is the sum of (i) original principal balance of the related Mortgage Loan at such date of determination and (ii) the unpaid principal balance of the related First Mortgage Loan as of either the date of origination of that Mortgage Loan or the date of origination of the related First Mortgage Loan and the denominator of which is the most recent Appraised Value of the related Mortgaged Property.

Compensating Interest Payment: For any Distribution Date, an amount to be paid by the applicable Servicer for such Distribution Date, equal to the lesser of (i) the sum of (x) an amount equal to 0.25% per annum on the aggregate Stated Principal Balance of the related Mortgage Loans otherwise payable to the related Servicer on such Distribution Date (prior to giving effect to any Scheduled Payments due on the Mortgage Loans on such Due Date) and (y) any Prepayment Interest Excess payable to such Servicer for such Distribution Date and (ii) the aggregate Prepayment Interest Shortfall for the Mortgage Loans being serviced by the related Servicer relating to voluntary Principal Prepayments received during the related Prepayment Period.

Confirmation: With respect to the Swap Agreement, the separate Confirmation, dated October 31, 2006, and evidencing a transaction between the Counterparty and the Supplemental Interest Trust Trustee.

Corporate Trust Office: The designated office of the Trustee at which at any particular time its corporate trust business with respect to this Agreement shall be administered, which office at the date of the execution of this Agreement is located at 60 Livingston Avenue, St. Paul, Minnesota 55107, Attention: Corporate Trust - Structured Finance: Home Equity Mortgage Trust-2006-5.

Corresponding Certificate: With respect to:

Counterparty: Initially, Credit Suisse International. Under the Swap Agreement the Counterparty will be either (a) entitled to receive payments from the Supplemental Interest Trust Trustee from amounts payable by the Trust Fund under this Agreement or (b) required to make payments to the Supplemental Interest Trust Trustee, in either case pursuant to the terms of the Swap Agreement.

Counterparty Trigger Event: With respect to any Distribution Date, (i) an Event of Default under the Swap Agreement with respect to which the Counterparty is a Defaulting Party, (ii) a Termination Event under the Swap Agreement with respect to which the Counterparty is the sole Affected Party, or (iii) an Additional Termination Event under the Swap Agreement with respect to which the Counterparty is the sole Affected Party.

Credit Risk Manager: Clayton Fixed Income Services Inc. (formerly known as The Murrayhill Company), a Colorado corporation.

Credit Risk Management Agreement: Either of the agreements between SPS or Ocwen and the Credit Risk Manager dated as of October 31, 2006.

Credit Risk Manager Fee: As to each Mortgage Loan and any Distribution Date, an amount equal to one month’s interest at the Credit Risk Manager Fee Rate on the Stated Principal Balance of such Mortgage Loan as of the Due Date in the month of such Distribution Date (prior to giving effect to any Scheduled Payments due on such Mortgage Loan on such Due Date).

Credit Risk Manager Fee Rate: 0.0175% per annum.

Credit Suisse: Credit Suisse Securities (USA) LLC, a Delaware limited liability company, and its successors and assigns.

Cumulative Loss Event: For any Distribution Date, a Cumulative Loss Event is occurring if Cumulative Net Realized Losses on the Mortgage Loans, equal or exceed the percentage of the Aggregate Collateral Balance as of the Cut-off Date for that Distribution Date as specified below:

Cumulative Net Realized Losses: As to any date of determination the aggregate amount of Realized Losses as reduced by any Net Recoveries received on Charged Off Loans.

Current Interest: For any Class of Certificates and Distribution Date, the amount of interest accruing at the applicable Pass-Through Rate on the related Class Principal Balance, or Notional Amount, as applicable, of such Class during the related Interest Accrual Period; provided, that if and to the extent that on any Distribution Date the Interest Remittance Amount is less than the aggregate distributions required pursuant to Section 4.02(b)(i)A-L without regard to this proviso, then the Current Interest on each such Class will be reduced, on a pro rata basis in proportion to the amount of Current Interest for each Class without regard to this proviso, by the lesser of (i) the amount of the deficiency described above in this proviso and (ii) the related Interest Shortfall for such Distribution Date.

Curtailment: Any payment of principal on a Mortgage Loan, made by or on behalf of the related Mortgagor, other than a Scheduled Payment, a prepaid Scheduled Payment or a Payoff, which is applied to reduce the outstanding Stated Principal Balance of the Mortgage Loan.

Custodial Agreement: The agreement, among the Trustee, the related Custodian and the Depositor providing for the safekeeping of any documents or instruments referred to in Section 2.01 on behalf of the Certificateholders, attached hereto as Exhibit R.

Custodian: LaSalle Bank National Association, a national banking association, or any successor custodian appointed pursuant to the terms of the related Custodial Agreement. Each Custodian so appointed shall act as agent on behalf of the Trustee, and shall be compensated by the Depositor. The Trustee shall remain at all times responsible under the terms of this Agreement, notwithstanding the fact that certain duties have been assigned to a Custodian.

Cut-off Date: For any Mortgage Loan, other than a Subsequent Mortgage Loan, October 1, 2006. For any Subsequent Mortgage Loan, the applicable Subsequent Transfer Date.

Cut-off Date Principal Balance: As to any Mortgage Loan, the Stated Principal Balance thereof as of the close of business on the Cut-off Date.

DBRS: Dominion Bond Rating Service. For purposes of Section 10.05(b) the address for notices to DBRS shall be Dominion Bond Rating Service, 55 Broadway, New York, New York 10006, Attention: RMBS, or such other address as DBRS may hereafter furnish to the Depositor, the Servicers, the Master Servicer and the Trustee.

Defaulting Party: As defined in the Swap Agreement

Defective Mortgage Loan: Any Mortgage Loan which is required to be repurchased pursuant to Section 2.02 or 2.03.

Deferred Amount: For any Class of Class M Certificates or Class B Certificates and any Distribution Date, will equal the amount by which (x) the aggregate of the Applied Loss Amounts previously applied in reduction of the Class Principal Balance thereof exceeds (y) the sum of (i) the aggregate of amounts previously paid in reimbursement thereof and (ii) the amount of the increase in the related Class Principal Balance due to the receipt of Net Recoveries as provided in Section 4.02(vii).

Definitive Certificates: Any Certificate issued in lieu of a Book-Entry Certificate pursuant to Section 5.02(e).

Deleted Mortgage Loan: As defined in Section 2.03.

Delinquent: As used herein, a Mortgage Loan is considered to be: “30 to 59 days” or “30 or more days” delinquent when a payment due on any scheduled due date remains unpaid as of the close of business on the next following monthly scheduled due date; “60 to 89 days” or “60 or more days” delinquent when a payment due on any scheduled due date remains unpaid as of the close of business on the second following monthly scheduled due date; and so on. The determination as to whether a Mortgage Loan falls into these categories is made as of the close of business on the last business day of each month. For example, a Mortgage Loan with a payment due on July 1 that remained unpaid as of the close of business on August 31 would then be considered to be 30 to 59 days delinquent.

Delinquency Rate: For any month, a fraction, expressed as a percentage, the numerator of which is the aggregate outstanding principal balance of all Mortgage Loans 60 or more days delinquent (including all foreclosures and REO Properties) as of the close of business on the last day of such month, and the denominator of which is the Aggregate Collateral Balance as of the close of business on the last day of such month.

Denomination: With respect to each Certificate, the amount set forth on the face thereof as the “Initial Certificate Balance of this Certificate” or the “Initial Notional Amount of this Certificate” or, if neither of the foregoing, the Percentage Interest appearing on the face thereof.

Depositor: Credit Suisse First Boston Mortgage Securities Corp., a Delaware corporation, or its successor in interest.

Depository: The initial Depository shall be The Depository Trust Company, the nominee of which is CEDE & Co., as the registered Holder of the Book-Entry Certificates. 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.

Depository Participant: A broker, dealer, bank or other financial institution or other Person for whom from time to time a Depository effects book-entry transfers and pledges of securities deposited with the Depository.

Determination Date: As to any Distribution Date, the second Business Day immediately following the 15th day of the month of such Distribution Date.

Distribution Date: The 25 ^th day of each month or if such day is not a Business Day, the first Business Day thereafter, commencing in November 2006.

DLJMC: DLJ Mortgage Capital, Inc., a Delaware corporation, and its successors and assigns.

Due Date: With respect to any Distribution Date and any Mortgage Loan, the day during the related Due Period on which the Scheduled Payment is due.

Due Period: With respect to each Distribution Date, the period commencing on the second day of the month preceding the month of the Distribution Date and ending on the first day of the month of the Distribution Date.

Eligible Account: Either (i) an account or accounts maintained with a federal or state chartered depository institution or trust company acceptable to the Rating Agencies or (ii) an account or accounts the deposits in which are insured by the FDIC to the limits established by such corporation, provided that any such deposits not so insured shall be maintained in an account at a depository institution or trust company whose commercial paper or other short term debt obligations (or, in the case of a depository institution or trust company which is the principal subsidiary of a holding company, the commercial paper or other short term debt obligations of such holding company) have been rated by Moody’s and DBRS in its highest short-term rating category and by S&P at least “A-1+”, or (iii) a segregated trust account or accounts (which shall be a “special deposit account”) maintained with the Trustee or any other federal or state chartered depository institution or trust company, acting in its fiduciary capacity, in a manner acceptable to the Trustee and the Rating Agencies. Eligible Accounts may bear interest.

Eligible Investments: Any one or more of the obligations and securities listed below which investment provides for a date of maturity not later than the Determination Date in each month:

(i)   direct obligations of, and obligations fully guaranteed by, the United States of America, or any agency or instrumentality of the United States of America the obligations of which are backed by the full faith and credit of the United States of America; or obligations fully guaranteed by, the United States of America; Freddie Mac, Fannie Mae, the Federal Home Loan Banks or any agency or instrumentality of the United States of America rated AA or higher by the Rating Agencies;

(ii)   federal funds, demand and time deposits in, certificates of deposits of, or bankers’ acceptances issued by, any depository institution or trust company incorporated or organized under the laws of the United States of America or any state thereof and subject to supervision and examination by federal and/or state banking authorities, so long as at the time of such investment or contractual commitment providing for such investment the commercial paper or other short-term debt obligations of such depository institution or trust company (or, in the case of a depository institution or trust company which is the principal subsidiary of a holding company, the commercial paper or other short-term debt obligations of such holding company) are rated in one of two of the highest ratings by each of the Rating Agencies, and the long-term debt obligations of such depository institution or trust company (or, in the case of a depository institution or trust company which is the principal subsidiary of a holding company, the long-term debt obligations of such holding company) are rated in one of two of the highest ratings, by each of the Rating Agencies;

(iii)   repurchase obligations with a term not to exceed 30 days with respect to any security described in clause (i) above and entered into with a depository institution or trust company (acting as a principal) rated “A” or higher by Moody’s and “A-1” or higher by S&P; provided, however, that collateral transferred pursuant to such repurchase obligation must be of the type described in clause (i) above and must (A) be valued daily at current market price plus accrued interest, (B) pursuant to such valuation, be equal, at all times, to 105% of the cash transferred by the Trustee in exchange for such collateral, and (C) be delivered to the Trustee or, if the Trustee is supplying the collateral, an agent for the Trustee, in such a manner as to accomplish perfection of a security interest in the collateral by possession of certificated securities;

(iv)   securities bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States of America or any state thereof which has a long-term unsecured debt rating in the highest available rating category of each of the Rating Agencies at the time of such investment;

(v)   commercial paper having an original maturity of less than 365 days and issued by an institution having a short-term unsecured debt rating in the highest available rating category of each Rating Agency that rates such securities at the time of such investment;

(vi)   a guaranteed investment contract approved by each of the Rating Agencies and issued by an insurance company or other corporation having a long-term unsecured debt rating in the highest available rating category of each of the Rating Agencies at the time of such investment;

(vii)   which may be 12b-1 funds as contemplated under the rules promulgated by the Securities and Exchange Commission under the Investment Company Act of 1940) having ratings in the highest available rating category of Moody’s and Fitch and or “AAAm” or “AAAm-G” by S&P at the time of such investment (any such money market funds which provide for demand withdrawals being conclusively deemed to satisfy any maturity requirements for Eligible Investments set forth herein) including money market funds of a Servicer or the Trustee and any such funds that are managed by a Servicer or the Trustee or their respective Affiliates or for a Servicer or the Trustee or any Affiliate of either acts as advisor, as long as such money market funds satisfy the criteria of this subparagraph (vii); and

(viii)   such other investments the investment in which will not, as evidenced by a letter from each of the Rating Agencies, result in the downgrading or withdrawal of the Ratings of the Certificates.

provided, however, that no such instrument shall be an Eligible Investment if such instrument evidences either (i) a right to receive only interest payments with respect to the obligations underlying such instrument, or (ii) both principal and interest payments derived from obligations underlying such instrument and the principal and interest payments with respect to such instrument provide a yield to maturity of greater than 120% of the yield to maturity at par of such underlying obligations.

ERISA: The Employee Retirement Income Security Act of 1974, as amended.

ERISA-Qualifying Underwriting: A best efforts or firm commitment underwriting or private placement that meets the requirements of Prohibited Transaction Exemption (“ PTE ”) 2002-41, 67 Fed. Reg. 54487 (2002) (or any successor thereto), or any substantially similar administrative exemption granted by the U.S. Department of Labor.

ERISA-Restricted Certificates: As specified in the Preliminary Statement.

Escrow Account: The separate account or accounts created and maintained by each Servicer pursuant to Section 3.06.

Escrow Mortgage Loan: Any Mortgage Loan for which the related Servicer has established an Escrow Account for items constituting Escrow Payments.

Escrow Payments: With respect to any Mortgage Loan, the amounts constituting ground rents, taxes, mortgage insurance premiums, fire and hazard insurance premiums, and any other payments required to be escrowed by the Mortgagor with the mortgagee pursuant to the Mortgage, applicable law or any other related document.

Event of Default: As defined in Section 7.01.

Excess Cashflow Loss Payment: As defined in Section 4.02(b)(iv)(A).

Excess Servicing Fee: With respect to each SPS Serviced Loan and Ocwen Serviced Loan and any Distribution Date, an amount equal to one month’s interest at the related Excess Servicing Fee Rate on the Stated Principal Balance of each such Mortgage Loan as of the Due Date in the month of such Distribution Date (prior to giving effect to any Scheduled Payments due on each such Mortgage Loan on such Due Date).

Excess Servicing Fee Rate: With respect to the SPS Serviced Loans, the excess, if any, of 0.50% over the “SPS Servicing Fee Rate” as defined in the SPS Letter Agreement. With respect to the Ocwen Serviced Loans, the excess, if any, of 0.50% over the “Ocwen Servicing Fee Rate” as defined in the Ocwen Letter Agreement.

Exchange Act: The Securities Exchange Act of 1934, as amended.

Expense Fees: As to each Mortgage Loan, the sum of the related Servicing Fee, the Excess Servicing Fee, the Credit Risk Manager Fee and the Trustee Fee.

Expense Fee Rate: As to each Mortgage Loan, the sum of the related Servicing Fee Rate, the Excess Servicing Fee Rate, if applicable, the Credit Risk Manager Fee Rate and the Trustee Fee Rate.

Fannie Mae: Fannie Mae, a federally chartered and privately owned corporation organized and existing under the Federal National Mortgage Association Charter Act, or any successor thereto.

Fannie Mae Guides: The Fannie Mae Sellers’ Guide and the Fannie Mae Servicers’ Guide and all amendments or additions thereto.

FDIC: The Federal Deposit Insurance Corporation, or any successor thereto.

FIRREA: The Financial Institutions Reform, Recovery and Enforcement Act of 1989.

First Mortgage Loan: A Mortgage Loan that is secured by a first lien on the Mortgaged Property securing the related Mortgage Note.

Fitch: Fitch, Inc., or any successor thereto.

Foreclosure Restricted Loan: Any Mortgage Loan that is 60 or more days delinquent as of the Closing Date, unless such Mortgage Loan has become current for three consecutive Scheduled Payments after the Closing Date.

Form 8-K Disclosure Information: As defined in Section 8.12(a)(ii).

Freddie Mac: Freddie Mac, a corporate instrumentality of the United States created and existing under Title III of the Emergency Home Finance Act of 1970, as amended, or any successor thereto.

Highest Priority: As of any date of determination, the Class of Subordinate Certificates then outstanding with a Class Principal Balance greater than zero, with the highest priority for payments pursuant to Section 4.02, in the following order of decreasing priority: Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class B-1 Certificates.

Initial Mortgage Loan: A Mortgage Loan conveyed to the Trust on the Closing Date pursuant to this Agreement as identified on the Mortgage Loan Schedule delivered to the Trustee on the Closing Date.

Initial Mortgage Loan Net WAC Rate: A per annum rate equal to the weighted average of the Net Mortgage Rates of the Initial Mortgage Loans.

Indirect Participant: A broker, dealer, bank or other financial institution or other Person that clears through or maintains a custodial relationship with a Depository Participant.

Insurance Proceeds: Proceeds paid under any Insurance Policy covering a Mortgage Loan to the extent the proceeds are not (i) applied to the restoration of the related Mortgaged Property, (ii) applied to the satisfaction of any related First Mortgage Loan or (iii) released to the Mortgagor in accordance with the procedures that the Servicer would follow in servicing mortgage loans held for its own account.

Interest Accrual Period: With respect to each Distribution Date, (i) with respect to the Class A-1, Class A-2, Class A-3, Class A-IO, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class B-1 Certificates, the period commencing on the immediately preceding Distribution Date (or the Closing Date, in the case of the first Distribution Date) and ending on the day immediately preceding the related Distribution Date, and (ii) with respect to the Class A-R, Class P, Class X-1 and Class X-S Certificates, the calendar month prior to the month of such Distribution Date.

Interest Remittance Amount: For any Distribution Date, an amount equal to (A) the sum of (1) all interest collected (other than Payaheads, if applicable) or advanced in respect of Scheduled Payments on the Mortgage Loans during the related Due Period, the interest portion of Payaheads previously received and intended for application in the related Due Period and the interest portion of all Payoffs and Curtailments received on the Mortgage Loans during the related Prepayment Period, less (x) the Expense Fee (other than the Excess Servicing Fee) with respect to such Mortgage Loans and (y) unreimbursed Advances and other amounts due to a Servicer or the Trustee with respect to such Mortgage Loans, to the extent allocable to interest, (2) all Compensating Interest Payments paid by each Servicer with respect to the Mortgage Loans it is servicing and such Distribution Date, (3) the portion of any Substitution Adjustment Amount or Repurchase Price paid with respect to such Mortgage Loans during the calendar month immediately preceding the Distribution Date allocable to interest, (4) all Liquidation Proceeds, Net Recoveries and any Insurance Proceeds and other recoveries (net of unreimbursed Advances, Servicing Advances and expenses, to the extent allocable to interest, and unpaid Servicing Fees) collected with respect to the Mortgage Loans during the prior calendar month, to the extent allocable to interest and (5) any amounts withdrawn from the Capitalized Interest Account to pay interest on the Certificates with respect to such Distribution Date minus (B) amounts payable by the Trust to the Counterparty in respect of Net Swap Payments and Swap Termination Payments (other than Swap Termination Payments resulting from a Counterparty Trigger Event and to the extent not paid by the Supplemental Interest Trust Trustee from any upfront payment received pursuant to any related replacement swap agreement that may be entered into by the Supplemental Interest Trust Trustee) for such Distribution Date (or, if such Distribution Date is not also a Swap Payment Date, for the related Swap Payment Date).

Interest Shortfall: For any Distribution Date, the aggregate shortfall, if any, in collections of interest for the previous month (adjusted to the related Net Mortgage Rate) on Mortgage Loans resulting from (a) Principal Prepayments received during the related Prepayment Period to the extent not covered by Compensating Interest and (b) Relief Act Reductions.

ISDA: International Swaps and Derivatives Association, Inc.

ISDA Master Agreement: With respect to the Swap Agreement, the Master Agreement dated as of the Closing Date between the Supplemental Interest Trust Trustee and the Counterparty, including the Schedule thereto.

Last Scheduled Distribution Date: With respect to each Class of Certificates, other than the Class A-IO Certificates, the Distribution Date in January 2037. With respect to the Class A-IO Certificates, the Distribution Date in April 2009.

Latest Possible Maturity Date: For purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” of all interests created in REMIC 1, REMIC 2, REMIC 3, REMIC 4 and REMIC 5 shall be January 25, 2037.

LIBOR: For any Interest Accrual Period other than the first Interest Accrual Period, the rate for United States dollar deposits for one month which appears on the Dow Jones Telerate Screen Page 3750 as of 11:00 A.M., London, England time, on the second LIBOR Business Day prior to the first day of such Interest Accrual Period. With respect to the first Interest Accrual Period, the rate for United States dollar deposits for one month which appears on the Dow Jones Telerate Screen Page 3750 as of 11:00 A.M., London, England time, two LIBOR Business Days prior to the Closing Date. If such rate does not appear on such page (or such other page as may replace that page on that service, or if such service is no longer offered, such other service for displaying LIBOR or comparable rates as may be reasonably selected by the Trustee), the rate will be the Reference Bank Rate. If no such quotations can be obtained and no Reference Bank Rate is available, LIBOR will be the LIBOR applicable to the Interest Accrual Period preceding the next applicable Distribution Date.

LIBOR Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day on which banking institutions in the State of New York or in the city of London, England are required or authorized by law to be closed.

LIBOR Certificates: The Class A-2, Class A-3, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class B-1 Certificates.

Liquidated Mortgage Loan: With respect to any Distribution Date, a defaulted Mortgage Loan (including any REO Property) which was liquidated or for which payments under the related private mortgage insurance policy, hazard insurance policy or any condemnation proceeds were received, in the calendar month preceding the month of such Distribution Date and as to which the related Servicer has determined (in accordance with this Agreement) that it has received all amounts it expects to receive in connection with the liquidation of such Mortgage Loan, including the final disposition of the related REO Property.

Liquidation Proceeds: Amounts, including Insurance Proceeds, received in connection with the partial or complete liquidation of defaulted Mortgage Loans, whether through trustee’s sale, foreclosure sale or similar disposition or amounts received in connection with any condemnation or partial release of a Mortgaged Property and any other proceeds received in connection with an REO Property, in each case, which, for the avoidance of doubt, is remaining after, or not otherwise required to be applied to, the satisfaction of any related First Mortgage Loan, less the sum of related unreimbursed Expense Fees, Servicing Advances, Advances and reasonable out-of-pocket expenses.

Majority in Interest: As to any Class of Regular Certificates or the Class X-2 Certificates, the Holders of Certificates of such Class evidencing, in the aggregate, at least 51% of the Percentage Interests evidenced by all Certificates of such Class.

Majority Servicer: The Servicer servicing the largest percentage by Stated Principal Balance of outstanding Mortgage Loans on the Optional Termination Date.

Marker Rate: With respect to the Class X-1 Certificates and any Distribution Date, a per annum rate equal to two (2) times the weighted average of the Uncertificated REMIC 4 Pass-Through Rates for REMIC 4 Regular Interests MTII-A-1, MTII-A-2, MTII-A-3, MTII-M-1, MTII-M-2, MTII-M-3, MTII-M-4, MTII-M-5, MTII-M-6, MTII-M-7, MTII-M-8, MTII-M-9, MTII-B-1 and MTII-ZZ, with the rates on the REMIC 4 Regular Interests MTII-A-3, MTII-M-1, MTII-M-2, MTII-M-3, MTII-M-4, MTII-M-6, MTII-M-7, MTII-M-8, MTII-M-9 and MTII-B-1subject to a cap, for the purpose of this calculation, equal to the lesser of (A) LIBOR plus the Certificate Margin for the Corresponding Certificate and (B) the REMIC 4 Net WAC Rate, with the rate on the REMIC 4 Regular Interest MTII-A-1 subject to a cap, for purposes of this calculation, equal to the lesser of (A) 5.500% per annum on or prior to the Optional Termination Date and 6.000% per annum after the Optional Termination Date and (B) the REMIC 4 Net WAC Rate and with the rate on the REMIC 4 Regular Interest MTII-ZZ subject to a cap, for the purpose of this calculation, equal to zero.

Maximum Notional Amount: With respect to the Class X-S Certificates and solely for purposes of the face thereof, $800,000,000.

MERS: Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the laws of the State of Delaware, or any successor thereto.

MERS Mortgage Loan: Any Mortgage Loan registered with MERS on the MERS System.

MERS® System: The system of recording transfers of Mortgages electronically maintained by MERS.

MIN: The Mortgage Identification Number for Mortgage Loans registered with MERS on the MERS® System.

MOM Loan: With respect to any Mortgage Loan, MERS acting as the mortgagee of such Mortgage Loan, solely as nominee for the originator of such Mortgage Loan and its successors and assigns, at the origination thereof.

Monthly Excess Cashflow: For any Distribution Date, an amount equal to the sum of (1) the Monthly Excess Interest and (2) the Overcollateralization Release Amount, if any, for such date.

Monthly Excess Interest: As to any Distribution Date, the sum of (A) the Interest Remittance Amount remaining after the application of payments pursuant to clauses A. through M. of Section 4.02(b)(i) plus (B) the Principal Payment Amount remaining after the application of payments pursuant to clauses A. through L. of Section 4.02(b)(ii) or (iii).

Monthly Statement: The statement delivered to the Certificateholders pursuant to Section 4.06.

Moody’s: Moody’s Investors Service, Inc., or any successor thereto. For purposes of Section 10.05(b) the address for notices to Moody’s shall be Moody’s Investors Service, Inc., 99 Church Street, New York, New York 10007, Attention: Residential Pass-Through Monitoring, or such other address as Moody’s may hereafter furnish to the Depositor, the Servicers, the Master Servicer and the Trustee.

Mortgage: The mortgage, deed of trust or other instrument creating a first or second lien on an estate in fee simple or leasehold interest in real property securing a Mortgage Note.

Mortgage File: The Mortgage documents listed in Section 2.01(b) hereof pertaining to a particular Initial Mortgage Loan or Subsequent Mortgage Loan and any additional documents delivered to the Trustee to be added to the Mortgage File pursuant to this Agreement.

Mortgage Loans: Such of the mortgage loans transferred and assigned to the Trustee pursuant to the provisions hereof as from time to time are held as a part of the Trust Fund (including any REO Property), the mortgage loans so held being identified in the Mortgage Loan Schedule, notwithstanding foreclosure or other acquisition of title of the related Mortgaged Property.

Mortgage Loan Purchase Agreement: Each mortgage loan purchase agreement between the Seller and an Originator.

Mortgage Loan Schedule: The Mortgage Loan Schedule which will list the Mortgage Loans (as from time to time amended by the Seller to reflect the addition of Qualified Substitute Mortgage Loans and the purchase of Mortgage Loans pursuant to Section 2.01(f), 2.02 or 2.03) transferred to the Trustee as part of the Trust Fund and from time to time subject to this Agreement, attached hereto as Schedule I, setting forth the following information with respect to each Mortgage Loan:

(i)    the Mortgage Loan identifying number;

(ii)    a code indicating the type of Mortgaged Property and the occupancy status;

(iii)    a code indicating the Servicer of the Mortgage Loan;

(iv)    the original months to maturity;

(v)    the Loan-to-Value Ratio at origination;

(vi)    the Combined Loan-to-Value Ratio at origination;

(vii)    the related borrower’s debt-to-income ratio at origination;

(viii)    the related borrower’s credit score at origination;

(ix)    the Mortgage Rate as of the Cut-off Date;

(x)    the stated maturity date;

(xi)    the amount of the Scheduled Payment as of the Cut-off Date;

(xii)    the original principal amount of the Mortgage Loan;

(xiii)    the principal balance of the Mortgage Loan as of the close of business on the Cut-off Date, after deduction of payments of principal due on or before the Cut-off Date whether or not collected;

(xiv)    the purpose of the Mortgage Loan (i.e., purchase, rate and term refinance, equity take-out refinance);

(xv)    a code indicating whether a Prepayment Charge is required to be paid in connection with a prepayment of the Mortgage Loan and the term and the amount of the Prepayment Charge;

(xvi)    an indication whether the Mortgage Loan accrues interest at an adjustable Mortgage Rate or a fixed Mortgage Rate;

(xvii)    the index that is associated with such Mortgage Loan, if applicable;

(xviii)    the gross margin, if applicable;

(xix)    the periodic rate cap, if applicable;

(xx)    the minimum mortgage rate, if applicable;

(xxi)    the maximum mortgage rate, if applicable;

(xxii)    the first adjustment date after the Cut-off Date, if applicable;

(xxiii)    the Servicing Fee Rate;

(xxiv)    the Expense Fee Rate;

(xxv)    a code indicating whether the Mortgage Loan is a MERS Mortgage Loan and, if so, its corresponding MIN; and

(xxvi)    a code indicating whether the Mortgage Loan is a Balloon Loan.

With respect to the Mortgage Loans in the aggregate, each Mortgage Loan Schedule shall set forth the following information, as of the Cut-off Date:

(i)    the number of Mortgage Loans;

(ii)    the current aggregate principal balance of the Mortgage Loans as of the close of business on the Cut-off Date, after deduction of payments of principal due on or before the Cut-off Date whether or not collected; and

(iii)    the weighted average Mortgage Rate of the Mortgage Loans.

Mortgage Note: The original executed note or other evidence of indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan.

Mortgage Rate: The annual fixed rate of interest borne by a Mortgage Note.

Mortgaged Property: The underlying real property securing a Mortgage Loan.

Mortgagor: The obligor(s) on a Mortgage Note.

Net Excess Spread: With respect to any Distribution Date and Loan, a fraction, expressed as a percentage, the numerator of which is equal to the excess of (x) the aggregate Stated Principal Balance for such Distribution Date of the Mortgage Loans, multiplied by the weighted average Net Mortgage Rate of such Mortgage Loans over (y) the Interest Remittance Amount for such Distribution Date, and the denominator of which is an amount equal to the aggregate Stated Principal Balance for such Distribution Date of the Mortgage Loans, multiplied by the actual number of days elapsed in the related Interest Accrual Period divided by 360.

Net Funds Cap: As to any Distribution Date, will be a per annum rate equal to (a) a fraction, expressed as a percentage, (a) the numerator of which is (1) the sum of (A) the amount of interest accrued on the Mortgage Loans for such date and (B) any amounts withdrawn from the Capitalized Interest Account to pay interest on the Certificates for such Distribution Date, minus (2) the sum of (w) the Expense Fee, (x) except with respect to the Class A-IO Certificates, the aggregate amount of Current Interest for the Class A-IO Certificates for such date and (y) amounts payable by the Trust to the Counterparty in respect of Net Swap Payments and Swap Termination Payments (other than Swap Termination Payments resulting from a Counterparty Trigger Event and to the extent not paid by the Supplemental Interest Trust Trustee from any upfront payment received pursuant to any related replacement swap agreement that may be entered into by the Supplemental Interest Trust Trustee) for such Distribution Date, and (b) the denominator of which is the product of (i) the Aggregate Collateral Balance immediately preceding such Distribution Date (or as of the Cut-off Date in the case of the first Distribution Date), and (ii)(x) in the case of the Class A-1, Class A-IO, Class A-R and Class P Certificates, 1/12 and (y) in the case of the Class A-2, Class A-3, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class B-1 Certificates, the actual number of days in the related Interest Accrual Period divided by 360. For federal income tax purposes, however, as to any Distribution Date and the Regular Certificates (other than the Class A-IO Certificates) will be the expressed as a per annum rate equal to the weighted average of the Uncertificated Pass-Through Rates on the REMIC 4 Regular Interests (other than the REMIC 4 Regular Interest MTII-P, REMIC 4 Regular Interest MTII-R, REMIC 4 Regular Interest MTII-S, REMIC 4 Regular Interest MTII-IO and REMIC 4 Regular Interest MTII-A-IO) multiplied by (in the case of the Class A-2, Class A-3, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class B-1 Certificates) 30 and divided by the actual number of days in the related Interest Accrual Period. For federal income tax purposes, the Class A-IO Certificates shall not have a Net Funds Cap, but shall be entitled to 100% of the amounts distributed on REMIC 4 Regular Interest MTII-A-IO.

Net Mortgage Rate: As to each Mortgage Loan, and at any time, the per annum rate equal to the Mortgage Rate less the related Expense Fee Rate.

Net Prepayment Interest Shortfalls: As to any Distribution Date, the amount, if any, by which the aggregate of Prepayment Interest Shortfalls during the Prepayment Period exceeds the Compensating Interest Payment for such Distribution Date.

Net Swap Payment: With respect to each Swap Payment Date, the net payment required to be made pursuant to the terms of the Swap Agreement by either the Counterparty or the Supplemental Interest Trust Trustee which net payment shall not take into account any Swap Termination Payment.

Notional Amount: The Class A-IO Notional Amount, Class X-1 Notional Amount or the Class X-S Notional Amount, as applicable.

Notional Amount Certificates: As specified in the Preliminary Statement.

Ocwen: Ocwen Loan Servicing, LLC, a Delaware limited liability company.

Ocwen Letter Agreement: The securitization servicing side letter agreement, dated as of October 1, 2006, between the Seller and Ocwen, as amended, supplemented or superseded from time to time.

Ocwen Serviced Loans: The Mortgage Loans identified as such on the Mortgage Loan Schedule.

Ocwen Special Servicing: With regard to any Ocwen Serviced Loans that become Charged Off Loans, the servicing of such Charged Off Loans using specialized collection procedures (including foreclosure, if appropriate) to maximize recoveries.

Ocwen Termination Test: With respect to the Ocwen Serviced Loans and each Determination Date, the Ocwen Termination Test will be failed if (A) the Realized Loss Percentage for the Ocwen Serviced Loans exceeds the applicable percentages set forth below with respect to such Distribution Date:

* The percentages set forth above are the percentages applicable for the first Distribution Date in the corresponding range of Distribution Dates. The percentage for each succeeding Distribution Date in a range increases incrementally by a fraction, the numerator of which is one and the denominator of which is the number of months in the corresponding range of Distribution Dates, inclusive, of the positive difference between the percentage applicable to the first Distribution Date in that range and the percentage applicable to the first Distribution Date in the succeeding range.

and (B) Holders of the Certificates entitled to 51% or more of the Voting Rights request in writing to the Trustee to terminate Ocwen as a Servicer under this Agreement pursuant to the terms of Section 7.01.

Offered Certificates: As specified in the Preliminary Statement.

Officer’s Certificate: A certificate signed by the Chairman of the Board or the Vice Chairman of the Board or the President or a Vice President or an Assistant Vice President or the Treasurer or the Secretary or one of the Assistant Treasurers or Assistant Secretaries of a Servicer, any Special Servicer or the Depositor, and delivered to the Depositor or the Trustee, as the case may be, as required by this Agreement.

Opinion of Counsel: A written opinion of counsel, who may be counsel for the Depositor or a Servicer, including in-house counsel, reasonably acceptable to the Trustee; provided, however, that with respect to the interpretation or application of the REMIC Provisions, such counsel must (i) in fact be independent of the Depositor and any Servicer, (ii) not have any material direct financial interest in the Depositor or any Servicer or in any affiliate of either, and (iii) not be connected with the Depositor or any Servicer as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions.

Optional Termination: The termination of the trust created hereunder in connection with the purchase of the Mortgage Loans pursuant to Section 9.01.

Optional Termination Date: The first date on which the Optional Termination may be exercised.

Optional Termination Notice Period: As defined in Section 9.02.

Originator: With respect to each Mortgage Loan, the entity that sold such Mortgage Loan to the Seller.

OTS: The Office of Thrift Supervision.

Outsourcer: As defined in Section 3.02.

Outstanding: With respect to the Certificates as of any date of determination, all Certificates theretofore executed and authenticated under this Agreement except: (i) Certificates theretofore canceled by the Trustee or delivered to the Trustee for cancellation; and (ii) Certificates in exchange for which or in lieu of which other Certificates have been executed and delivered by the Trustee pursuant to this Agreement.

Outstanding Mortgage Loan: As of any Due Date, a Mortgage Loan with a Stated Principal Balance greater than zero which was not the subject of a Payoff prior to such Due Date and which did not become a Liquidated Mortgage Loan or Charged Off Loan prior to such Due Date.

Overcollateralization Amount: For any Distribution Date, an amount equal to the amount, if any, by which (x) the Aggregate Collateral Balance for such Distribution Date exceeds (y) the aggregate Class Principal Balance of the Certificates after giving effect to payments on such Distribution Date.

Overcollateralization Release Amount: For any Distribution Date, an amount equal to the lesser of (x) the Principal Remittance Amount (without regard to clause (6) of such definition) for such Distribution Date and (y) the amount, if any, by which (1) the Overcollateralization Amount for such date, calculated for this purpose on the basis of the assumption that 100% of the aggregate of the Principal Remittance Amount and Excess Cashflow Loss Payment for such date is applied on such date in reduction of the aggregate of the Class Principal Balances of the Certificates (to an amount not less than zero), exceeds (2) the Targeted Overcollateralization Amount for such date.

Overfunded Interest Amount: With respect to the November 2006 Distribution Date and December 2006 Distribution Date, the excess of (A) the amount on deposit in the Capitalized Interest Account on such date over (B) the excess of (i) the amount of interest accruing at (x) the assumed weighted average Pass-Through Rates of the Certificates multiplied by (y) the Pre-Funding Amount outstanding at the end of the related Due Period for the total number of days remaining through the end of the Interest Accrual Periods ending (a) November 27, 2006, (b) December 26, 2006 and (c) January 25, 2007 over (ii) one month of investment earnings on the amount on deposit in the Capitalized Interest Account on such date at an annual rate of 2.677%. The assumed weighted average Pass-Through Rate of the Certificates will be calculated assuming LIBOR is 5.32% for any Subsequent Transfer Date for the Subsequent Mortgage Loans prior to the November 2006 Distribution Date, 5.67% for any Subsequent Transfer Date for the Subsequent Mortgage Loans prior to the December 2006 Distribution Date and 6.02% for any Subsequent Transfer Date for the Subsequent Mortgage Loans prior to the January 2007 Distribution Date.

Ownership Interest: As to any Residual Certificate, any ownership or security interest in such Certificate including any interest in such Certificate as the Holder thereof and any other interest therein, whether direct or indirect, legal or beneficial.

Par Value: As defined in Section 9.01 hereof.

Pass-Through Rate: With respect to the Class A-1, Class A-2, Class A-3, Class A-IO, Class A-R, Class P, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class B-1 Certificates, the Class A-1 Pass-Through Rate, Class A-2 Pass-Through Rate, Class A-3 Pass-Through Rate, Class A-IO Pass-Through Rate, Class A-R Pass-Through Rate, Class P Pass-Through Rate, Class M-1 Pass-Through Rate, Class M-2 Pass-Through Rate, Class M-3 Pass-Through Rate, Class M-4 Pass-Through Rate, Class M-5 Pass-Through Rate, Class M-6 Pass-Through Rate, Class M-7 Pass-Through Rate, Class M-8 Pass-Through Rate, Class M-9 Pass-Through Rate and Class B-1 Pass-Through Rate.

With respect to the Class X-1 Certificates and any Distribution Date, a per annum rate equal to the percentage equivalent of a fraction, the numerator of which is the sum of the amounts calculated pursuant to clauses (A) through (O) below, and the denominator of which is the aggregate of the Uncertificated Principal Balances of REMIC 4 Regular Interest MTII-AA, REMIC 4 Regular Interest MTII-A-1, REMIC 4 Regular Interest MTII-A-2, REMIC 4 Regular Interest MTII-A-3, REMIC 4 Regular Interest MTII-M-1, REMIC 4 Regular Interest MTII-M-2, REMIC 4 Regular Interest MTII-M-3, REMIC 4 Regular Interest MTII-M-4, REMIC 4 Regular Interest MTII-M-5, REMIC 4 Regular Interest MTII-M-6, REMIC 4 Regular Interest MTII-M-7, REMIC 4 Regular Interest MTII-M-8, REMIC 4 Regular Interest MTII-M-9, REMIC 4 Regular Interest MTII-B-1 and REMIC 4 Regular Interest MTII-ZZ. For purposes of calculating the Pass-Through Rate for the Class X-1 Certificates, the numerator is equal to the sum of the following components:

(A)   the Uncertificated REMIC 4 Pass-Through Rate for REMIC 4 Regular Interest MTII-AA minus the Marker Rate, applied to an amount equal to the Uncertificated Principal Balance of REMIC 4 Regular Interest MTII-AA;

(B)   the Uncertificated REMIC 4 Pass-Through Rate for REMIC 4 Regular Interest MTII-A-1 minus the Marker Rate, applied to an amount equal to the Uncertificated Principal Balance of REMIC 4 Regular Interest MTII-A-1;

(C)   the Uncertificated REMIC 4 Pass-Through Rate for REMIC 4 Regular Interest MTII-A-2 minus the Marker Rate, applied to an amount equal to the Uncertificated Principal Balance of REMIC 4 Regular Interest MTII-A-2;

(D)   the Uncertificated REMIC 4 Pass-Through Rate for REMIC 4 Regular Interest MTII-A-3 minus the Marker Rate, applied to an amount equal to the Uncertificated Principal Balance of REMIC 4 Regular Interest MTII-A-3;

(E)   the Uncertificated REMIC 4 Pass-Through Rate for REMIC 4 Regular Interest MTII-M-1 minus the Marker Rate, applied to an amount equal to the Uncertificated Principal Balance of REMIC 4 Regular Interest MTII-M-1;

(F)   the Uncertificated REMIC 4 Pass-Through Rate for REMIC 4 Regular Interest MTII-M-2 minus the Marker Rate, applied to an amount equal to the Uncertificated Principal Balance of REMIC 4 Regular Interest MTII-M-2;

(G)   the Uncertificated REMIC 4 Pass-Through Rate for REMIC 4 Regular Interest MTII-M-3 minus the Marker Rate, applied to an amount equal to the Uncertificated Principal Balance of REMIC 4 Regular Interest MTII-M-3;

(H)   the Uncertificated REMIC 4 Pass-Through Rate for REMIC 4 Regular Interest MTII-M-4 minus the Marker Rate, applied to an amount equal to the Uncertificated Principal Balance of REMIC 4 Regular Interest MTII-M-4;

(I)   the Uncertificated REMIC 4 Pass-Through Rate for REMIC 4 Regular Interest MTII-M-5 minus the Marker Rate, applied to an amount equal to the Uncertificated Principal Balance of REMIC 4 Regular Interest MTII-M-5;

(J)   the Uncertificated REMIC 4 Pass-Through Rate for REMIC 4 Regular Interest MTII-M-6 minus the Marker Rate, applied to an amount equal to the Uncertificated Principal Balance of REMIC 4 Regular Interest MTII-M-6;

(K)   the Uncertificated REMIC 4 Pass-Through Rate for REMIC 4 Regular Interest MTII-M-7 minus the Marker Rate, applied to an amount equal to the Uncertificated Principal Balance of REMIC 4 Regular Interest MTII-M-7;

(L)   the Uncertificated REMIC 4 Pass-Through Rate for REMIC 4 Regular Interest MTII-M-8 minus the Marker Rate, applied to an amount equal to the Uncertificated Principal Balance of REMIC 4 Regular Interest MTII-M-8;

(M)   the Uncertificated REMIC 4 Pass-Through Rate for REMIC 4 Regular Interest MTII-M-9 minus the Marker Rate, applied to an amount equal to the Uncertificated Principal Balance of REMIC 4 Regular Interest MTII-M-9;

(N)   the Uncertificated REMIC 4 Pass-Through Rate for REMIC 4 Regular Interest MTII-B-1 minus the Marker Rate, applied to an amount equal to the Uncertificated Principal Balance of REMIC 4 Regular Interest MTII-B-1; and

(O)   the Uncertificated REMIC 4 Pass-Through Rate for REMIC 4 Regular Interest MTII-ZZ minus the Marker Rate, applied to an amount equal to the Uncertificated Principal Balance of REMIC 4 Regular Interest MTII-ZZ.

Payahead: Any Scheduled Payment intended by the related Mortgagor to be applied in a Due Period subsequent to the Due Period in which such payment was received.

Payoff: Any payment of principal on a Mortgage Loan equal to the entire outstanding Stated Principal Balance of such Mortgage Loan, if received in advance of the last scheduled Due Date for such Mortgage Loan and accompanied by an amount of interest equal to accrued unpaid interest on the Mortgage Loan to the date of such payment-in-full.

Percentage Interest: As to any Certificate, the percentage interest evidenced thereby in distributions required to be made on the related Class, such percentage interest being set forth on the face thereof or equal to the percentage obtained by dividing the Denomination of such Certificate by the aggregate of the Denominations of all Certificates of the same Class.

Permitted Transferee: Any person other than (i) the United States, any State or political subdivision thereof, or any agency or instrumentality of any of the foregoing, (ii) a foreign government, International Organization or any agency or instrumentality of either of the foregoing, (iii) an organization (except certain farmers’ cooperatives described in section 521 of the Code) which is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed by section 511 of the Code on unrelated business taxable income) on any excess inclusions (as defined in section 860E(c)(1) of the Code) with respect to any Residual Certificate, (iv) rural electric and telephone cooperatives described in section 1381(a)(2)(C) of the Code, (v) a Person that is not a United States Person, and (vi) a Person designated as a non-Permitted Transferee by the Depositor based upon an Opinion of Counsel that the Transfer of an Ownership Interest in a Residual Certificate to such Person may cause any REMIC created 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 section 7701 of the Code or successor provisions. A corporation will not be treated as an instrumentality of the United States or of any State or political subdivision thereof for these purposes 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 government unit.

Person: Any individual, corporation, partnership, joint venture, association, limited liability company, joint-stock company, trust, unincorporated organization or government, or any agency or political subdivision thereof.

Physical Certificates: As specified in the Preliminary Statement.

Pre-Funding Account: The separate Eligible Account created and maintained by the Trustee with respect to the Mortgage Loans pursuant to Section 3.05(f) in the name of the Trustee for the benefit of the Certificateholders and designated “U.S. Bank National Association, in trust for registered holders of Home Equity Mortgage Pass-Through Certificates, Series 2006-5.” Funds in the Pre-Funding Account shall be held in trust for the Certificateholders for the uses and purposes set forth in this Agreement and shall not be a part of any REMIC created hereunder; provided, however, that any investment income earned from Eligible Investments made with funds in the Pre-Funding Account shall be for the account of the Depositor.

Pre-Funding Amount: The amount deposited in the Pre-Funding Account on the Closing Date, which shall equal $113,075,796.21.

Pre-Funding Period: the period from the Closing Date until the earliest of (i) the date on which the amount on deposit in the Pre-Funding Account is reduced to zero, (ii) the date on which an Event of Default occurs or (iii) January 24, 2007.

Prepayment Charge: With respect to any Mortgage Loan, any charge required to be paid if the Mortgagor prepays such Mortgage Loan as provided in the related Mortgage Note or Mortgage.

Prepayment Interest Excess: As to any Mortgage Loan, Distribution Date and Principal Prepayment in full during the portion of the related Prepayment Period occurring from the first day through the fourteenth day of the calendar month in which such Distribution Date occurs, an amount equal to interest (to the extent received) at the applicable Mortgage Rate (giving effect to any applicable Relief Act Reduction), as reduced by the related Expense Fee Rate on the amount of such Principal Prepayment for the number of days commencing on the first day of the calendar month in which such Distribution Date occurs and ending on the date on which such Principal Prepayment is so applied; provided that Prepayment Interest Excess shall only exist with respect to any Mortgage Loan and any Distribution Date if the related Principal Prepayment in full is deposited by the applicable Servicer in the related Collection Account pursuant to Section 3.05(b)(i) hereof in the same month as such Principal Prepayment in full is made, to be included with distributions on such Distribution Date.

Prepayment Interest Shortfall: As to any Mortgage Loan, Distribution Date and Principal Prepayment, other than Principal Prepayments in full that occur during the portion of the Prepayment Period that is in the same calendar month as the Distribution Date, the difference between (i) one full month’s interest at the applicable Mortgage Rate (giving effect to any applicable Relief Act Reduction), as reduced by the Expense Fee Rate, on the Stated Principal Balance of such Mortgage Loan immediately prior to such Principal Prepayment and (ii) the amount of interest actually received that accrued during the month immediately preceding such Distribution Date or, with respect to any Mortgage Loan with a Due Date other than the first of the month, the amount of interest actually received that accrued during the one-month period immediately preceding the Due Date following the Principal Prepayment, with respect to such Mortgage Loan in connection with such Principal Prepayment.

Prepayment Period: With respect to each Distribution Date (other than the November 2006 Distribution Date), each Mortgage Loan and each Payoff, the related “Prepayment Period” will be the 15 ^th of the month preceding the month in which the related Distribution Date occurs through the 14 ^th of the month in which the related Distribution Date occurs. With respect to the November 2006 Distribution Date, each Mortgage Loan and each Payoff, the related “Prepayment Period” will be October 1, 2006 through November 14, 2006. With respect to each Distribution Date and each Curtailment, the related “Prepayment Period” will be the calendar month preceding the month in which the related Distribution Date occurs.

Principal Payment Amount: For any Distribution Date, an amount equal to the Principal Remittance Amount for such date, minus the Overcollateralization Release Amount, if any, for such date.

Principal Prepayment: Any payment of principal on a Mortgage Loan which constitutes a Payoff or Curtailment.

Principal Remittance Amount: For any Distribution Date, an amount equal to (A) the sum of (1) all principal collected (other than Payaheads) or advanced in respect of Scheduled Payments on the Mortgage Loans during the related Due Period (less unreimbursed Advances, Servicing Advances and other amounts due to each Servicer and the Trustee with respect to the Mortgage Loans, to the extent allocable to principal) and the principal portion of Payaheads previously received and intended for application in the related Due Period, (2) all Principal Prepayments on the Mortgage Loans received during the related Prepayment Period, (3) the outstanding principal balance of each Mortgage Loan that was repurchased by the Seller, the Terminating Entity or by any Special Servicer during the calendar month immediately preceding such Distribution Date, (4) the portion of any Substitution Adjustment Amount paid with respect to any Deleted Mortgage Loans during the calendar month immediately preceding such Distribution Date allocable to principal, (5) all Liquidation Proceeds, and any Insurance Proceeds and other recoveries (net of unreimbursed Advances, Servicing Advances and other expenses, to the extent allocable to principal) and Net Recoveries collected with respect to the Mortgage Loans during the prior calendar month, to the extent allocable to principal, (6) amounts withdrawn from the Swap Account to cover Realized Losses on the Mortgage Loans incurred during the related Collection Period and (7) with respect to the Distribution Date in January 2007, the amount remaining in the Pre-Funding Account at the end of the Pre-Funding Period minus (B) the sum of (1) amounts payable by the Trust to the Counterparty in respect of Net Swap Payments and Swap Termination Payments (other than Swap Termination Payments resulting from a Counterparty Trigger Event and to the extent not paid by the Supplemental Interest Trust Trustee from any upfront payment received pursuant to any related replacement swap agreement that may be entered into by the Supplemental Interest Trust Trustee) for such Distribution Date (or, if such Distribution Date is not also a Swap Payment Date, for the related Swap Payment Date) to the extent not paid from the Interest Remittance Amount for such Distribution Date and the extent remaining unpaid from any previous Distribution Date and (2) the Capitalization Reimbursement Amount for such Distribution Date.

Prospectus Supplement: The Prospectus Supplement dated October 30, 2006 relating to the Offered Certificates.

PUD: Planned Unit Development.

Qualified Insurer: A mortgage guaranty insurance company duly qualified as such under the laws of the state of its principal place of business and each state having jurisdiction over such insurer in connection with the insurance policy issued by such insurer, duly authorized and licensed in such states to transact a mortgage guaranty insurance business in such states and to write the insurance provided by the insurance policy issued by it, approved as a Fannie Mae- or Freddie Mac-approved mortgage insurer or having a claims paying ability rating of at least “AA” or equivalent rating by at least two nationally recognized statistical rating organizations. Any replacement insurer with respect to a Mortgage Loan must have at least as high a claims paying ability rating as the insurer it replaces had on the Closing Date.

Qualified Substitute Mortgage Loan: A Mortgage Loan substituted by the Seller for a Deleted Mortgage Loan which must, on the date of such substitution, as confirmed in a Request for Release, substantially in the form of Exhibit M (i) have a Stated Principal Balance, after deduction of the principal portion of the Scheduled Payment due in the month of substitution (or, in the case of a substitution of more than one mortgage loan for a Deleted Mortgage Loan, an aggregate principal balance), not in excess of, and not more than 10% less than the Stated Principal Balance of the Deleted Mortgage Loan; (ii) be accruing interest at a rate no lower than and not more than 1% per annum higher than, that of the Deleted Mortgage Loan; (iii) have a Combined Loan-to-Value Ratio no higher than that of the Deleted Mortgage Loan; (iv) have a remaining term to maturity no greater than (and not more than one year less than that of) the Deleted Mortgage Loan; and (v) comply with each representation and warranty set forth in Section 2.03(f).

Rating Agency: Moody’s, S&P and DBRS. If any such organization or a successor is no longer in existence, “Rating Agency” shall be such nationally recognized statistical rating organization, or other comparable Person, as is designated by the Depositor, notice of which designation shall be given to the Trustee, the Master Servicer and the Servicers. References herein to a given rating or rating category of a Rating Agency shall mean such rating category without giving effect to any modifiers.

Ratings: As of any date of determination, the ratings, if any, of the Certificates as assigned by the Rating Agencies.

Realized Loss: With respect to each Liquidated Mortgage Loan, an amount (not less than zero or greater than the Stated Principal Balance of the Mortgage Loan) as of the date of such liquidation, equal to (i) the Stated Principal Balance of the Liquidated Mortgage Loan as of the date of such liquidation, plus (ii) interest at the Net Mortgage Rate from the related Due Date as to which interest was last paid or advanced (and not reimbursed) to the related Certificateholders up to the related Due Date in the month in which Liquidation Proceeds are required to be distributed on the Stated Principal Balance of such Liquidated Mortgage Loan from time to time, minus (iii) the Liquidation Proceeds, if any, received during the month in which such liquidation occurred, to the extent applied as recoveries of interest at the Net Mortgage Rate and to principal of the Liquidated Mortgage Loan. Any Charged Off Loan will give rise to a Realized Loss (calculated as if clause (iii) of the previous sentence is equal to zero) at the time it is charged off, as described in Section 3.11(a)(iii) hereof.

If a Servicer receives Net Recoveries with respect to any Charged Off Loan, the amount of the Realized Loss with respect to that Charged Off Loan will be reduced to the extent such recoveries are applied to principal distributions on any Distribution Date.

Realized Loss Percentage: For the purposes of the Ocwen Termination Test, and with respect to the Ocwen Serviced Loans, respectively, and any Distribution Date, the percentage produced by the following calculation: (i) the aggregate amount of cumulative Realized Losses incurred on the Ocwen Serviced Loans from the Cut-off Date through the last day of the related Due Period, minus (ii) any Net Recoveries on such Ocwen Serviced Loans, divided by (iii) the aggregate Cut-off Date Principal Balance of the Ocwen Serviced Loans.

Record Date: With respect to the Certificates (other than the LIBOR Certificates, Class A-1 Certificates and Class A-IO Certificates which are Book-Entry Certificates) and any Distribution Date, the close of business on the last Business Day of the month preceding the month in which such applicable Distribution Date occurs. With respect to the LIBOR Certificates and the Class A-1 Certificates and Class A-IO Certificates which are Book-Entry Certificates and any Distribution Date, the close of business on the Business Day preceding such Distribution Date.

Reference Bank Rate: With respect to any Interest Accrual Period, as follows: the arithmetic mean (rounded upwards, if necessary, to the nearest one sixteenth of a percent) of the offered rates for United States dollar deposits for one month which are offered by the Reference Banks as of 11:00 A.M., London, England time, on the second LIBOR Business Day prior to the first day of such Interest Accrual Period to prime banks in the London interbank market for a period of one month in amounts approximately equal to the aggregate Class Principal Balance of the LIBOR Certificates; provided that at least two such Reference Banks provide such rate. If fewer than two offered rates appear, the Reference Bank Rate will be the arithmetic mean of the rates quoted by one or more major banks in New York City, selected by the Trustee, as of 11:00 a.m., New York time, on such date for loans in U.S. Dollars to leading European Banks for a period of one month in amounts approximately equal to the aggregate Class Principal Balance of the LIBOR Certificates. If no such quotations can be obtained, the Reference Bank Rate shall be LIBOR applicable to the preceding Distribution Date; provided however, that if, under the priorities indicated above, LIBOR for a Distribution Date would be based on LIBOR for the previous Payment Date for the third consecutive Distribution Date, the Trustee shall select an alternative comparable index over which the Trustee has no control, used for determining one-month Eurodollar lending rates that is calculated and published or otherwise made available by an independent party.

Reference Banks: Barclays Bank PLC, National Westminster Bank and Abbey National PLC.

Regular Certificates: As specified in the Preliminary Statement.

Released Loan: Any Charged Off Loan that is released by Ocwen or SPS to the Class X-2 Certificateholders pursuant to Section 3.11(a), generally on the date that is six months after the date on which Ocwen or SPS begins using Ocwen Special Servicing or SPS Special Servicing, as applicable, on such Charged Off Loans. Any Released Loan will no longer be an asset of any REMIC or the Trust Fund.

Relief Act: The Servicemembers Civil Relief Act or any similar state or local law or regulation.

Relief Act Reductions: With respect to any Distribution Date and any Mortgage Loan as to which there has been a reduction in the amount of interest or principal collectible thereon (attributable to any previous month) as a result of the application of the Relief Act or similar state law or regulation, the amount, if any, by which (i) interest and/or principal collectible on such Mortgage Loan for the most recently ended calendar month is less than (ii) interest and/or principal accrued thereon for such month pursuant to the Mortgage Note.

REMIC: A “real estate mortgage investment conduit” within the meaning of section 860D of the Code.

REMIC 1: The segregated pool of assets subject hereto, constituting the primary trust created hereby and to be administered hereunder, with respect to which a REMIC election is to be made consisting of: (i) such Mortgage Loans as from time to time are subject to this Agreement (other than any Prepayment Charges), together with the Mortgage Files relating thereto, and together with all collections thereon and proceeds thereof, (ii) any REO Property, together with all collections thereon and proceeds thereof, (iii) the Trustee’s rights with respect to the Mortgage Loans under all insurance policies, including any Primary Insurance Policy, required to be maintained pursuant to this Agreement and any proceeds thereof and (iv) the Collection Account and the Certificate Account (subject to the last sentence of this definition) and such assets that are deposited therein from time to time and any investments thereof. Notwithstanding the foregoing, however, a REMIC election will not be made with respect to the Basis Risk Reserve Fund, Pre-Funding Account, the Capitalized Interest Account and the Swap Account.

REMIC 1 Regular Interest LTI-1: One of the separate non-certificated beneficial ownership interests in REMIC 1 issued hereunder and designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LTI-1 shall accrue interest at the related Uncertificated REMIC 1 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 1 Regular Interest LTI-PF: One of the separate non-certificated beneficial ownership interests in REMIC 1 issued hereunder and designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LTI-PF shall accrue interest at the related Uncertificated REMIC 1 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 1 Regular Interest LTI-S1: One of the separate non-certificated beneficial ownership interests in REMIC 1 issued hereunder and designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LTI-S1 shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in effect from time to time, and shall not be entitled to distributions of principal.

REMIC 1 Regular Interest LTI-S2: One of the separate non-certificated beneficial ownership interests in REMIC 1 issued hereunder and designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LTI-S2 shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in effect from time to time, and shall not be entitled to distributions of principal.

REMIC 1 Regular Interest LTI-AR: One of the separate non-certificated beneficial ownership interests in REMIC 1 issued hereunder and designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LTI-AR shall accrue interest at the related Uncertificated REMIC 1 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 1 Regular Interest LTI-P: One of the separate non-certificated beneficial ownership interests in REMIC 1 issued hereunder and designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LTI-P shall accrue interest at the related Uncertificated REMIC 1 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 1 Regular Interests: REMIC 1 Regular Interest LTI-1, LTI-PF, LTI-AR, LTI-P, LTI-S1 and LTI-S2.

REMIC 2: The segregated pool of assets consisting of all of the REMIC 1 Regular Interests conveyed in the trust to the Trustee, for the benefit of the Holders of the REMIC 2 Regular Interests and the Class A-R Certificates (in respect of the Class R-2 Interest), pursuant to Article II hereunder, and all amounts deposited therein, with respect to which a separate REMIC election is to be made.

REMIC 2 Regular Interest: Any of the separate non-certificated beneficial ownership interests in REMIC 2 issued hereunder and designated as a “regular interest” in REMIC 2. Each REMIC 2 Regular Interest shall accrue interest at the related Uncertificated REMIC 2 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. The designations for the respective REMIC 2 Regular Interests are set forth in the Preliminary Statement hereto.

REMIC 2 Regular Interest MTI-1-A: One of the separate non-certificated beneficial ownership interests in REMIC 2 issued hereunder and designated as a Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-1-A shall accrue interest at the related Uncertificated REMIC 2 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 2 Regular Interest MTI-1-B: One of the separate non-certificated beneficial ownership interests in REMIC 2 issued hereunder and designated as a Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-1-B shall accrue interest at the related Uncertificated REMIC 2 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 2 Regular Interest MTI-A-1: One of the separate non-certificated beneficial ownership interests in REMIC 2 issued hereunder and designated as a Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-A-1 shall accrue interest at the related Uncertificated REMIC 2 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 2 Regular Interest MTI-S: One of the separate non-certificated beneficial ownership interests in REMIC 2 issued hereunder and designated as a Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-S shall accrue interest at the related Uncertificated REMIC 2 Pass-Through Rate in effect from time to time, and shall not be entitled to distributions of principal as set forth in the Preliminary Statement hereto.

REMIC 2 Regular Interest MTI-AR: One of the separate non-certificated beneficial ownership interests in REMIC 2 issued hereunder and designated as a Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-AR shall accrue interest at the related Uncertificated REMIC 2 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 2 Regular Interest MTI-P: One of the separate non-certificated beneficial ownership interests in REMIC 2 issued hereunder and designated as a Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-P shall accrue interest at the related Uncertificated REMIC 2 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 2 Regular Interest MTI-X1: One of the separate non-certificated beneficial ownership interests in REMIC 2 issued hereunder and designated as a Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-X1 shall accrue interest at the related Uncertificated REMIC 2 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 3 Regular Interest: One of the separate non-certificated beneficial ownership interests in REMIC 3 issued hereunder and designated as a Regular Interest in REMIC 3 as set forth in the Preliminary Statement. Each REMIC 3 Regular Interest shall accrue interest at the related Uncertificated REMIC 3 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, if any, as set forth in the Preliminary Statement hereto.

REMIC 4 Interest Loss Allocation Amount: With respect to any Distribution Date, an amount equal to (a) the product of (i) the aggregate Stated Principal Balance of the Mortgage Loans and related REO Properties then outstanding and (ii) the Uncertificated REMIC 4 Pass-Through Rate for REMIC 4 Regular Interest MTII-AA minus the Marker Rate, divided by (b) 12.

REMIC 4 Overcollateralization Amount: With respect to any date of determination, (i) 1% of the aggregate Uncertificated Principal Balances of the REMIC 4 Regular Interests minus (ii) the aggregate Uncertificated Principal Balances of REMIC 4 Regular Interests MTII-A-1, MTII-A-2, MTII-A-3, MTII-M-1, MTII-M-2, MTII-M-3, MTII-M-4, MTII-M-5, MTII-M-6, MTII-M-7, MTII-M-8, MTII-M-9, MTII-B-1, MTII-R and MTII-P, in each case as of such date of determination.

REMIC 4 Principal Loss Allocation Amount: With respect to any Distribution Date, an amount equal to the product of (i) the aggregate Stated Principal Balance of the Mortgage Loans and related REO Properties then outstanding and (ii) 1 minus a fraction, the numerator of which is two times the aggregate Uncertificated Principal Balance of REMIC 4 Regular Interests MTII-A-1, MTII-A-2, MTII-A-3, MTII-M-1, MTII-M-2, MTII-M-3, MTII-M-4, MTII-M-5, MTII-M-6, MTII-M-7, MTII-M-8, MTII-M-9 and MTII-B-1, and the denominator of which is the aggregate Uncertificated Principal Balance of REMIC 4 Regular Interests MTII-A-1, MTII-A-2, MTII-A-3, MTII-M-1, MTII-M-2, MTII-M-3, MTII-M-4, MTII-M-5, MTII-M-6, MTII-M-7, MTII-M-8, MTII-M-9, MTII-B-1 and MTII-ZZ.

REMIC 4 Regular Interest MTII-AA: One of the separate non-certificated beneficial ownership interests in REMIC 4 issued hereunder and designated as a Regular Interest in REMIC 4. REMIC 4 Regular Interest MTII-AA shall accrue interest at the related Uncertificated REMIC 4 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 4 Regular Interest MTII-A-IO: One of the separate non-certificated beneficial ownership interests in REMIC 4 issued hereunder and designated as a Regular Interest in REMIC 4. REMIC 4 Regular Interest MTII-A-IO shall accrue interest on its Uncertificated Notional Amount at its related Uncertificated REMIC 4 Pass-Through Rate in effect from time to time. REMIC 4 Regular Interest MTII-A-IO shall not have an Uncertificated Principal Balance and shall not be entitled to distributions of principal. !

REMIC 4 Regular Interest MTII-A-1: One of the separate non-certificated beneficial ownership interests in REMIC 4 issued hereunder and designated as a Regular Interest in REMIC 4. REMIC 4 Regular Interest MTII-A-1 shall accrue interest at the related Uncertificated REMIC 4 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 4 Regular Interest MTII-A-2: One of the separate non-certificated beneficial ownership interests in REMIC 4 issued hereunder and designated as a Regular Interest in REMIC 4. REMIC 4 Regular Interest MTII-A-2 shall accrue interest at the related Uncertificated REMIC 4 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 4 Regular Interest MTII-A-3: One of the separate non-certificated beneficial ownership interests in REMIC 4 issued hereunder and designated as a Regular Interest in REMIC 4. REMIC 4 Regular Interest MTII-A-3 shall accrue interest at the related Uncertificated REMIC 4 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 4 Regular Interest MTII-IO: One of the separate non-certificated beneficial ownership interests in REMIC 4 issued hereunder and designated as a Regular Interest in REMIC 4. REMIC 4 Regular Interest MTII-IO shall accrue interest on its Uncertificated Notional Amount at its related Uncertificated REMIC 4 Pass-Through Rate in effect from time to time. REMIC 4 Regular Interest MTII -IO shall not have an Uncertificated Principal Balance and shall not be entitled to distributions of principal.

REMIC 4 Regular Interest MTII-M-1: One of the separate non-certificated beneficial ownership interests in REMIC 4 issued hereunder and designated as a Regular Interest in REMIC 4. REMIC 4 Regular Interest MTII-M-1 shall accrue interest at the related Uncertificated REMIC 4 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 4 Regular Interest MTII-M-2: One of the separate non-certificated beneficial ownership interests in REMIC 4 issued hereunder and designated as a Regular Interest in REMIC 4. REMIC 4 Regular Interest MTII-M-2 shall accrue interest at the related Uncertificated REMIC 4 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 4 Regular Interest MTII-M-3: One of the separate non-certificated beneficial ownership interests in REMIC 4 issued hereunder and designated as a Regular Interest in REMIC 4. REMIC 4 Regular Interest MTII-M-3 shall accrue interest at the related Uncertificated REMIC 4 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 4 Regular Interest MTII-M-4: One of the separate non-certificated beneficial ownership interests in REMIC 4 issued hereunder and designated as a Regular Interest in REMIC 4. REMIC 4 Regular Interest MTII-M-4 shall accrue interest at the related Uncertificated REMIC 4 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 4 Regular Interest MTII-M-5: One of the separate non-certificated beneficial ownership interests in REMIC 4 issued hereunder and designated as a Regular Interest in REMIC 4. REMIC 4 Regular Interest MTII-M-5 shall accrue interest at the related Uncertificated REMIC 4 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 4 Regular Interest MTII-M-6: One of the separate non-certificated beneficial ownership interests in REMIC 4 issued hereunder and designated as a Regular Interest in REMIC 4. REMIC 4 Regular Interest MTII-M-6 shall accrue interest at the related Uncertificated REMIC 4 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 4 Regular Interest MTII-M-7: One of the separate non-certificated beneficial ownership interests in REMIC 4 issued hereunder and designated as a Regular Interest in REMIC 4. REMIC 4 Regular Interest MTII-M-7 shall accrue interest at the related Uncertificated REMIC 4 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 4 Regular Interest MTII-M-8: One of the separate non-certificated beneficial ownership interests in REMIC 4 issued hereunder and designated as a Regular Interest in REMIC 4. REMIC 4 Regular Interest MTII-M-8 shall accrue interest at the related Uncertificated REMIC 4 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 4 Regular Interest MTII-M-9: One of the separate non-certificated beneficial ownership interests in REMIC 4 issued hereunder and designated as a Regular Interest in REMIC 4. REMIC 4 Regular Interest MTII-M-9 shall accrue interest at the related Uncertificated REMIC 2 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 4 Regular Interest MTII-B-1: One of the separate non-certificated beneficial ownership interests in REMIC 4 issued hereunder and designated as a Regular Interest in REMIC 4. REMIC 4 Regular Interest MTII-B-1 shall accrue interest at the related Uncertificated REMIC 4 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 4 Regular Interest MTII-P: One of the separate non-certificated beneficial ownership interests in REMIC 4 issued hereunder and designated as a Regular Interest in REMIC 4. REMIC 4 Regular Interest MTII-P shall accrue interest at the related Uncertificated REMIC 2 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 4 Regular Interest MTII-R: One of the separate non-certificated beneficial ownership interests in REMIC 4 issued hereunder and designated as a Regular Interest in REMIC 4. REMIC 4 Regular Interest MTII-R shall accrue interest at the related Uncertificated REMIC 4 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 4 Regular Interest MTII-S: One of the separate non-certificated beneficial ownership interests in REMIC 4 issued hereunder and designated as a Regular Interest in REMIC 4. REMIC 4 Regular Interest MTII-S shall accrue interest as set forth in the Preliminary Statement hereto. REMIC 2 Regular Interest MTII-S shall not be entitled to distributions of principal.

REMIC 4 Regular Interest MTII-ZZ: One of the separate non-certificated beneficial ownership interests in REMIC 4 issued hereunder and designated as a Regular Interest in REMIC 4. REMIC 4 Regular Interest MTII-ZZ shall accrue interest at the related Uncertificated REMIC 4 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 4 Regular Interest MTII-ZZ Maximum Interest Deferral Amount: With respect to any Distribution Date, the excess of (i) REMIC 4 Uncertificated Accrued Interest calculated with the Uncertificated Pass-Through Rate for REMIC 4 Regular Interest MTII-ZZ and an Uncertificated Principal Balance equal to the excess of (x) the Uncertificated Principal Balance of REMIC 4 Regular Interest MTII-ZZ over (y) the REMIC 4 Overcollateralization Amount, in each case for such Distribution Date, over (ii) the sum of REMIC 4 Uncertificated Accrued Interest on REMIC 4 Regular Interests MTII-A-1, MTII-A-2, MTII-A-3, MTII-M-1, MTII-M-2, MTII-M-3, MTII-M-4, MTII-M-5, MTII-M-6, MTII-M-7, MTII-M-8, MTII-M-9 and MTII-B-1, and the denominator of which is the aggregate Uncertificated Principal Balance of REMIC 4 Regular Interests MTII-A-1, MTII-A-2, MTII-A-3, MTII-M-1, MTII-M-2, MTII-M-3, MTII-M-4, MTII-M-5, MTII-M-6, MTII-M-7, MTII-M-8, MTII-M-9 and MTII-B-1, with the rates on the REMIC 4 Regular Interests MTII-A-1, MTII-A-2, MTII-A-3, MTII-M-1, MTII-M-2, MTII-M-3, MTII-M-4, MTII-M-5, MTII-M-6, MTII-M-7, MTII-M-8, MTII-M-9 and MTII-B-1, and the denominator of which is the aggregate Uncertificated Principal Balance of REMIC 4 Regular Interests MTII-A-1, MTII-A-2, MTII-A-3, MTII-M-1, MTII-M-2, MTII-M-3, MTII-M-4, MTII-M-5, MTII-M-6, MTII-M-7, MTII-M-8, MTII-M-9 and MTII-B-1 subject to a cap, for the purpose of this calculation, equal to the Pass-Through Rate for the Corresponding Certificate and with the rate on the REMIC 4 Regular Interest MTII-ZZ subject to a cap, for the purpose of this calculation, equal to zero.

REMIC 4 Regular Interests: REMIC 4 Regular Interest MTII-AA, REMIC 4 Regular Interest MTII-A-1, REMIC 4 Regular Interest MTII-A-2, REMIC 4 Regular Interest MTII-A-3, REMIC 4 Regular Interest MTII-M-1, REMIC 4 Regular Interest MTII-M-2, REMIC 4 Regular Interest MTII-M-3, REMIC 4 Regular Interest MTII-M-4, REMIC 4 Regular Interest MTII-M-5, REMIC 4 Regular Interest MTII-M-6, REMIC 4 Regular Interest MTII-M-7, REMIC 4 Regular Interest MTII-M-8, REMIC 4 Regular Interest MTII-M-9, REMIC 4 Regular Interest MTII-B-1, REMIC 4 Regular Interest MTII-S, REMIC 4 Regular Interest MTII-ZZ, REMIC 4 Regular Interest MTII-P, REMIC 4 Regular Interest MTII-IO, REMIC 4 Regular Interests MTII-A-IO and REMIC 4 Regular Interest MTII-R.

REMIC 4 Targeted Overcollateralization Amount: 1% of the Targeted Overcollateralization Amount.

REMIC 5: The segregated pool of assets consisting of all of the REMIC 4 Regular Interests conveyed in the trust to the Trustee, for the benefit of the Holders of the Regular Certificates and the Class A-R Certificates (in respect of the Class R-5 Interest), and all amounts deposited therein, with respect to which a separate REMIC election is to be made.

REMIC 5 Regular Interests: The Regular Certificates.

REMIC Provisions: Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at sections 860A through 860G of Subchapter M of Chapter 1 of the Code, and related provisions, and regulations promulgated thereunder, as the foregoing may be in effect from time to time.

REMIC Regular Interests: The REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests and REMIC 4 Regular Interests.

REO Property: A Mortgaged Property acquired by the Trust Fund through foreclosure or deed-in-lieu of foreclosure in connection with a defaulted Mortgage Loan and, for the avoidance of doubt, following the satisfaction of any related First Mortgage Loan.

Reportable Event: As defined in Section 8.12(a)(ii).

Request for Release: The Request for Release submitted by a Servicer to the Trustee, substantially in the form of Exhibit M.

Required Insurance Policy: With respect to any Mortgage Loan, any insurance policy that is required to be maintained from time to time under this Agreement.

Required Reserve Fund Deposit: With respect to any Distribution Date, the excess, if any, of (i) $1,000 over (ii) the amount of funds on deposit in the Basis Risk Reserve Fund prior to deposits thereto on such Distribution Date.

Residual Certificates: As specified in the Preliminary Statement.

Responsible Officer: When used with respect to the Trustee or the Servicer, any Vice President, any Assistant Vice President, any Assistant Secretary, any Trust Officer or any other officer of the Trustee or the Servicer, as applicable, customarily performing functions similar to those performed by any of the above designated officers and also to whom, with respect to a particular matter, such matter is referred because of such officer’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Agreement.

Rolling Three Month Delinquency Rate: For any Distribution Date will be the fraction, expressed as a percentage, equal to the average of the Delinquency Rates for each of the three (or one and two, in the case of the first and second Distribution Dates, respectively) immediately preceding months.

SAIF: The Savings Association Insurance Fund, or any successor thereto.

S&P: Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. For purposes of Section 10.05(b) the address for notices to S&P shall be Standard & Poor’s, 55 Water Street, New York, New York 10004, Attention: Mortgage Surveillance Monitoring, or such other address as S&P may hereafter furnish to the Depositor, the Servicers, the Master Servicer and the Trustee.

Scheduled Payment: The scheduled monthly payment on a Mortgage Loan due on any Due Date allocable to principal and/or interest on such Mortgage Loan pursuant to the terms of the related Mortgage Note, as reduced by any Relief Act Reductions.

Second Mortgage Loan: A Mortgage Loan that is secured by a second lien on the Mortgaged Property securing the related Mortgage Note.

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

Seller: DLJ Mortgage Capital, Inc.

Senior Certificates: As specified in the Preliminary Statement.

Senior Enhancement Percentage: For any Distribution Date, the fraction, expressed as a percentage, the numerator of which is the sum of the aggregate Class Principal Balance of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class B-1 Certificates and the Overcollateralization Amount (which, for purposes of this definition only, shall not be less than zero), in each case after giving effect to payments on such Distribution Date (assuming no Trigger Event is in effect), and the denominator of which is the Aggregate Collateral Balance for such Distribution Date.

Senior Principal Payment Amount: For any Distribution Date on or after the Stepdown Date and as long as a Trigger Event is not in effect with respect to such Distribution Date, will be the lesser of (1) the Class Principal Balance of the Class A Certificates and Class P Certificates immediately preceding such Distribution Date and (2) the amount, if any, by which (x) the aggregate Class Principal Balance of the Class A-1, Class A-2, Class A-3, Class P and Class A-R Certificates immediately prior to such Distribution Date exceeds (y) the lesser of (A) the product of (i) 41.50% and (ii) the Aggregate Collateral Balance f