POOLING AND SERVICING AGREEMENT

 

 

CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,

Depositor,

 

DLJ MORTGAGE CAPITAL, INC.,

Seller,

 

WELLS FARGO BANK N.A.,

Servicer, Master Servicer and Trust Administrator,

 

WASHINGTON MUTUAL MORTGAGE SECURITIES CORP.,

Servicer,

 

BANK OF AMERICA, NATIONAL ASSOCIATION

Servicer,

 

BANCO POPULAR DE PUERTO RICO,

Servicer,

 

SELECT PORTFOLIO SERVICING, INC.,

Servicer and Special Servicer,

 

and

 

U.S. BANK NATIONAL ASSOCIATION,

Trustee

 

POOLING AND SERVICING AGREEMENT

Dated as of September 1, 2006

relating to

CSMC MORTGAGE-BACKED PASS-THROUGH CERTIFICATES, SERIES 2006-8

 

 

TABLE OF CONTENTS

 

ARTICLE I DEFINITIONS

12

ARTICLE II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND

WARRANTIES

64

SECTION 2.01

Conveyance of Trust Fund.

64

SECTION 2.02

Acceptance by the Trustee.

68

SECTION 2.03

Representations and Warranties of the Seller, Master Servicer and Servicers.

70

SECTION 2.04

Representations and Warranties of the Depositor as to the Mortgage Loans.

73

SECTION 2.05

Delivery of Opinion of Counsel in Connection with Substitutions.

73

SECTION 2.06

Issuance of Certificates.

73

SECTION 2.07

REMIC Provisions.

74

SECTION 2.08

Covenants of the Master Servicer and each Servicer.

80

ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

81

SECTION 3.01

Master Servicing and Servicing of Mortgage Loans.

81

SECTION 3.02

Subservicing; Enforcement of the Obligations of Sub-Servicers.

83

SECTION 3.03

Master Servicing by Master Servicer of SPS Serviced Mortgage Loans, Bank of

America Serviced Mortgage Loans, Banco Popular Serviced Mortgage Loans and

Wells Fargo Serviced Mortgage Loans

85

SECTION 3.04

Trustee to Act as Master Servicer or Servicer.

86

SECTION 3.05

Collection of Mortgage Loans; Collection Accounts; Certificate Account.

87

SECTION 3.06

Establishment of and Deposits to Escrow Accounts; Permitted Withdrawals from

Escrow Accounts; Payments of Taxes, Insurance and Other Charges.

90

SECTION 3.07

Access to Certain Documentation and Information Regarding the Non-Designated

Mortgage Loans; Inspections.

92

SECTION 3.08

Permitted Withdrawals from the Collection Accounts and Certificate Account.

92

SECTION 3.09

Maintenance of Hazard Insurance; Mortgage Impairment Insurance and Mortgage

Guaranty Insurance Policy; Claims; Restoration of Mortgaged Property.

95

SECTION 3.10

Enforcement of Due-on-Sale Clauses; Assumption Agreements.

98

SECTION 3.11

Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage

Loans.

100

SECTION 3.12

Trustee and Trust Administrator to Cooperate; Release of Mortgage Files.

104

SECTION 3.13

Documents, Records and Funds in Possession a Servicer to be Held for the Trust.

105

SECTION 3.14

Servicing Compensation and Master Servicing Compensation.

105

SECTION 3.15

Access to Certain Documentation.

106

SECTION 3.16

[Reserved].

107

SECTION 3.17

[Reserved].

107

SECTION 3.18

Maintenance of Fidelity Bond and Errors and Omissions Insurance.

107

SECTION 3.19

Special Serviced Mortgage Loans.

107

SECTION 3.20

Designated Mortgage Loans.

108

SECTION 3.21

Indemnification of Servicers and Master Servicer

109

SECTION 3.22

Prepayment Premiums

110

ARTICLE IV PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS

112

SECTION 4.01

Priorities of Distribution.

112

SECTION 4.02

Allocation of Losses.

118

SECTION 4.03

Recoveries.

119

SECTION 4.04

Monthly Statements to Certificateholders.

120

SECTION 4.05

Servicers and Master Servicer to Cooperate.

120

SECTION 4.06

Cross-Collateralization; Adjustment to Available Funds

121

SECTION 4.07

Deposit of Uncertificated REMIC Interests.

122

SECTION 4.08

Liquidation Reserve Fund

123

ARTICLE V ADVANCES BY THE MASTER SERVICER AND SERVICERS

124

SECTION 5.01

Advances by the Master Servicer and Servicers.

124

ARTICLE VI THE CERTIFICATES

126

SECTION 6.01

The Certificates.

126

SECTION 6.02

Registration of Transfer and Exchange of Certificates.

127

SECTION 6.03

Mutilated, Destroyed, Lost or Stolen Certificates.

132

SECTION 6.04

Persons Deemed Owners.

132

SECTION 6.05

Access to List of Certificateholders’ Names and Addresses.

133

SECTION 6.06

Maintenance of Office or Agency.

133

SECTION 6.07

Book-Entry Certificates.

133

SECTION 6.08

Notices to Clearing Agency.

134

SECTION 6.09

Definitive Certificates.

134

ARTICLE VII THE DEPOSITOR, THE SELLER, THE MASTER SERVICER,  THE

SERVICERS AND THE SPECIAL SERVICER

136

SECTION 7.01

Liabilities of the Seller, the Depositor, the Master Servicer, the Servicers and the

Special Servicer.

136

SECTION 7.02

Merger or Consolidation of the Seller, the Depositor, the Master Servicer, the

Servicers or the Special Servicer.

136

SECTION 7.03

Limitation on Liability of the Seller, the Depositor, the Master Servicer, the

Servicers, the Special Servicer and Others.

137

SECTION 7.04

Master Servicer and Servicer Not to Resign; Transfer of Servicing.

138

SECTION 7.05

Master Servicer, Seller, Special Servicer and Servicers May Own Certificates.

139

ARTICLE VIII DEFAULT

140

SECTION 8.01

Events of Default.

140

SECTION 8.02

Master Servicer or Trust Administrator to Act; Appointment of Successor.

143

SECTION 8.03

Notification to Certificateholders.

145

SECTION 8.04

Waiver of Events of Default.

145

ARTICLE IX CONCERNING THE TRUSTEE

146

SECTION 9.01

Duties of Trustee.

146

SECTION 9.02

Certain Matters Affecting the Trustee.

148

SECTION 9.03

Trustee Not Liable for Certificates or Mortgage Loans.

149

SECTION 9.04

Trustee May Own Certificates.

149

SECTION 9.05

Trustee’s Fees and Expenses.

150

SECTION 9.06

Eligibility Requirements for Trustee.

150

SECTION 9.07

Resignation and Removal of Trustee.

151

SECTION 9.08

Successor Trustee.

151

SECTION 9.09

Merger or Consolidation of Trustee.

152

SECTION 9.10

Appointment of Co-Trustee or Separate Trustee.

152

SECTION 9.11

Office of the Trustee.

153

ARTICLE X CONCERNING THE TRUST ADMINISTRATOR

154

SECTION 10.01

Duties of Trust Administrator.

154

SECTION 10.02

Certain Matters Affecting the Trust Administrator.

156

SECTION 10.03

Trust Administrator Not Liable for Certificates or Mortgage Loans.

157

SECTION 10.04

Trust Administrator May Own Certificates.

158

SECTION 10.05

Trust Administrator’s Fees and Expenses.

158

SECTION 10.06

Eligibility Requirements for Trust Administrator.

159

SECTION 10.07

Resignation and Removal of Trust Administrator.

159

SECTION 10.08

Successor Trust Administrator.

160

SECTION 10.09

Merger or Consolidation of Trust Administrator.

161

SECTION 10.10

Appointment of Co-Trust Administrator or Separate Trust Administrator.

161

SECTION 10.11

Office of the Trust Administrator.

162

SECTION 10.12

Tax Return.

163

SECTION 10.13

[Reserved].

163

SECTION 10.14

Determination of Certificate Index.

163

ARTICLE XI TERMINATION

164

SECTION 11.01

Termination upon Liquidation or Purchase of all Mortgage Loans.

164

SECTION 11.02

Determination of the Terminating Entity

165

SECTION 11.03

Procedure Upon Optional Termination or Auction Sale.

166

SECTION 11.04

Additional Termination Requirements.

167

ARTICLE XII MISCELLANEOUS PROVISIONS

169

SECTION 12.01

Amendment.

169

SECTION 12.02

Recordation of Agreement; Counterparts.

171

SECTION 12.03

Governing Law.

171

SECTION 12.04

Intention of Parties.

172

SECTION 12.05

Notices.

173

SECTION 12.06

Severability of Provisions.

174

SECTION 12.07

Limitation on Rights of Certificateholders.

174

SECTION 12.08

Certificates Nonassessable and Fully Paid.

175

SECTION 12.09

Protection of Assets.

175

SECTION 12.10

Non-Solicitation.

175

ARTICLE XIII EXCHANGE ACT REPORTING

177

SECTION 13.01

Commission Reporting.

177

SECTION 13.02

Form 10-D Reporting

177

SECTION 13.03

Form 10-K Reporting

178

SECTION 13.04

Form 8-K Reporting

180

SECTION 13.05

Delisting; Amendment; Late Filing of Reports

181

SECTION 13.06

Annual Statements of Compliance

181

SECTION 13.07

Annual Assessments of Compliance

182

SECTION 13.08

Accountant’s Attestation

184

SECTION 13.09

Sarbanes-Oxley Certification

185

SECTION 13.10

Indemnification

185

SECTION 13.11

Exchange Act Reporting by WMMSC

186

EXHIBITS

 

Exhibit A:

Form of Class A Certificate

A-1

Exhibit B:

Form of Class X-B Certificates

B-1

Exhibit C:

Form of Class AR and Class AR-L Certificate

C-1

Exhibit D:

[Reserved]

D-1

Exhibit E:

Form of Class P Certificate

E-1

Exhibit F:

Form of Class PP Certificate

F-1

Exhibit G:

[reserved]

G-1

Exhibit H:

Form of Reverse of Certificates

H-1

Exhibit I:

Form of Servicer Information

I-1

Exhibit I-A:  

Form of Servicer Information (WMMSC)

I-13

Exhibit I-B:  

Base Liquidation Report

I-16

Exhibit J:

Form of Initial Certification of Trustee

J-1

Exhibit K:

Form of Final Certification of Trustee

K-1

Exhibit L:

Form of Request for Release

L-1

Exhibit M:

Form of Transferor Certificate

M-1

Exhibit N-1:

Form of Investment Letter

N-1-1

Exhibit N-2:

Form of Rule 144A Letter

N-2-1

Exhibit N-3:

Form of Regulation S Letter

N-3-1

Exhibit O:

Form of Investor Transfer Affidavit and Agreement

O-1

Exhibit P:

Form of Transfer Certificate

P-1

Exhibit Q:

Relevant Servicing Criteria

Q-1

Exhibit R:

Additional Form 10-D Disclosure

R-1

Exhibit S:

Form of Monthly Statement to Certificateholders

S-1

Exhibit T:

Form 8-K Disclosure Information

T-1

Exhibit U:

Form of Annual Certification

U-1

Exhibit V:

Additional Disclosure Notification

V-1

Exhibit W:

Additional Form 10-K Disclosure

W-1

 

SCHEDULES

 

Schedule I:

Mortgage Loan Schedule

I-1

Schedule IIA:

Representations and Warranties of DLJMC

IIA-1

Schedule IIB:

Representations and Warranties of Wells Fargo

IIB-1

Schedule IIC:

Representations and Warranties of WMMSC

IIC-1

Schedule IID:

Representations and Warranties of SPS

IID-1

Schedule IIE:

Representations and Warranties of Wells Fargo

IIE-1

Schedule IIF:

Representations and Warranties of Bank of America

IIF-1

Schedule IIG:

Representations and Warranties of Banco Popular De Puerto Rico

IIG-1

Schedule IIIA:

Representations and Warranties of DLJMC as to the DLJMC Mortgage Loans

IIIA-1

 

THIS POOLING AND SERVICING AGREEMENT, dated as of September 1, 2006, is hereby executed by and among CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES  CORP., a Delaware corporation, as depositor (the “Depositor”), DLJ MORTGAGE CAPITAL, INC. (“DLJMC”), a Delaware corporation, as seller (“Seller”), WELLS FARGO BANK, N.A. (“Wells Fargo”), a national banking association, in its capacity as a servicer (a “Servicer”), as master servicer (the “Master Servicer”) and as trust administrator (the “Trust Administrator”), WASHINGTON MUTUAL MORTGAGE SECURITIES CORP. (“WMMSC”), a Delaware corporation, as a servicer (a “Servicer”), BANK OF AMERICA, NATIONAL ASSOCIATION (“Bank of America”), a national banking association, as a servicer (a “Servicer”), BANCO POPULAR DE PUERTO RICO (“Banco Popular”), a state chartered bank, as a servicer (a “Servicer”), SELECT PORTFOLIO SERVICING, INC. (“SPS”), a Utah corporation, in its capacity as a servicer (a “Servicer”) and in its capacity as a special servicer (the “Special Servicer”),  and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).  Capitalized terms used in this Agreement and not otherwise defined will have the meanings assigned to them in Article I below.

PRELIMINARY STATEMENT

 

As provided herein, the Trust Administrator shall elect that the Trust Fund (exclusive of the Liquidation Reserve Fund) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “Subsidiary REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”).  Each Class of Certificates (other than the Class AR and Class AR-L Certificates, the Exchangeable Certificates and the Exchangeable REMIC Certificates and exclusive of the right to receive amounts from the Liquidation Reserve Fund) and each Class of Uncertificated REMIC Interests represents ownership of a regular interest in the Master REMIC for purposes of the REMIC Provisions.  The Class AR Certificates represent ownership of the sole class of residual interest in each of Middle REMIC 1, Middle REMIC 2, and the Master REMIC for purposes of the REMIC Provisions.  The Class AR-L Certificates represent ownership of the sole class of residual interest in the Subsidiary REMIC for purposes of the REMIC Provisions.  The Master REMIC shall hold as its assets the Class PP Reserve Fund and the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2.  Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1.  Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMIC, other than the Class LT1-R Interests, and each such Lower Tier Interest is hereby designated as a regular interest in the Subsidiary REMIC.  The Subsidiary REMIC shall hold as its assets the Mortgage Loans and all collections and accounts related thereto.  The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date.  In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date.

Subsidiary REMIC

The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC interest in the Subsidiary REMIC:

________________

(1)

This interest has an initial principal balance equal to the sum of (i) the aggregate of the Stated Principal Balances, as of the Cut-Off Date, of each Group 1 Mortgage Loan less (ii) the sum of the following amounts for each Class P Mortgage Loan in Loan Group 1: the applicable Class P Fraction of such Class P Mortgage Loan multiplied by the Stated Principal Balance of such Class P Mortgage Loan as of the Cut-Off Date.

(2)

This interest has an initial principal balance equal to (i) the Initial Class Principal Balance of the Class A-P Certificates less (ii) the portion of such Initial Class Principal Balance that is attributable to any Loan Group other than Loan Group 1.  

(3)

This interest is a principal-only interest and shall not bear interest.

(4)

This interest has an initial principal balance equal to the aggregate of the Stated Principal Balances, as of the Cut-Off Date, of each Group 2 Mortgage Loan.

(5)

This interest has an initial principal balance equal to the aggregate of the Stated Principal Balances, as of the Cut-Off Date, of each Group 3 Mortgage Loan.  

(6)

This interest has an initial principal balance equal to the aggregate of the Stated Principal Balances, as of the Cut-Off Date, of each Group 4 Mortgage Loan.  

(7)

This interest has an initial principal balance equal to the aggregate of the Stated Principal Balances, as of the Cut-Off Date, of each Group 5 Mortgage Loan.  

(8)

This interest shall bear interest at a per annum rate equal to the weighted average of the Net Mortgage Rates of the Group 5 Mortgage Loans as of the first day of the calendar month immediately preceding the calendar month of such distribution date, weighted on the basis of their Stated Principal Balances as of that date.

(9)

The Class LT1-R Interest is the sole class of residual interest in the Subsidiary REMIC.  It does not have an interest rate or a principal balance.  The Class AR-L Certificate represents beneficial ownership interest of the Class LT1-R Interest.

On each Distribution Date, the Trust Administrator shall allocate interest (in an amount equal to the aggregate amount of interest distributable on such Distribution Date with respect to the Mortgage Loans) to the Interests in the Subsidiary REMIC at the rates shown above, pro rata, based on the amount of interest accrued on each such Interest for the related Interest Accrual Period.

On each Distribution Date, principal collections and realized losses with respect to the Mortgage Loans shall be allocated to the Subsidiary REMIC Interest in accordance with the respective amounts of principal collections and realized losses with respect to such Mortgage Loans allocated to any Corresponding Class of Master REMIC Certificates for such Subsidiary REMIC Interest.  Any remaining amounts of principal collections and realized losses and any Assigned Prepayment Premiums payable to the Class PP Certificates with respect to the Group 1, 2, 3, 4 and 5 Mortgage Loans shall be allocated to the Class LT1-Grp 1, Class LT1-Grp 2, Class LT1-Grp 3, Class LT1-Grp 4 and Class LT1-Grp 5 Interests, respectively.

Middle REMIC 1

The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each class of Middle REMIC 1 Interests.

________________

(1)

This interest is a principal-only interest and shall not bear interest.

(2)

This interest has an initial principal balance equal to the product of 99% and (i) the aggregate of the Stated Principal Balances of each Mortgage Loan in Loan Groups 1, 2, 3, 4 and 5 as of the Cut-Off Date less (ii) the Initial Principal Balance of the Class LT1-1-PO Interest.

(3)

This interest shall bear interest at a rate equal to the weighted average rate of the Class LT1-Grp-1, Class LT1-Grp-2, Class LT1-Grp-3, Class LT1-Grp-4 and LT1-Grp-5 Interests, weighted on the outstanding principal balances of such interests.  

(4)

This interest has an initial principal balance equal to the product of 0.5% and (i) the aggregate of the Stated Principal Balances of each Mortgage Loan in Loan Groups 1, 2, 3, 4 and 5 as of the Cut-Off Date less (ii) the Initial Principal Balance of the Class LT1-1-PO Interest.

(5)

The Class MT1-R Interest is the sole class of residual interest in Middle REMIC 1.  It does not have an interest rate or a principal balance.

(6)

This interest shall also be entitled to receive Assigned Prepayment Premiums payable to the Class PP Certificates in respect of Mortgage Loans in Group 1, Group 2, Group 3, Group 4 or Group 5.

On each Distribution Date, the Trust Administrator shall allocate interest (in an amount equal to the aggregate amount of interest distributable on such Distribution Date with respect to the Mortgage Loans) to the Interests in Middle REMIC 1 at the rates shown above, pro rata, based on the amount of interest accrued on each such Interest for the related Interest Accrual Period; provided, however, that interest that accrues on the Class MT1-Grp-1,2,3,4&5 Interest shall be deferred to the extent necessary to make the principal distributions described below on the Class MT1-GSA-C-B-1 and Class MT1-GSA-C-B-2 Interests.  Any interest so deferred on the Class MT1-Grp-1,2,3,4&5 Interest shall itself bear interest at the interest rate of such Interest.  

On each Distribution Date, principal collections and realized losses with respect to the Mortgage Loans shall be allocated as follows:

First, to each Middle REMIC Interest, in accordance with the respective amounts of principal collections and realized losses with respect to such Mortgage Loans allocated to any Corresponding Class of Master REMIC Certificates for such Middle REMIC Interest; and

Second, provided a Group C-B Certificate is still outstanding, to the Class MT1-GSA-C-B-1 and Class MT1-GSA-C-B-2 Interests, the minimum amount (including deferred interest on the Class MT1-Grp-1,2,3,4&5 to the extent necessary) to each such that, following such allocations:

(i)

the weighted average of the interest rates of such classes (determined by subjecting the Class MT1-GSA-C-B-1 Interest to a floor of 7.82298% and the Class MT1-GSA-C-B-2 Interest to a cap of 4.000%) equals the pass-through rate of the Group C-B Certificates for the following Accrual Period; and

(ii)

the aggregate of the principal balances of the Class MT1-GSA-C-B-1 and Class MT1-GSA-C-B-2 Interests is no greater than 1% of the aggregate of the principal balances of the Class LT1-Grp 1, Class LT1-Grp 2, Class LT1-Grp 3, Class LT1-Grp 4 and Class LT1-Grp 5 Interests as of such Distribution Date.

Third, if the Group C-B Certificates are no longer outstanding, to the Class MT1-GSA-C-B-1 and Class MT1-GSA-C-B-2 Interests, pro rata, based on their outstanding principal amounts until the aggregate of the principal balances of the Class MT1-GSA-C-B-1 and Class MT1-GSA-C-B-2 Interests equals 1% of the aggregate of the principal balances of the Class LT1-Grp 1, Class LT1-Grp 2, Class LT1-Grp 3, Class LT1-Grp 4 and Class LT1-Grp 5 Interests as of such Distribution Date; and

Fourth, to the Class MT1-Grp-1,2,3,4&5 Interest.

Middle REMIC 2

The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each class of Middle REMIC 2 Interests.

____________________

(1)

This interest has an initial principal balance equal to the class principal balance of its Corresponding Class of Master REMIC Certificates.

(2)

This Class shall bear interest at the same rate as its Corresponding Class of  Master REMIC Certificates.  

(3)

This interest has an initial principal balance equal to one half of the aggregate class principal balance of the Group C-B Certificates.

(4)

This Class shall bear interest at the same rate as the Group C-B  Certificates.

(5)

The Class MT2-R Interest is the sole class of residual interest in Middle REMIC 2.  It does not have an interest rate or a principal balance.

(6)

This interest shall also be entitled to receive Assigned Prepayment Premiums payable to the Class PP Certificates in respect of Mortgage Loans in Group 1, Group 2, Group 3, Group 4 or Group 5.

On each Distribution Date, the Trust Administrator shall allocate interest (in an amount equal to the aggregate amount of interest distributable on such Distribution Date with respect to the Mortgage Loans) to the Interests in Middle REMIC 2 at the rates shown above, pro rata, based on the amount of interest accrued on each such Interest for the related Interest Accrual Period.

On each Distribution Date, principal collections and realized losses with respect to the Mortgage Loans shall be allocated to each Middle REMIC 2 Interest in accordance with the respective amounts of principal collections and realized losses with respect to such Mortgage Loans allocated to any Corresponding Class of Master REMIC Certificates for such Middle REMIC Interest; provided that any allocation between the Class MT2-C-B-A and Class MT2-C-B-B Interests shall be made equally between such Interests.

Master REMIC

(1)

These Certificates are Exchangeable Certificates which will not be issued under this Pooling and Servicing Agreement and are not part of the Master REMIC.

(2)

The initial Pass-Through Rate on the Class 3-A-2 Certificates is 0.500% per annum.  After the first Distribution Date, the per annum Pass-Through Rate on the Class 3-A-2 Certificates will be equal to 7.200% minus the Certificate Index, but no more than 0.500% per annum and no less than 0.000% per annum.

(3)

The initial Pass-Through Rate on the Class 3-A-3 Certificates is 0.000% per annum.  After the first Distribution Date, the per annum Pass-Through Rate on the Class 3-A-3 Certificates will be equal to the Certificate Index minus 6.700%, but no more than 0.500% per annum and no less than 0.000% per annum.

(4)

The initial Pass-Through Rate on the Class 3-A-4 Certificates is 5.630% per annum.  After the first Distribution Date, the per annum Pass-Through Rate on the Class 3-A-4 Certificates will be equal to the Certificate Index plus 0.300%, but no more than 7.000% per annum and no less than 0.300% per annum.

(5)

The initial Pass-Through Rate on the Class 3-A-5 Certificates is 0.100% per annum.  After the first Distribution Date, the per annum Pass-Through Rate on the Class 3-A-5 Certificates will be equal to 6.700% minus the Certificate Index, but no more than 0.100% per annum and no less than 0.000% per annum.

(6)

The initial Pass-Through Rate on the Class 3-A-6 Certificates is 1.270% per annum.  After the first Distribution Date, the per annum Pass-Through Rate on the Class 3-A-6 Certificates will be equal to 6.600% minus the Certificate Index, but no more than 6.600% per annum and no less than 0.000% per annum.

(7)

These Certificates will not receive any distribution of interest.

(8)

The initial pass-through rate on the Class 3-A-8 Certificates is approximately 0.500% per annum.  After the first Distribution Date, the per annum Pass-Through Rate on the Class 3-A-8 Certificates will be equal to 7.200% minus the Certificate Index, but no more than 0.500% per annum and no less than 0.000% per annum.

(9)

The initial Pass-Through Rate on the Class 3-A-9 Certificates is 0.000% per annum.  After the first Distribution Date, the per annum Pass-Through Rate on the Class 3-A-9 Certificates will be equal to the Certificate Index minus 6.700%, but no more than 0.500% per annum and no less than 0.000% per annum.

(10)

The initial Pass-Through Rate on the Class 3-A-10 Certificates is 5.630% per annum.  After the first Distribution Date, the per annum Pass-Through Rate on the Class 3-A-10 Certificates will be equal to the Certificate Index plus 0.300%, but no more than 7.000% per annum and no less than 0.300% per annum.

(11)

The initial Pass-Through Rate on the Class 3-A-11 Certificates is 0.100% per annum.  After the first Distribution Date, the per annum Pass-Through Rate on the Class 3-A-11 Certificates will be equal to 6.700% minus the Certificate Index, but no more than 0.100% per annum and no less than 0.000% per annum.

(12)

The initial Pass-Through Rate on the Class 3-A-12 Certificates is 1.270% per annum.  After the first Distribution Date, the per annum Pass-Through Rate on the Class 3-A-12 Certificates will be equal to 6.600% minus the Certificate Index, but no more than 6.600% per annum and no less than 0.000% per annum.

(13)

The initial pass-through rate on the Class 3-A-14 Certificates is approximately 0.500% per annum.  After the first Distribution Date, the per annum Pass-Through Rate on the Class 3-A-14 Certificates will be equal to 7.200% minus the Certificate Index, but no more than 0.500% per annum and no less than 0.000% per annum.

(14)

The initial Pass-Through Rate on the Class 3-A-15 Certificates is 0.000% per annum.  After the first Distribution Date, the per annum Pass-Through Rate on the Class 3-A-15 Certificates will be equal to the Certificate Index minus 6.700%, but no more than 0.500% per annum and no less than 0.000% per annum.

(15)

The initial Pass-Through Rate on the Class 3-A-16 Certificates is 5.630% per annum.  After the first Distribution Date, the per annum Pass-Through Rate on the Class 3-A-16 Certificates will be equal to the Certificate Index plus 0.300%, but no more than 7.000% per annum and no less than 0.300% per annum.

(16)

The initial Pass-Through Rate on the Class 3-A-17 Certificates is 0.100% per annum.  After the first Distribution Date, the per annum Pass-Through Rate on the Class 3-A-17 Certificates will be equal to 6.700% minus the Certificate Index, but no more than 0.100% per annum and no less than 0.000% per annum.

(17)

The initial Pass-Through Rate on the Class 3-A-18 Certificates is 1.270% per annum.  After the first Distribution Date, the per annum Pass-Through Rate on the Class 3-A-18 Certificates will be equal to 6.600% minus the Certificate Index, but no more than 6.600% per annum and no less than 0.000% per annum.

(18)

The initial Pass-Through Rate on the Class 3-A-20 Certificates is 5.730% per annum.  After the first Distribution Date, the per annum Pass-Through Rate on the Class 3-A-20 Certificates will be equal to the Certificate Index plus 0.400%, but no more than 7.000% per annum and no less than 0.400% per annum.

(19)

The initial Pass-Through Rate on the Class 3-A-21 Certificates is 5.630% per annum.  After the first Distribution Date, the per annum Pass-Through Rate on the Class 3-A-21 Certificates will be equal to the Certificate Index plus 0.300%, but no more than 7.500% per annum and no less than 0.300% per annum.

(20)

The initial Pass-Through Rate on the Class 3-A-22 Certificates is 7.080% per annum.  After the first Distribution Date, the per annum Pass-Through Rate on the Class 3-A-22 Certificates will be equal to 28.400% minus the Certificate Index multiplied by four, but no more than 28.400% per annum and no less than 2.000% per annum.

(21)

The initial Pass-Through Rate on the Class 3-A-23 Certificates is 7.480% per annum.  After the first Distribution Date, the per annum Pass-Through Rate on the Class 3-A-23 Certificates will be equal to 28.800% minus the Certificate Index multiplied by four, but no more than 28.800% per annum and no less than 0.000% per annum.

(22)

The initial pass-through rate on the Class 5-A-1 Certificates is 6.002% per annum.  After the first distribution date, the per annum pass-through rate on these certificates will be equal to the Pool 2 Net WAC.

(23)

The Pass-Through Rate for the first Distribution Date for the Class C-B-1, Class C-B-2, Class C-B-3, Class C-B-4, Class C-B-5 and Class C-B-6 Certificates is 5.91149% per annum.  On any Distribution Date, the Pass-Through Rate on these Certificates will be a per annum rate equal to the quotient expressed as a percentage of (a) the sum of (i) the product of (x) 4.500% and (y) the Group C-B Component Balance for the Group 1 Mortgage Loans immediately prior to such Distribution Date, (ii) the product of (x) 5.500% and (y) the Group C-B Component Balance for the Group 2 Mortgage Loans immediately prior to such Distribution Date, (iii) the product of (x) 6.000% and (y) the Group C-B Component Balance for the Group 3 Mortgage Loans immediately prior to such Distribution Date, (iv) the product of (x) 6.500% and (y) the Group C-B Component Balance for the Group 4 Mortgage Loans immediately prior to such Distribution Date, and (v) the product of (x) the Pool 2 Net WAC and (y) the Group C-B Component Balance for the Group 5 Mortgage Loans immediately prior to such Distribution Date, divided by (b) the aggregate of the Group C-B Component Balances for the Group 1, Group 2, Group 3, Group 4 and Group 5 Mortgage Loans immediately prior to such Distribution Date.

(24)

The Class AR Certificates shall represent beneficial ownership of the MT1-R and MT2-R interests and of the residual interest in the Master REMIC.

(25)

The Class AR and Class AR-L Certificates are issued in minimum Percentage Interests of 20% and 1% increment in excess thereof, except that one Certificate of each of such Classes may be issued in an amount of $0.01.

(26)

The Class AR-L Certificates shall represent beneficial ownership of the LT1-R Interest.

The foregoing REMIC structure is intended to cause all of the cash from the Mortgage Loans to flow through to the Master REMIC as cash flow on a REMIC regular interest, without creating any shortfall—actual or potential (other than for credit losses) to any REMIC regular interest.  To the extent that the structure is believed to diverge from such intention the Trust Administrator shall resolve ambiguities to accomplish such result and shall to the extent necessary rectify any drafting errors or seek clarification to the structure without Certificateholder approval (but with guidance of counsel) to accomplish such intention.

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

 

Book-Entry Certificates

All Classes of Certificates other than the Physical Certificates.

Class A Certificates

The Class 1-A-1, Class 2-A-1, Class 3-A-2, Class 3-A-3, Class 3-A-4, Class 3-A-5, Class 3-A-6, Class 3-A-7, Class 3-A-8, Class 3-A-9, Class 3-A-10, Class 3-A-11, Class 3-A-12, Class 3-A-13, Class 3-A-14, Class 3-A-15, Class 3-A-16, Class 3-A-17, Class 3-A-18, Class 3-A-19, Class 4-A-1, Class 5-A-1, Class AR and Class AR-L Certificates.

Class P Certificates

The Class A-P Certificates.

ERISA-Restricted Certificates

Residual Certificates, Private Certificates and any Certificates that do not satisfy the applicable ratings requirement under the Underwriter’s Exemption.

Exchangeable Certificates

The Class 3-A-1, Class 3-A-20, Class 3-A-21, Class 3-A-22, Class 3-A-23, Class 3-A-24, Class 3-A-25 and Class 3-A-26 Certificates.

Floating Rate Certificates

The Class 3-A-3, Class 3-A-4, Class 3-A-9, Class 3-A-10, Class 3-A-15, Class 3-A-16, Class 3-A-20 and Class 3-A-21 Certificates.

Group 1 Certificates

The Class 1-A-1, Class AR and Class AR-L Certificates.

Group 2 Certificates

The Class 2-A-1 Certificates.

Group 3 Certificates

The Class 3-A-2, Class 3-A-3, Class 3-A-4, Class 3-A-5, Class 3-A-6, Class 3-A-7, Class 3-A-8, Class 3-A-9, Class 3-A-10, Class 3-A-11, Class 3-A-12, Class 3-A-13, Class 3-A-14, Class 3-A-15, Class 3-A-16, Class 3-A-17, Class 3-A-18 and Class 3-A-19 Certificates are referred to as the Group 3 Certificates.

Group 4 Certificates

The Class 4-A-1 Certificates.

Group 5 Certificates

The Class 5-A-1 Certificates.

Group C-B Certificates

The Class C-B-1, Class C-B-2, Class C-B-3, Class C-B-4, Class C-B-5 and Class C-B-6 Certificates.

Interest-Only Certificates

The Class 3-A-2, Class 3-A-3, Class 3-A-5, Class 3-A-6, Class 3-A-8, Class 3-A-9, Class 3-A-11, Class 3-A-12, Class 3-A-14, Class 3-A-15, Class 3-A-17 and Class 3-A-18 Certificates.

Inverse Floating Rate Certificates

The Class 3-A-2, Class 3-A-5, Class 3-A-6, Class 3-A-8, Class 3-A-11, Class 3-A-12, Class 3-A-14, Class 3-A-17, Class 3-A-18, Class 3-A-22 and Class 3-A-23 Certificates.

LIBOR Certificates

The Floating Rate Certificates and the Inverse Floating Rate Certificates.

Lockout Certificates

The Class 3-A-4, Class 3-A-7 and Class 3-A-24 Certificates.

Offered Certificates

All Classes of Certificates other than the Private Certificates.

Physical Certificates

The Residual Certificates and the Private Certificates.

Principal Only Certificates

The Class 3-A-7, Class 3-A-13, Class 3-A-19 and Class A-P Certificates.

Private Certificates

The Class C-B-4, Class C-B-5, Class C-B-6 and Class PP Certificates.

Rating Agencies

S&P and Fitch.

Regular Certificates

All Classes of Certificates other than the Residual and Class PP Certificates.

Exchangeable REMIC Certificates

The Class 3-A-2, Class 3-A-3, Class 3-A-4, Class 3-A-5, Class 3-A-6, Class 3-A-7, Class 3-A-8, Class 3-A-9, Class 3-A-10, Class 3-A-11, Class 3-A-12, Class 3-A-13, Class 3-A-14, Class 3-A-15, Class 3-A-16, Class 3-A-17, Class 3-A-18 and Class 3-A-19 Certificates.

Residual Certificates

The Class AR and Class AR-L Certificates.

Senior Certificates

The Group 1, Group 2, Group 3, Group 4, Group 5 and Class A-P Certificates.

Subordinate Certificates

The Group C-B Certificates.

 

All covenants and agreements made by the Depositor herein are for the benefit and security of the Certificateholders.  The Depositor is entering into this Agreement, and the Trustee is accepting the trusts created hereby and thereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.  The principal balance of the Mortgage Loans as of the Cut-off Date is $558,050,150.28.

The parties hereto intend to effect an absolute sale and assignment of the Mortgage Loans to the Trustee for the benefit of Certificateholders under this Agreement.  However, the Depositor and the Seller will hereunder absolutely assign and, as a precautionary matter grant a security interest, in and to its rights, if any, in the related Mortgage Loans to the Trustee on behalf of Certificateholders to ensure that the interest of the Certificateholders hereunder in the Mortgage Loans is fully protected.

W I T N E S S E T H   T H A T:

In consideration of the mutual agreements herein contained, the Depositor, the Seller, the Master Servicer, the Servicers, the Special Servicer, the Trustee and the Trust Administrator agree as follows:

ARTICLE I

DEFINITIONS

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

ABN AMRO :  ABN AMRO Mortgage Group, Inc. and its successors and assigns.

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

ABN AMRO Servicing Agreement:  That certain Reconstituted Servicing Agreement dated as of September 1, 2006 among DLJMC, ABN AMRO, the Master Servicer, the Trustee and the Trust Administrator.

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.

Accountant’s Attestation :  The attestation required from an Accountant pursuant to Section 13.08.

Accrual Period :  For any interest-bearing Class of Certificates (other than the LIBOR Certificates) and for each Class of Lower Tier Interests, and any Distribution Date, the calendar month immediately preceding that Distribution Date.   For the LIBOR Certificates, the period from and including the 25 ^th day of the calendar month immediately preceding that Distribution Date to and including the 24 ^th day of the calendar month of the Distribution Date.

Additional Data Remittance Date :  With respect to any Distribution Date and the Master Servicer, SPS or Wells Fargo, no later than twelve noon, five Business Days before the related Distribution Date.

Additional Disclosure Notification : As defined in Section 13.02.

Additional Form 10-D Disclosure : As defined in Section 13.02.

Additional Form 10-K Disclosure : As defined in Section 13.03.

Additional Servicer : means each affiliate of each Servicer that Services any of the Mortgage Loans and each Person who is not an affiliate of the Depositor, who Services 10% or more of the Mortgage Loans (measured by aggregate Stated Principal Balance of the Mortgage Loans, annually at the commencement of the calendar year prior to the year in which an Item 1123 Certification is required to be delivered).  For clarification purposes, the Master Servicer and the Trust Administrator are Additional Servicers.

Advance :  With respect to any Non-Designated Mortgage Loan, the payment required to be made by a Servicer, SPS or the Master Servicer, as applicable, with respect to any Distribution Date pursuant to Section 5.01.

With respect to any ABN AMRO Serviced Mortgage Loan, the payment required to be made by (i) ABN AMRO with respect to any Distribution Date pursuant to Section 5.03 of the ABN AMRO Servicing Agreement or (ii) the Master Servicer with respect to any Distribution Date pursuant to Section 3.20(b) of this Agreement.

With respect to any Chevy Chase Serviced Mortgage Loan, the payment required to be made by (i) Chevy Chase with respect to any Distribution Date pursuant to Section 5.03 of the Chevy Chase Servicing Agreement or (ii) the Master Servicer with respect to any Distribution Date pursuant to Section 3.20(b) of this Agreement.

With respect to any Countrywide Serviced Mortgage Loan, the payment required to be made by (i) Countrywide with respect to any Distribution Date pursuant to Section 11.19 of the Countrywide Servicing Agreement or (ii) the Master Servicer with respect to any Distribution Date pursuant to Section 3.20(b) of this Agreement.

With respect to any Fifth Third Serviced Mortgage Loan, the payment required to be made by (i) Fifth Third with respect to any Distribution Date pursuant to Section 5.03 of the Fifth Third Servicing Agreement or (ii) the Master Servicer with respect to any Distribution Date pursuant to Section 3.20(b) of this Agreement.

With respect to any First Horizon Serviced Mortgage Loan, the payment required to be made by (i) First Horizon with respect to any Distribution Date pursuant to Section 5.03 of the First Horizon Servicing Agreement or (ii) the Master Servicer with respect to any Distribution Date pursuant to Section 3.20(b) of this Agreement.

With respect to any GMAC Serviced Mortgage Loan, the payment required to be made by (i) GMAC with respect to any Distribution Date pursuant to Section 5.03 of the GMAC Servicing Agreement or (ii) the Master Servicer with respect to any Distribution Date pursuant to Section 3.20(b) of this Agreement.

With respect to any Hemisphere Serviced Mortgage Loan, the payment required to be made by (i) Hemisphere with respect to any Distribution Date pursuant to Section 5.03 of the Hemisphere Servicing Agreement or (ii) the Master Servicer with respect to any Distribution Date pursuant to Section 3.20(b) of this Agreement.

With respect to any IndyMac Serviced Mortgage Loan, the payment required to be made by (i) IndyMac with respect to any Distribution Date pursuant to Section 5.03 of the IndyMac Servicing Agreement or (ii) the Master Servicer with respect to any Distribution Date pursuant to Section 3.20(b) of this Agreement.

With respect to any National City Serviced Mortgage Loan, the payment required to be made by (i) National City with respect to any Distribution Date pursuant to Section 5.03 of the National City Servicing Agreement or (ii) the Master Servicer with respect to any Distribution Date pursuant to Section 3.20(b) of this Agreement.

With respect to any PHH Serviced Mortgage Loan, the payment required to be made by (i) PHH with respect to any Distribution Date pursuant to Section 5.03 of the PHH Servicing Agreement or (ii) the Master Servicer with respect to any Distribution Date pursuant to Section 3.20(b) of this Agreement.

With respect to any SunTrust Serviced Mortgage Loan, the payment required to be made by (i) SunTrust with respect to any Distribution Date pursuant to Section 5.03 of the SunTrust Servicing Agreement or (ii) the Master Servicer with respect to any Distribution Date pursuant to Section 3.20(b) of this Agreement.

With respect to any Wachovia Serviced Mortgage Loan, the payment required to be made by (i) Wachovia with respect to any Distribution Date pursuant to Section 5.03 of the Wachovia Servicing Agreement or (ii) the Master Servicer with respect to any Distribution Date pursuant to Section 3.20(b) of this Agreement.

Adverse REMIC Event :  As defined in Section 2.07(f).

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

Ancillary Income :  All income derived from the Non-Designated Mortgage Loans, other than Servicing Fees, including but not limited to, late charges, Prepayment Premiums (other than Assigned Prepayment Premiums), 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, and only with respect to SPS, any Qualified Substitute Mortgage Loan Excess Interest with respect to any Qualified Substitute Mortgage Loan for which a payment has been received or advanced during the related Collection Period.

Appraised Value :  The appraised value of the Mortgaged Property based upon the appraisal made for the originator at the time of the origination of the related Mortgage Loan or the sales price of the Mortgaged Property at the time of such origination, whichever is less, or (i) with respect to any Mortgage Loan that represents a refinancing other than a Streamlined Mortgage Loan, the appraised value of the Mortgaged Property based upon the appraisal made at the time of such refinancing and (ii) with respect to any Streamlined Mortgage Loan, the appraised value of the Mortgaged Property based upon the appraisal made in connection with the origination of the mortgage loan being refinanced.

Assessment of Compliance : The certification required pursuant to Section 13.07.

Assigned Prepayment Premium :  Any Prepayment Premium on a Wells Fargo Serviced Mortgage Loan, the Wells Fargo Serviced CORE Mortgage Loans and any Prepayment Premium on a SPS Serviced Mortgage Loan.

Assignment and Assumption Agreement :  That certain assignment and assumption agreement dated as of September 1, 2006, by and between DLJ Mortgage Capital, Inc., as assignor and the Depositor, as assignee, relating to the Mortgage Loans.

Assignment of Proprietary Lease :  With respect to a Cooperative Loan, the assignment or mortgage of the related Proprietary Lease from the Mortgagor to the originator of the Cooperative Loan.

Available Distribution Amount :  With respect to any Distribution Date and Loan Group, the sum of:  (i) all amounts in respect of Scheduled Payments (net of the related Expense Fees) due on the related Due Date and received prior to the related Determination Date on the Mortgage Loans in such Loan Group, together with any Advances in respect thereof; (ii) (a) all Insurance Proceeds (to the extent not applied to the restoration of the Mortgaged Property or released to the Mortgagor in accordance with the applicable Servicer’s Accepted Servicing Standards) and all Liquidation Proceeds received during the calendar month preceding the month of that Distribution Date on the Mortgage Loans in such Loan Group, in each case net of unreimbursed Liquidation Expenses incurred with respect to such Mortgage Loans and (b) all Recoveries, if any, for such Distribution Date; (iii) all Principal Prepayments received during the related Prepayment Period on the Mortgage Loans in such Loan Group, excluding Prepayment Premiums; (iv) amounts received with respect to such Distribution Date as the Substitution Adjustment Amount or Purchase Price in respect of a Mortgage Loan in such Loan Group repurchased by the Seller or purchased by a holder of a Subordinate Certificate pursuant to Section 3.11(f) or purchased by the Special Servicer pursuant to Section 3.11(g), in each case, as of such Distribution Date, in the case of clauses (i) through (iv) above reduced by amounts in reimbursement for Advances previously made and other amounts as to which a Servicer, the Master Servicer or the Trust Administrator is entitled to be reimbursed pursuant to Section 3.08, 3.14(c), 7.03, 8.02 or 10.05 in respect of the Mortgage Loans in such Loan Group or otherwise, (v) any amounts payable as Compensating Interest Payments by a Servicer or the Master Servicer with respect to the Mortgage Loans in such Loan Group on such Distribution Date, (vi) the portion of the Mortgage Loan Purchase Price related to such Loan Group paid in connection with an Optional Termination up to the amount of the Par Value for such Loan  Group, (vii) the portion of the Mortgage Loan Auction Price related to such Loan Group paid in connection with an Auction Sale up to the amount of the Par Value for such Loan Group and (viii) any Liquidation Payment Amounts related to such Loan Group.

Balloon Loan :  Any Mortgage Loan that, by its terms, does not fully amortize the principal balance thereof by its stated maturity and requires a payment at the stated maturity larger than the monthly payments due thereunder.

Banco Popular :   Banco Popular De Puerto Rico, a state chartered bank, and its successors and assigns.

Banco Popular REO Disposition :  The final sale by Banco Popular, as a Servicer, of any REO Property.

Banco Popular REO Disposition Fee :  With respect to each Banco Popular REO Disposition, the lesser of (i) $1,500 or (ii) one percent (1%) of the final sales price of such Banco Popular REO Disposition shall be paid to the Servicer in the form of a REO management fee; provided that if the REO Property is sold or liquidated without incurring a real estate broker commission, the Banco Popular REO Disposition will be equal to the greater of (i) $1,500 or (ii) four percent (4%) of the final sales price of such Banco Popular REO Disposition.

Banco Popular Serviced Mortgage Loans :  The Mortgage Loans identified as such on the Mortgage Loan Schedule, for which Banco Popular is the applicable Servicer.

Bank of America :  Bank of America, National Association, a national banking association, and its successors and assigns.

Bank of America Serviced Mortgage Loans :  The Mortgage Loans identified as such on the Mortgage Loan Schedule, for which Bank of America is the applicable Servicer.

Bankruptcy Code :  The United States Bankruptcy Code, as amended from time to time (11 U.S.C. §§ 101 et seq.).

Bankruptcy Coverage Termination Date :  The point in time at which the related Bankruptcy Loss Coverage Amount is reduced to zero.

Bankruptcy Loss :  A Deficient Valuation or Debt Service Reduction.

Bankruptcy Loss Coverage Amount :  With respect to the Group C-B Certificates as of any Determination Date, the Bankruptcy Loss Coverage Amount shall equal the Initial Bankruptcy Loss Coverage Amount for the Group C-B  Certificates as reduced by (i) the aggregate amount of Bankruptcy Losses allocated to the Group C-B  Certificates since the Cut-off Date and (ii) any permissible reductions in the related Bankruptcy Loss Coverage Amount as evidenced by a letter of each Rating Agency to the Trust Administrator to the effect that any such reduction will not result in a downgrading of, or otherwise adversely affect, the then current ratings assigned to such Classes of Certificates rated by it

Beneficial Holder :  A Person holding a beneficial interest in any Certificate through a Participant or an Indirect Participant or a Person holding a beneficial interest in any Definitive Certificate.

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

Book-Entry Form :  Any Certificate held through the facilities of the Depository.

Business Day :  Any day other than (i) a Saturday or a Sunday or (ii) a day on which banking institutions in New York or the state in which the office of the Master Servicer or any Servicer or the Corporate Trust Office of the Trustee or Trust Administrator are located are authorized or obligated by law or executive order to be closed.

Capitalization Reimbursement Amount :  For any Distribution Date and each Loan Group, the aggregate of the amounts added to the Stated Principal Balances of the Mortgage Loans in such Loan Group 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 Loan pursuant to Section 3.05.

Cash Remittance Date :  With respect to any Distribution Date and (A) the Master Servicer, Bank of America, Banco Popular or SPS, by 1:00 PM New York City time the 7th calendar day preceding such Distribution Date, or if such 7th calendar day is not a Business Day, the Business Day immediately preceding such 7th calendar day, (B) Wells Fargo, by 4:00 PM New York City time the 18th calendar day of the month in which that Distribution Date occurs, or if such day is not a Business Day, the immediately following Business Day or (C) WMMSC, by 12:00 noon New York City time on the Business Day immediately preceding such Distribution Date.

Certificate :  Any Certificates executed and authenticated by the Trust Administrator on behalf of the Trustee for the benefit of the Certificateholders in substantially the form or forms attached as Exhibits A through H hereto and issued pursuant to this Agreement.

Certificate Account :  The separate Eligible Account created and maintained with the Trust Administrator, 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 Trust Administrator, as agent for 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 Trust Administrator in Eligible Investments and reinvestment earnings thereon (net of investment losses) shall be paid to the Trust Administrator.  Funds deposited in the Certificate Account (exclusive of the amounts permitted to be withdrawn pursuant to Section 3.08(b)) 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

(a)

minus all distributions of principal and allocations of Realized Losses, including Excess Losses, previously made or allocated with respect thereto in accordance with Section 4.02;

(b)

minus, with respect to the Group C-B Certificates, any amounts allocated to that Certificate in reduction of its Class Principal Balance for payment of Class A-P Deferred Amounts pursuant to Section 4.01(A)(f), or any reduction to that Certificate pursuant to Section 4.02(b) if the excess of the aggregate Certificate Balance of the Group 1, Group 2, Group 3, Group 4, Group 5, Group C-B Certificates and Class A-P Certificates, exceeds the aggregate Stated Principal Balance of the Group 1, Group 2, Group 3, Group 4 and Group 5 Mortgage Loans;

(c)

plus , the amount of any increase to the Certificate Balance of such Certificate pursuant to Section 4.03.

Certificate Group :  Any of Certificate Group 1, Certificate Group 2, Certificate Group 3, Certificate Group 4 and Certificate Group 5, as applicable.

Certificate Group 1 :  Any of the Certificates with a Class designation beginning with “1” and relating to Loan Group 1.

Certificate Group 2 :  Any of the Certificates with a Class designation beginning with “2” and relating to Loan Group 2.

Certificate Group 3 :  Any of the Certificates with a Class designation beginning with “3” and relating to Loan Group 3.

Certificate Group 4 :  Any of the Certificates with a Class designation beginning with “4” and relating to Loan Group 4.

Certificate Group 5 :  Any of the Certificates with a Class designation beginning with “5” and relating to Loan Group 5.

Certificate Index :  With respect to each Distribution Date and the LIBOR Certificates, the rate for one-month United States dollar deposits quoted on Telerate Page 3750 as of 11:00 A.M., London time, on the related Interest Determination Date relating to each Class of LIBOR Certificates.  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 Trust Administrator after consultation with DLJMC), the rate will be the Reference Bank Rate.  If no such quotations can be obtained and no Reference Bank Rate is available, the Certificate Index will be the Certificate Index applicable to the preceding Distribution Date.  On the Interest Determination Date immediately preceding each Distribution Date, the Trust Administrator shall determine the Certificate Index for the Accrual Period commencing on such Distribution Date and inform the Master Servicer of such rate.

Certificate Register :  The register maintained pursuant to Section 6.02(a) hereof.

Certificateholder or Holder :  The Person in whose name a Certificate is registered in the Certificate Register.

Certification Parties : As defined in Section 13.09.

Certifying Person : As defined in Section 13.09.

Chevy Chase :  Chevy Chase F.S.B. and its successors and assigns.

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

Chevy Chase Servicing Agreement:  That certain Reconstituted Servicing Agreement dated as of September 1, 2006 among DLJMC, Chevy Chase, the Master Servicer, the Trustee and the Trust Administrator.

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

Class 3-A-2 Notional Amount :  For any Distribution Date and the Class 3-A-2 Certificates, the Class Principal Balance of the Class 3-A-4 Certificates immediately prior to such Distribution Date.  

Class 3-A-3 Notional Amount :  For any Distribution Date and the Class 3-A-3 Certificates, the Class Principal Balance of the Class 3-A-4 Certificates immediately prior to such Distribution Date.

Class 3-A-5 Notional Amount :  For any Distribution Date and the Class 3-A-5 Certificates, the Class Principal Balance of the Class 3-A-4 Certificates immediately prior to such Distribution Date.

Class 3-A-6 Notional Amount :  For any Distribution Date and the Class 3-A-6 Certificates, the Class Principal Balance of the Class 3-A-4 Certificates immediately prior to such Distribution Date.

Class 3-A-8 Notional Amount :  For any Distribution Date and the Class 3-A-8 Certificates, the Class Principal Balance of the Class 3-A-10 Certificates immediately prior to such Distribution Date.

Class 3-A-9 Notional Amount :  For any Distribution Date and the Class 3-A-9 Certificates, the Class Principal Balance of the Class 3-A-10 Certificates immediately prior to such Distribution Date.

Class 3-A-11 Notional Amount :  For any Distribution Date and the Class 3-A-11 Certificates, the Class Principal Balance of the Class 3-A-10 Certificates immediately prior to such Distribution Date.

Class 3-A-12 Notional Amount :  For any Distribution Date and the Class 3-A-12 Certificates, the Class Principal Balance of the Class 3-A-10 Certificates immediately prior to such Distribution Date.

Class 3-A-14 Notional Amount :  For any Distribution Date and the Class 3-A-14 Certificates, the Class Principal Balance of the Class 3-A-16 Certificates immediately prior to such Distribution Date.

Class 3-A-15 Notional Amount :  For any Distribution Date and the Class 3-A-15 Certificates, the Class Principal Balance of the Class 3-A-16 Certificates immediately prior to such Distribution Date.

Class 3-A-17 Notional Amount :  For any Distribution Date and the Class 3-A-17 Certificates, the Class Principal Balance of the Class 3-A-16 Certificates immediately prior to such Distribution Date.

Class 3-A-18 Notional Amount :  For any Distribution Date and the Class 3-A-18 Certificates, the Class Principal Balance of the Class 3-A-16 Certificates immediately prior to such Distribution Date.

Class A Certificates :  As set forth in the Preliminary Statement.

Class A-P Deferred Amounts :  For any Distribution Date, (i) before the Credit Support Depletion Date, the amount required to be paid to the holders of the Class A-P Certificates pursuant to Section 4.01(A)(f)(i) and (ii) on and after the Credit Support Depletion Date, zero.

Class Interest Shortfall :  As to any Distribution Date and each Class of interest-bearing Certificates, the amount by which the amount described in clause (i) of the definition of Interest Distribution Amount for such Class, exceeds the amount of interest actually distributed on such Class on such Distribution Date.

Class Notional Amount:  Any of the Class 3-A-2, Class 3-A-3, Class 3-A-5, Class 3-A-6, Class 3-A-8, Class 3-A-9, Class 3-A-11, Class 3-A-12, Class 3-A-14, Class 3-A-15, Class 3-A-17 and Class 3-A-18 Notional Amounts, as applicable.  

Class P Certificates :  As set forth in the Preliminary Statement.

Class P Fraction :  With respect to each Class P Mortgage Loan, a fraction, the numerator of which is 4.50% minus the Net Mortgage Rate on that Class P Mortgage Loan and the denominator of which is 4.50%.

Class P Mortgage Loan :  With respect to Loan Group 1, the Mortgage Loans in such Loan Group having Net Mortgage Rates less than the Required Coupon for such Loan Group.   

Class P Principal Distribution Amount :  For each Distribution Date and Loan Group 1, the Class P Fraction of the sum of (i) the portion of the Principal Payment Amount for Loan Group 1 for such Distribution Date attributable to the Class P Mortgage Loans in Loan Group 1, (ii) the portion of the Principal Prepayment Amount for Loan Group 1 for such Distribution Date attributable to the Class P Mortgage Loans in Loan Group 1 and (iii) Net Liquidation Proceeds allocable to principal with respect to the Class P Mortgage Loans in Loan Group 1 received during the prior calendar month minus the Class P Fraction of the portion of the Capitalization Reimbursement Amount for Loan Group 1 for such Distribution Date attributable to the Class P Mortgage Loans in Loan Group 1.

Class PP Reserve Fund :  The Eligible Account established pursuant to Section 4.01(E).

Class Principal Balance :  With respect to any Class of Certificates, other than the Notional Amount Certificates, and as to any date of determination, the aggregate of the Certificate Balances of all Certificates of such Class as of such date.

Class Unpaid Interest Amounts :  As to any Distribution Date and Class of interest-bearing Certificates, the amount by which the aggregate Class Interest Shortfalls for such Class on prior Distribution Dates exceeds the amount distributed on such Class on prior Distribution Dates pursuant to clause (ii) of the definition of Interest Distribution Amount.

Clearing Agency :  An organization registered as a “clearing agency” pursuant to Section 17A of the Securities Exchange Act of 1934, as amended, which initially shall be DTC.

Closing Date :  September 29, 2006.

Code :  The Internal Revenue Code of 1986, as amended.

Collection Account :  The accounts established and maintained by each Servicer in accordance with Section 3.05.

Collection 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.

Commission : The U.S. Securities and Exchange Commission.

Compensating Interest Payment : For any Distribution Date and WMMSC, with respect to the WMMSC Serviced Mortgage Loans, the least of (i) the sum of (a) one twelfth (1/12 ^th ) of 0.04% of the aggregate Stated Principal Balance of the WMMSC Serviced Mortgage Loans, as of the Due Date in the month of such Distribution Date, (b) Payoff Earnings in respect of the WMMSC Serviced Mortgage Loans for such Distribution Date and (c) aggregate Payoff Interest in respect of the WMMSC Serviced Mortgage Loans for such Distribution Date, (ii) the aggregate Prepayment Interest Shortfall allocable to Payoffs for the WMMSC Serviced Mortgage Loans and (iii) one-twelfth (1/12 ^th ) of 0.125% of the aggregate Stated Principal Balance of the WMMSC Serviced Mortgage Loans.  

For any Distribution Date and SPS, with respect to the SPS Serviced Mortgage Loans, the lesser of (i) the aggregate Servicing Fee payable to SPS (for the purposes of this definition only the Servicing Fee Rate shall equal 0.25% per annum) in respect of the SPS Serviced Mortgage Loans for such Distribution Date and (ii) the aggregate Prepayment Interest Shortfall allocable to Payoffs and Curtailments with respect to SPS Serviced Mortgage Loans.

For any Distribution Date and Banco Popular, with respect to the Banco Popular Serviced Mortgage Loans, the lesser of (i) the aggregate Servicing Fee payable to Banco Popular in respect of the Banco Popular Serviced Mortgage Loans for such Distribution Date and (ii) the aggregate Prepayment Interest Shortfall allocable to Payoffs with respect to the Banco Popular Serviced Mortgage Loans.

For any Distribution Date and Bank of America, with respect to the Bank of America Serviced Mortgage Loans, the lesser of (i) the aggregate Servicing Fee payable to Bank of America in respect of the Bank of America Serviced Mortgage Loans for such Distribution Date and (ii) the aggregate Prepayment Interest Shortfall allocable to Payoffs with respect to the Bank of America Serviced Mortgage Loans.

For any Distribution Date and Wells Fargo, with respect to the Wells Fargo Serviced Mortgage Loans or Wells Fargo Serviced CORE Mortgage Loan, the lesser of (i) the aggregate Servicing Fee payable to Wells Fargo (for purposes of this definition only the Servicing Fee Rate shall equal 0.25% per annum) in respect of the Wells Fargo Serviced Mortgage Loans or Wells Fargo Serviced CORE Mortgage Loans, as applicable, for such Distribution Date and (ii) the aggregate Prepayment Interest Shortfall allocable to Payoffs and Curtailments with respect to Wells Fargo Serviced Mortgage Loans or Wells Fargo Serviced CORE Mortgage Loans, as applicable.

For any Distribution Date and the Master Servicer, the Compensating Interest Payment shall be equal to:

(a)

with respect to the SPS Serviced Mortgage Loans, the excess of (i) the Compensating Interest Payment required to be remitted by SPS for such Distribution Date over (ii) the amount of the Compensating Interest Payment actually remitted by SPS for such Distribution Date;   

(b)

with respect to the Wells Fargo Serviced Mortgage Loans, the excess of (i) the Compensating Interest Payment required to be remitted by Wells Fargo for such Distribution Date over (ii) the amount of the Compensating Interest Payment actually remitted by Wells Fargo for such Distribution Date;

(c)

with respect to the Wells Fargo Serviced CORE Mortgage Loans, the excess of (i) the Compensating Interest Payment required to be remitted by Wells Fargo for such Distribution Date over (ii) the amount of the Compensating Interest Payment actually remitted by Wells Fargo for such Distribution Date;

(d)

with respect to the Banco Popular Serviced Mortgage Loans, the excess of (i) the Compensating Interest Payment required to be remitted by Banco Popular for such Distribution Date over (ii) the amount of the Compensating Interest Payment actually remitted by Banco Popular for such Distribution Date;

(e)

with respect to the Bank of America Serviced Mortgage Loans, the excess of (i) the Compensating Interest Payment required to be remitted by Bank of America for such Distribution Date over (ii) the amount of the Compensating Interest Payment actually remitted by Bank of America for such Distribution Date;

(f)

with respect to the ABN AMRO Serviced Mortgage Loans, the excess of (i) the Prepayment Interest Shortfall Amount (as defined in the ABN AMRO Servicing Agreement) required to be remitted by ABN AMRO on the Remittance Date (as defined in the ABN AMRO Servicing Agreement) immediately preceding such Distribution Date over (ii) the amount of the Prepayment Interest Shortfall Amount (as defined in the ABN AMRO Servicing Agreement) actually remitted by ABN AMRO for such Distribution Date;

(g)

with respect to the Chevy Chase Serviced Mortgage Loans, the excess of (i) the Prepayment Interest Shortfall Amount (as defined in the Chevy Chase Servicing Agreement) required to be remitted by Chevy Chase on the Remittance Date (as defined in the Chevy Chase Servicing Agreement) immediately preceding such Distribution Date over (ii) the amount of the Prepayment Interest Shortfall Amount (as defined in the Chevy Chase Servicing Agreement) actually remitted by Chevy Chase for such Distribution Date;

(h)

with respect to the Countrywide Serviced Mortgage Loans, the excess of (i) the Prepayment Interest Shortfall Amount (as defined in the Countrywide Servicing Agreement) required to be remitted by Countrywide on the Remittance Date (as defined in the Countrywide Servicing Agreement) immediately preceding such Distribution Date over (ii) the amount of the Prepayment Interest Shortfall Amount (as defined in the Countrywide Servicing Agreement) actually remitted by Countrywide for such Distribution Date;

(i)

with respect to the Fifth Third Serviced Mortgage Loans, the excess of (i) the Compensating Interest (as defined in the Fifth Third Servicing Agreement) required to be remitted by Fifth Third for such Remittance Date (as defined in the Fifth Third Servicing Agreement) over (ii) the amount of the Compensating Interest (as defined in the Fifth Third Servicing Agreement) actually remitted by Fifth Third for such Remittance Date (as defined in the Fifth Third Servicing Agreement);

(j)

with respect to the First Horizon Serviced Mortgage Loans, the excess of (i) the Compensating Interest (as defined in the First Horizon Servicing Agreement) required to be remitted by First Horizon for such Remittance Date (as defined in the First Horizon Servicing Agreement) over (ii) the amount of the Compensating Interest (as defined in the First Horizon Servicing Agreement) actually remitted by First Horizon for such Remittance Date (as defined in the First Horizon Servicing Agreement);

(k)

with respect to the GMAC Serviced Mortgage Loans, the excess of (i) the Compensating Interest (as defined in the GMAC Servicing Agreement) required to be remitted by GMAC for such Remittance Date (as defined in the GMAC Servicing Agreement) over (ii) the amount of the Compensating Interest (as defined in the GMAC Servicing Agreement) actually remitted by GMAC for such Remittance Date (as defined in the GMAC Servicing Agreement);

(l)

with respect to the Hemisphere Serviced Mortgage Loans, the excess of (i) the Compensating Interest (as defined in the Hemisphere Servicing Agreement) required to be remitted by Hemisphere for such Remittance Date (as defined in the Hemisphere Servicing Agreement) over (ii) the amount of the Compensating Interest (as defined in the Hemisphere Servicing Agreement) actually remitted by Hemisphere for such Remittance Date (as defined in the Hemisphere Servicing Agreement);

(m)

with respect to the IndyMac Serviced Mortgage Loans, the excess of (i) the Compensating Interest (as defined in the IndyMac Servicing Agreement) required to be remitted by IndyMac for such Remittance Date (as defined in the IndyMac Servicing Agreement) over (ii) the amount of the Compensating Interest (as defined in the IndyMac Servicing Agreement) actually remitted by IndyMac for such Remittance Date (as defined in the IndyMac Servicing Agreement);

(n)

with respect to the National City Serviced Mortgage Loans, the excess of (i) the Compensating Interest (as defined in the National City Servicing Agreement) required to be remitted by National City for such Remittance Date (as defined in the National City Servicing Agreement) over (ii) the amount of the Compensating Interest (as defined in the National City Servicing Agreement) actually remitted by National City for such Remittance Date (as defined in the National City Servicing Agreement);

(o)

with respect to the PHH Serviced Mortgage Loans, the excess of (i) the Compensating Interest (as defined in the PHH Servicing Agreement) required to be remitted by PHH for such Remittance Date (as defined in the PHH Servicing Agreement) over (ii) the amount of the Compensating Interest (as defined in the PHH Servicing Agreement) actually remitted by PHH for such Remittance Date (as defined in the PHH Servicing Agreement);

(p)

with respect to the SunTrust Serviced Mortgage Loans, the excess of (i) the Compensating Interest (as defined in the SunTrust Servicing Agreement) required to be remitted by SunTrust for such Remittance Date (as defined in the SunTrust Servicing Agreement) over (ii) the amount of the Compensating Interest (as defined in the SunTrust Servicing Agreement) actually remitted by SunTrust for such Remittance Date (as defined in the SunTrust Servicing Agreement); and

(q)

with respect to the Wachovia Serviced Mortgage Loans, the excess of (i) the Compensating Interest (as defined in the Wachovia Servicing Agreement) required to be remitted by Wachovia on the Remittance Date (as defined in the Wachovia Servicing Agreement) immediately preceding such Distribution Date over (ii) the amount of the Compensating Interest (as defined in the Wachovia Servicing Agreement) actually remitted by Wachovia for such Distribution Date.

Controlling Person : With respect to any Person, any other Person who “controls” such Person within the meaning of the Securities Act.

Cooperative Corporation: With respect to any Cooperative Loan, the cooperative apartment corporation that holds legal title to the related Cooperative Property and grants occupancy rights to units therein to stockholders through Proprietary Leases or similar arrangements.

Cooperative Lien Search: A search for (a) federal tax liens, mechanics’ liens, lis pendens, judgments of record or otherwise against (i) the Cooperative Corporation and (ii) the seller of the Cooperative Unit, (b) filings of Financing Statements and (c) the deed of the Cooperative Property into the Cooperative Corporation.

Cooperative Loan: A Mortgage Loan that is secured by a first lien on and a perfected security interest in Cooperative Shares and the related Proprietary Lease granting exclusive rights to occupy the related Cooperative Unit in the building owned by the related Cooperative Corporation.

Cooperative Property: With respect to any Cooperative Loan, all real property and improvements thereto and rights therein and thereto owned by a Cooperative Corporation including without limitation the land, separate dwelling units and all common elements.

Cooperative Shares: With respect to any Cooperative Loan, the shares of stock issued by a Cooperative Corporation and allocated to a Cooperative Unit and represented by stock certificates.

Cooperative Unit : With respect to any Cooperative Loan, a specific unit in a Cooperative Property.

Corporate Trust Office :  With respect to the Trustee, 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, Structured Finance EP-MN-WS3D, St. Paul, Minnesota 55107-2292, Attention:  Corporate Trust—Structured Finance – CSMC 2006-8.  With respect to the Trust Administrator, the designated office of the Trust Administrator 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 9062 Old Annapolis Road, Columbia, MD 21045, Attention:  CSMC 2006-8, except for purposes of Section 6.06 and certificate transfer purposes, such term shall mean the office or agency of the Trust Administrator located at Wells Fargo Bank, National Association, Sixth Street and Marquette Avenue, Minneapolis, Minnesota  55479, Attention: CSMC 2006-8.

Corresponding Classes of Certificates :  With respect to each Lower Tier Interest, any Class of Certificates appearing opposite such Lower Tier Interest in the Preliminary Statement.

Countrywide :  Countrywide Home Loan Servicing LP, a Texas limited partnership, and its successors and assigns.

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

Countrywide Servicing Agreement:  That certain Reconstituted Servicing Agreement dated as of September 1, 2006 among DLJMC, Countrywide, the Master Servicer, the Trustee and the Trust Administrator.

Credit Support Depletion Date :   The first Distribution Date on which the aggregate Class Principal Balance of the Group C-B  Certificates has been or will be reduced to zero.

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 Agreements :  Those certain custodial agreements each dated as of September 1, 2006 among the Trustee, the Trust Administrator and any of LaSalle Bank National Association, Banco Popular or Wells Fargo Bank, N.A, as applicable, pursuant to which the Custodians agree to hold any of the documents or instruments referred to in Section 2.01 of this Agreement as agent for the Trustee.

Custodians :  LaSalle Bank National Association, Banco Popular and Wells Fargo Bank, N.A., each of which shall act as agent on behalf of the Trustee, and shall be compensated by the Trust Administrator or as otherwise specified therein.  

Cut-off Date :  September 1, 2006.

Cut-off Date Pool Principal Balance :  $558,050,150.28.

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.

Data Remittance Date :  With respect to any Distribution Date and (A) the Master Servicer, SPS, Bank of America, Banco Popular or Wells Fargo, the 10th calendar day of the month in which such Distribution Date occurs, or if such 10th day is not a Business Day, the Business Day immediately following such 10th day or (B) WMMSC, no later than twelve noon, five Business Days before the related Distribution Date.

Debt Service Reduction :  With respect to any Mortgage Loan, a reduction by a court of competent jurisdiction in a proceeding under the Bankruptcy Code in the Scheduled Payment for such Mortgage Loan which became final and non-appealable, except such a reduction resulting from a Deficient Valuation or any reduction that results in a permanent forgiveness of principal.

Debt Service Reduction Mortgage Loan :  Any Mortgage Loan that became the subject of a Debt Service Reduction.

Deficient Valuation :  With respect to any Mortgage Loan, a valuation by a court of competent jurisdiction of the Mortgaged Property in an amount less than the then outstanding indebtedness under the Mortgage Loan, or that results in a permanent forgiveness of principal, which valuation in either case results from a proceeding under the Bankruptcy Code.

Definitive Certificate :  As defined in Section 6.09.

Deleted Mortgage Loan:  As defined in Section 2.03(c).

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 Agreement :  The Letter of Representation dated as of the Closing Date by and among DTC, the Depositor and the Trust Administrator for the benefit of the Trustee.

Designated Mortgage Loans :  Each of the following, as applicable:

(a)

the ABN AMRO Serviced Mortgage Loans, unless any such Mortgage Loan is no longer serviced by ABN AMRO under the ABN AMRO Servicing Agreement;

(b)

the Chevy Chase Serviced Mortgage Loans, unless any such Mortgage Loan is no longer serviced by Chevy Chase under the Chevy Chase Servicing Agreement;

(c)

the Countrywide Serviced Mortgage Loans, unless any such Mortgage Loan is no longer serviced by Countrywide under the Countrywide Servicing Agreement;

(d)

the Fifth Third Serviced Mortgage Loans, unless any such Mortgage Loan is no longer serviced by Fifth Third under the Fifth Third Servicing Agreement;

(e)

the First Horizon Serviced Mortgage Loans, unless any such Mortgage Loan is no longer serviced by First Horizon under the First Horizon Servicing Agreement;

(f)

the GMAC Serviced Mortgage Loans, unless any such Mortgage Loan is no longer serviced by GMAC under the GMAC Servicing Agreement;

(g)

the Hemisphere Serviced Mortgage Loans, unless any such Mortgage Loan is no longer serviced by Hemisphere under the Hemisphere Servicing Agreement;

(h)

the IndyMac Serviced Mortgage Loans, unless any such Mortgage Loan is no longer serviced by IndyMac under the IndyMac Servicing Agreement;

(i)

the National City Serviced Mortgage Loans, unless any such Mortgage Loan is no longer serviced by National City under the National City Servicing Agreement;

(j)

the PHH Serviced Mortgage Loans, unless any such Mortgage Loan is no longer serviced by PHH under the PHH Servicing Agreement;

(k)

the SunTrust Serviced Mortgage Loans, unless any such Mortgage Loan is no longer serviced by SunTrust under the SunTrust Servicing Agreement; and

(l)

the Wachovia Serviced Mortgage Loans, unless any such Mortgage Loan is no longer serviced by Wachovia under the Wachovia Servicing Agreement; and

Designated Servicer :  Each of ABN AMRO, Chevy Chase, Countrywide, Fifth Third, First Horizon, GMAC, Hemisphere, IndyMac, National City, PHH, SunTrust and Wachovia, as applicable.

Designated Servicing Agreements :  Each of the ABN AMRO Servicing Agreement, the Chevy Chase Servicing Agreement, the Countrywide Servicing Agreement, the Fifth Third Servicing Agreement, the First Horizon Servicing Agreement, the GMAC Servicing Agreement, the Hemisphere Servicing Agreement, the IndyMac Servicing Agreement, the National City Servicing Agreement, the PHH Servicing Agreement, the SunTrust Servicing Agreement and the Wachovia Servicing Agreement, as applicable.  

Determination Date :  With respect to each Distribution Date and (A) the Master Servicer or any Servicer (other than Wells Fargo), the 10th day of the calendar month in which such Distribution Date occurs or, if such 10th day is not a Business Day, the Business Day immediately succeeding such Business Day and (B) Wells Fargo, the Business Day immediately preceding the Cash Remittance Date related to such Distribution Date.

Disqualified Organization :  Any organization defined as a “disqualified organization” under Section 860E(e)(5) of the Code, which includes any of the following:  (i) the United States, any State or political subdivision thereof, any possession of the United States, or any agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of its activities are subject to tax and, except for the FHLMC, a majority of its board of directors is not selected by such governmental unit), (ii) a foreign government, any international organization, or any agency or instrumentality of any of the foregoing, (iii) any organization (other than certain farmers’ cooperatives described in Section 521 of the Code) which is exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on unrelated business taxable income), (iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v) an “electing large partnership” within the meaning of Section 775 of the Code, and (vi) any other Person so designated by the Trust Administrator based upon an Opinion of Counsel that the holding of an Ownership Interest in a Residual Certificate by such Person may cause any REMIC formed hereby or any Person having an Ownership Interest in any Class of Certificates (other than such Person) to incur a liability for any federal tax imposed under the Code that would not otherwise be imposed but for the Transfer of an Ownership Interest in a Residual Certificate to such Person.  The terms “United States”, “State” and “international organization” shall have the meanings set forth in Section 7701 of the Code or successor provisions.

Distribution Date :  The 25 ^th day of any month, or if such 25 ^th day is not a Business Day, the Business Day immediately following such 25 ^th day, commencing in October 2006.

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

DTC :  The Depository Trust Company.

Due Date : With respect to each Mortgage Loan and any Distribution Date, the date on which Scheduled Payments on such Mortgage Loan are due which is either the first day of the month of such Distribution Date, or if Scheduled Payments on such Mortgage Loan are due on a day other than the first day of the month, the date in the calendar month immediately preceding the Distribution Date on which such Scheduled Payments are due, exclusive of any days of grace.

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 each Rating Agency in its highest short-term rating category, or (iii) a segregated trust account or accounts (which shall be a “special deposit account”) maintained with the Trustee, the Trust Administrator or any other federal or state chartered depository institution or trust company, acting in its fiduciary capacity, in a manner acceptable to the Trustee, the Trust Administrator and the Rating Agencies.  Eligible Accounts may bear interest.  

Eligible Institution :  An institution having the highest short-term debt rating, and one of the two highest long-term debt ratings of the Rating Agencies or the approval of the Rating Agencies. Notwithstanding the above, Banco Popular shall be an Eligible Institution, provided and for so long as its deposits are insured by the FDIC and it is assigned a short-term debt rating of not less than A2 from a Rating Agency, and a long-term rating of not less than A- from S&P.

Eligible Investments :  Any one or more of the obligations and securities listed below:

1.

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; the FHLMC, FNMA, the Federal Home Loan Banks or any agency or instrumentality of the United States of America rated AA (or the equivalent) or higher by the Rating Agencies;

2.

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;

3.

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-1+” by the Rating Agencies; 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 or the Trust Administrator in exchange for such collateral, and (C) be delivered to the Trustee or the Trust Administrator or, if the Trustee or the Trust Administrator, as applicable, is supplying the collateral, an agent for the Trustee or the Trust Administrator, in such a manner as to accomplish perfection of a security interest in the collateral by possession of certificated securities;

4.

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;

5.

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 of the Rating Agencies at the time of such investment;

6.

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;

7.

money market funds (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 one of the two highest available rating categories of 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 the Master Servicer, a Servicer, the Trustee or the Trust Administrator and any such funds that are managed by the Master Servicer, a Servicer, the Trustee or the Trust Administrator or their respective Affiliates or for the Master Servicer, a Servicer, the Trustee or the Trust Administrator or any Affiliate of such Person acts as advisor, as long as such money market funds satisfy the criteria of this subparagraph (vii); and

8.

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 (without regard to the ratings requirements) of an Underwriter’s Exemption.

ERISA-Restricted Certificate :  As set forth in the Preliminary Statement.

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

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 8.01 hereof.

Excess Liquidation Proceeds :  With respect to any Distribution Date and Liquidated Mortgage Loan serviced by Banco Popular, an amount as of the date of the liquidation equal to Net 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 minus the sum of (a) the Stated Principal Balance of the Liquidated Mortgage Loan as of the date of such liquidation and (b) interest at the applicable Net Mortgage Rate from the related Due Date as to which interest was last paid or advanced (and not reimbursed) to 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

Excess Loss :  With respect to the Certificates, the amount of any (i) Fraud Loss on a Mortgage Loan realized after the related Fraud Loss Coverage Termination Date, (ii) Special Hazard Loss on a Mortgage Loan realized after the related Special Hazard Coverage Termination Date or (iii) Bankruptcy Loss on a Mortgage Loan realized after the related Bankruptcy Coverage Termination Date.

Exchange Act : The Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

Exchangeable Certificates : As specified in the Preliminary Statement.

Exchangeable REMIC Certificates :  As specified in the Preliminary Statement.

Expense Fee Rate :  As to each Mortgage Loan, the sum of the related Servicing Fee Rate, the Trust Administrator Fee Rate, if applicable, the rate at which any lender paid primary mortgage guaranty insurance fee accrues, if applicable, and the Qualified Substitute Mortgage Loan Excess Interest Rate, if applicable.

Expense Fees :  As to each Mortgage Loan, the sum of the related Servicing Fee, the Trust Administrator Fee, if applicable, any lender paid primary mortgage guaranty insurance premium, if applicable, and any Qualified Substitute Mortgage Loan Excess Interest, if applicable.

Fair Credit Reporting Act :  The Fair Credit Reporting Act of 1970, as amended.

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

Federal Funds Rate : The interest rate at which depository institutions lend balances at the Federal Reserve to other depository institutions overnight.

FHLMC :  The Federal Home Loan Mortgage Corporation, 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.

Fifth Third :  Fifth Third Mortgage Company, and its successors and assigns.

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

Fifth Third Servicing Agreement:  That certain Reconstituted Servicing Agreement dated as of September 1, 2006 among DLJMC, Fifth Third, the Master Servicer, the Trustee and the Trust Administrator.

Financing Statement :  A financing statement in the form of a UCC-1 or UCC-3, as applicable, filed pursuant to the Uniform Commercial Code to perfect a security interest in the Cooperative Shares and Pledge Instruments.

First Horizon :  Fifth Third Mortgage Company, and its successors and assigns.

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

First Horizon Servicing Agreement:  That certain Reconstituted Servicing Agreement dated as of September 1, 2006 among DLJMC, First Horizon, the Master Servicer, the Trustee and the Trust Administrator.

Fitch:  Fitch Ratings or any successor thereto.

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

Form 8-K Disclosure Information : As defined in Section 13.04.

Fraud Loan :  A Liquidated Mortgage Loan as to which a Fraud Loss has occurred.

Fraud Loss Coverage Amount :  With respect to the Group 1, Group 2, Group 3, Group 4 and Group 5 Certificates as of the Closing Date, $5,580,502, subject to reduction from time to time by the amount of Fraud Losses allocated to the Group C-B  Certificates.  In addition, (a) on each anniversary prior to the fifth anniversary of the Cut-off Date, the Fraud Loss Coverage Amount for the Group 1, Group 2, Group 3, Group 4 and Group 5 Certificates will be reduced to an amount equal to (i) on the first and second anniversaries of the preceding anniversary of the Cut-off Date (or in the case of the first anniversary, the Cut-off Date), the lesser of (A) 1.0% of the aggregate Stated Principal Balance of the Group 1, Group 2, Group 3, Group 4 and Group 5 Mortgage Loans and (B) the excess of such Fraud Loss Coverage Amount as of the Cut-off Date over the cumulative amount of Fraud Losses on the Group 1, Group 2, Group 3, Group 4 and Group 5 Mortgage Loans allocated to the Group C-B  Certificates since the preceding anniversary of the Cut-off Date (or in the case of the first anniversary, the Cut-off Date) and (ii) on the third and fourth anniversaries of the Cut-off Date, the lesser of (A) 0.5% of the aggregate Stated Principal Balance of the Group 1, Group 2, Group 3, Group 4 and Group 5  Mortgage Loans and (B) the excess of such Fraud Loss Coverage Amount as of the preceding anniversary of the Cut-off Date over the cumulative amount of Fraud Losses on the Group 1, Group 2, Group 3, Group 4 and Group 5 Mortgage Loans allocated to the Group C-B  Certificates since such preceding anniversary and (b) on the fifth anniversary of the Cut-off Date, to zero.

Fraud Loss Coverage Termination Date :  The point in time at which the applicable Fraud Loss Coverage Amount is reduced to zero.

Fraud Losses :  Realized Losses on the Mortgage Loans as to which a loss is sustained by reason of a default arising from fraud, dishonesty or misrepresentation in connection with the related Mortgage Loan, including a loss by reason of the denial of coverage under any related Mortgage Guaranty Insurance Policy because of such fraud, dishonesty or misrepresentation.

GMAC :  GMAC Mortgage Corporation, and its successors and assigns.

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

GMAC Servicing Agreement:  That certain Reconstituted Servicing Agreement dated as of September 1, 2006 among DLJMC, GMAC, the Master Servicer, the Trustee and the Trust Administrator.

Group :  When used with respect to the Mortgage Loans, any of Group 1, Group 2, Group 3, Group 4, Group 5 or with respect to the Certificates, the Class or Classes of Certificates that relate to the corresponding Group.

Group 1 :  With respect to the Mortgage Loans, the pool of fixed rate Mortgage Loans identified in the related Mortgage Loan Schedule as having been assigned to Group 1 or with respect to the Certificates, as set forth in the Preliminary Statement.

Group 1 Certificates :  As set forth in the Preliminary Statement.

Group 1 Mortgage Loan :  Any Mortgage Component in Loan Group 1.

Group 2 :  With respect to the Mortgage Loans, the pool of fixed rate Mortgage Loans identified in the related Mortgage Loan Schedule as having been assigned to Group 2 or with respect to the Certificates, as set forth in the Preliminary Statement.

Group 2 Certificates:  As set forth in the Preliminary Statement.

Group 2 Mortgage Loan :  Any Mortgage Component in Loan Group 2.

Group 3 :  With respect to the Mortgage Loans, the pool of fixed rate Mortgage Loans identified in the related Mortgage Loan Schedule as having been assigned to Group 3 or with respect to the Certificates, as set forth in the Preliminary Statement.

Group 3 Certificates : As set forth in the Preliminary Statement.

Group 3 Mortgage Loan :  Any Mortgage Component in Loan Group 3.

Group 3 Percentage :  For any Distribution Date will equal the lesser of (a) 99.99% and (b) the sum of (i) the aggregate Class Principal Balance of the Class 3-A-4 and Class 3-A-7 Certificates and (ii) 13,210,500 divided by the aggregate Class Principal Balance of the Class 3-A-4, Class 3-A-7, Class 3-A-10, Class 3-A-13, Class 3-A-16 and Class 3-A-19 Certificates, in each case immediately prior to any allocations of losses or distributions on that Distribution Date.  

Group 3 Priority Amount :  For any Distribution Date, the Group 3 Priority Percentage of the Senior Principal Distribution Amount for Loan Group 3.  

Group 3 Priority Percentage :  For any Distribution Date, the product of (a) the Group 3 Percentage and (b) the Stepdown Percentage.

Group 4 :  With respect to the Mortgage Loans, the pool of fixed rate Mortgage Loans identified in the related Mortgage Loan Schedule as having been assigned to Group 4 or with respect to the Certificates, as set forth in the Preliminary Statement.

Group 4 Certificates :  As set forth in the Preliminary Statement.

Group 4 Mortgage Loan :  Any Mortgage Component in Loan Group 4.

Group 5 :  With respect to the Mortgage Loans, the pool of fixed rate Mortgage Loans identified in the related Mortgage Loan Schedule as having been assigned to Group 5 or with respect to the Certificates, as set forth in the Preliminary Statement.

Group 5 Certificates :  As set forth in the Preliminary Statement.

Group 5 Mortgage Loan :  Any Mortgage Component in Loan Group 5.

Group C-B  Component Balance :  With respect to Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4 and Loan Group 5, the excess, if any, of the then outstanding aggregate Stated Principal Balance of the Mortgage Loans in that Loan Group (less, with respect to Loan Group 1, the applicable Class P Fraction of any Class P Mortgage Loan) over the then outstanding aggregate Class Principal Balance of the related Senior Certificates (other than the Class P Certificates).

Group C-B  Percentage :  With respect to any Distribution Date and the Group C-B  Certificates, the aggregate Class Principal Balance of the Group C-B Certificates immediately prior to the Distribution Date divided by the outstanding aggregate Stated Principal Balance of the Group 1, Group 2, Group 3, Group 4 and Group 5 Mortgage Loans (other than the applicable Class P Fraction of the Class P Mortgage Loans) as of the Due Date for that Distribution Date.

Group C-B  Principal Distribution Amount :  With respect to any Distribution Date and the Group C-B  Certificates, will equal the excess of (A) the sum of (i) the related Subordinate Percentage of the Principal Payment Amount for Loan Group 1 (exclusive of the portion attributable to the related Class P Principal Distribution Amount), (ii) the related Subordinate Percentage of the Principal Payment Amount for Loan Group 2, (iii) the related Subordinate Percentage of the Principal Payment Amount for Loan Group 3, (iv) the related Subordinate Percentage of the Principal Payment Amount for Loan Group 4, (v) the related Subordinate Percentage of the Principal Payment Amount for Loan Group 5, (vi) the related Subordinate Prepayment Percentage of the Principal Prepayment Amount for Loan Group 1 (exclusive of the portion attributable to the related Class P Principal Distribution Amount), (vii) the related Subordinate Prepayment Percentage of the Principal Prepayment Amount for Loan Group 2, (viii) the related Subordinate Prepayment Percentage of the Principal Prepayment Amount for Loan Group 3, (ix) the related Subordinate Prepayment Percentage of the Principal Prepayment Amount for Loan Group 4, (x) the related Subordinate Prepayment Percentage of the Principal Prepayment Amount for Loan Group 5, (xi) the Subordinate Liquidation Amount for Loan Group 1, (xii) the Subordinate Liquidation Amount for Loan Group 2, (xiii) the Subordinate Liquidation Amount for Loan Group 3, (xiv) the Subordinate Liquidation Amount for Loan Group 4 and (xv) the Subordinate Liquidation Amount for Loan Group 5 over (B) the sum of the sum of (w) the amounts required to be distributed to the Class A-P Certificates pursuant to Section 4.01(A)(f)(i) on that Distribution Date, (x) if the aggregate Class Principal Balance of the Group 1, Group 2, Group 3, Group 4 or Group 5 Certificates has been reduced to zero, principal paid from the Available Distribution Amount of the Loan Group or Groups related to the Certificates paid in full to the other Group or Groups, as described in Section 4.06(a), (y) the amounts paid from the Available Distribution Amount for the Overcollateralized Group or Groups to the Senior Certificates (other than the Class P Certificates) of the Undercollateralized Group or Groups, as described in Section 4.06(b) and (z) the sum of (a) the related Subordinate Prepayment Percentage of the Capitalization Reimbursement Amount for Loan Group 1, (b) the related Subordinate Prepayment Percentage of the Capitalization Reimbursement Amount for Loan Group 2, (c) the related Subordinate Prepayment Percentage of the Capitalization Reimbursement Amount for Loan Group 3, (d) the related Subordinate Prepayment Percentage of the Capitalization Reimbursement Amount for Loan Group 4 and (e) the related Subordinate Prepayment Percentage of the Capitalization Reimbursement Amount for Loan Group 5 (exclusive in each case of the portion attributable to the reduction of the applicable Class P Principal Distribution Amount, if any).

Hemisphere :  The Hemisphere National Bank, and its successors and assigns.

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

Hemisphere Servicing Agreement:  That certain Reconstituted Servicing Agreement dated as of September 1, 2006 among DLJMC, Hemisphere, the Master Servicer, the Trustee and the Trust Administrator.

Independent : When used with respect to any accountants, a Person who is “independent” within the meaning of Rule 2-01(B) of the Securities and Exchange Commission’s Regulation S-X.  Independent means, when used with respect to any other Person, a Person who (A) is in fact independent of another specified Person and any affiliate of such other Person, (B) does not have any material direct or indirect financial interest in such other Person or any affiliate of such other Person, (C) is not connected with such other Person or any affiliate of such other Person as an officer, employee, promoter, underwriter, Trust Administrator, partner, director or Person performing similar functions and (D) is not a member of the immediate family of a Person defined in clause (B) or (C) above.

IndyMac :  IndyMac Bank, F.S.B., and its successors and assigns.

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

IndyMac Servicing Agreement:  That certain Reconstituted Servicing Agreement dated as of September 1, 2006 among DLJMC, IndyMac, the Master Servicer, the Trustee and the Trust Administrator.

Indirect Participants :  Entities, such as banks, brokers, dealers and trust companies, that clear through or maintain a custodial relationship with a Participant, either directly or indirectly.

Initial Bankruptcy Loss Coverage Amount :  With respect to the Group C-B  Certificates, $111,944.

Initial Class Principal Balance :  As set forth in the Preliminary Statement.

Insurance Policy :  With respect to any Mortgage Loan included in the Trust Fund, any Mortgage Guaranty Insurance Policy, any standard hazard insurance policy, flood insurance policy or title insurance policy, including all riders and endorsements thereto in effect, including any replacement policy or policies for any Insurance Policies.

Insurance Proceeds :  Amounts paid pursuant to any insurance policy with respect to a Mortgage Loan that have not been used to restore the related mortgaged property or released to the mortgagor in accordance with the related Servicer’s or the related Designated Servicer’s normal servicing procedures.

Interest Determination Date : With respect to the LIBOR Certificates and for each Accrual Period, the second LIBOR Business Day preceding the commencement of such Accrual Period.

Interest Distribution Amount :  With respect to any Distribution Date and interest-bearing Class of Certificates, the sum of (i) one month’s interest accrued during the related Accrual Period at the applicable Pass-Through Rate for such Class on the related Class Principal Balance or Class Notional Amount, as applicable, subject to reduction pursuant to Section 4.01(B), and (ii) any Class Unpaid Interest Amounts for such Class and Distribution Date.

Interest Rate : With respect to each Subsidiary REMIC Regular Interest and each Middle REMIC Regular Interest, the applicable rate set forth or calculated in the manner described in the Preliminary Statement.

Investment Account :  The commingled account (which shall be commingled only with investment accounts related to series of pass-through certificates with a class of certificates which has a rating equal to the highest of the Ratings of the Certificates) maintained by WMMSC in the trust department of the Investment Depository pursuant to Section 3.05.  The Investment Account shall be an Eligible Account.

Investment Depository :  U.S. Bank National Association or another bank or trust company designated from time to time by WMMSC.  The Investment Depository shall at all times be an Eligible Institution.

Lender Paid Mortgage Guaranty Insurance Policy :  Any lender paid Mortgage Guaranty Insurance Policy.

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 :  As set forth in the Preliminary Statement.

Liquidated Mortgage Loan :  With respect to any Distribution Date, a defaulted Mortgage Loan (including any REO Property) which was liquidated in the calendar month preceding the month of such Distribution Date and as to which the related Servicer has determined (with respect to the Non-Designated Mortgage Loans, in accordance with this Agreement, or with respect to the Designated Mortgage Loans, in accordance with the related Designated Servicing 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 Expenses :  Customary and reasonable “out of pocket” expenses incurred by a Servicer (or the related Sub-Servicer) in connection with the liquidation of any defaulted Mortgage Loan and not recovered by such Servicer (or the related Sub-Servicer) under a Mortgage Guaranty Insurance Policy for reasons other than such Servicer’s failure to comply with Section 3.09 hereof, such expenses including, without limitation, legal fees and expenses, any unreimbursed amount expended by a Servicer pursuant to Section 3.11 hereof respecting the related Mortgage and any related and unreimbursed expenditures for real estate property taxes or for property restoration or preservation to the extent not previously reimbursed under any hazard insurance policy for reasons other than such Servicer’s failure to comply with Section 3.11 hereof.

Liquidation Payment Amount :  For any Distribution Date, the lesser of (a) the aggregate amount of Liquidation Shortfalls and (b) the amount on deposit in the Liquidation Reserve Fund.

Liquidation Principal :  As to any Distribution Date and Loan Group, the principal portion of Net Liquidation Proceeds received with respect to each Mortgage Loan in that Loan Group which became a Liquidated Mortgage Loan, but not in excess of the principal balance of that Mortgage Loan, during the preceding calendar month, exclusive of the portion thereof, if any, attributable to the applicable Class P Principal Distribution Amount and Assigned Prepayment Premiums.

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 otherwise or amounts received in connection with any condemnation or partial release of a Mortgaged Property related to a Mortgage Loan and any other proceeds received in connection with an REO Property, other than Recoveries.

Liquidation Reserve Fund :  As defined in Section 4.08.

Liquidation Shortfall :  With respect to any Distribution Date and Liquidated Mortgage Loan serviced by Banco Popular, an amount as of the date of the liquidation equal to (i) the sum of (a) the Stated Principal Balance of the Liquidated Mortgage Loan as of the date of such liquidation and (b) interest at the applicable Net Mortgage Rate from the related Due Date as to which interest was last paid or advanced (and not reimbursed) to 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 (ii) the Net 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.

Loan Group :  Any of Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4 and Loan Group 5, as applicable.

Loan Group 1 :  As of the Cut-Off Date, consists of (a) 100% of the Stated Principal Balance of each Pool 1 Mortgage Loan with a Net Mortgage Rate less than 4.50% per annum, and (b) a portion of each Pool 1 Mortgage Loan with a Net Mortgage Rate greater than or equal to 4.50% per annum and less than 5.50% per annum, equal to:

 

Loan Group 2 :  As of the Cut-Off Date, consists of (a)  a portion of each Pool 1 Mortgage Loan with a Net Mortgage Rate greater than 4.50% per annum and less than 5.50% per annum, equal to:

and (b) a portion of each Pool 1 Mortgage Loan with a Net Mortgage Rate greater than or equal to 5.50% per annum and less than 6.00% per annum, equal to:

 

Loan Group 3 :  As of the Cut-Off Date, consists of (a) a portion of each Pool 1 Mortgage Loan with a Net Mortgage Rate greater than 5.50% per annum and less than 6.00% per annum, equal to:

and (b) a portion of each Pool 1 Mortgage Loan with a Net Mortgage Rate greater than or equal to 6.00% per annum and less than 6.50% per annum, equal to:

 

Loan Group 4 :  As of the Cut-Off Date, consists of (a) a portion of each Pool 1 Mortgage Loan with a Net Mortgage Rate greater than 6.00% per annum and less than 6.50% per annum, equal to:

 

and (b) 100% of the principal balance of each Pool 1 Mortgage Loan with a Net Mortgage Rate greater than or equal to 6.50% per annum.

Loan Group 5 :  As of the Cut-Off Date, consists of all of the Pool 2 Mortgage Loans.

Loan-to-Value Ratio :  As of any date, the fraction, expressed as a percentage, the numerator of which is the Stated Principal Balance of the related Mortgage Loan at the date of determination and the denominator of which is the Appraised Value of the Mortgaged Property.

Lost Mortgage Note :  Any Mortgage Note the original of which was permanently lost or destroyed and has not been replaced.

Lower Tier Interest :  As described in the Preliminary Statement.

Majority Servicer :  With respect to any Optional Termination, the Servicer servicing the largest percentage of Mortgage Loans in the Loan Group(s) to be purchased in such Optional Termination (by Stated Principal Balance of outstanding Mortgage Loans on the Optional Termination Date) which has notified the Trust Administrator of its intention to be the Terminating Entity of such Loan Group(s) pursuant to Section 11.02(a).

Master REMIC :  As described in the Preliminary Statement.

Master Servicer :  Wells Fargo.

Master Servicer Employees :  As defined in Section 3.18.

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 any MERS Mortgage Loan.

Middle REMIC 1 :  As described in the Preliminary Statement.

Middle REMIC 2 :  As described in the Preliminary Statement.

Middle REMIC Regular Interest :  Any one of the “regular interests” in Middle REMIC 1 or Middle REMIC 2, as applicable, as described in the Preliminary Statement.

MOM Loan :  Any Mortgage Loan as to which MERS is acting as mortgagee, solely as nominee for the originator of such Mortgage Loan and its successors and assigns.

Moody’s :  Moody’s Investors Service, Inc., or any successor thereto.

Mortgage :  With respect to a Mortgage Loan, the mortgage, deed of trust or other instrument creating a first lien on a fee simple or leasehold estate in real property securing a Mortgage Note.

Mortgage Component :  That portion of a Mortgage Loan in Pool 1 that comprise the Loan Groups related to such Pool.  With respect to Loan Groups, a Mortgage Component is also considered a Mortgage Loan.

Mortgage File :  For each Mortgage Loan, the Trustee Mortgage File and the Servicer Mortgage File.

Mortgage Guaranty Insurance Policy :  Each policy of primary mortgage guaranty insurance or any replacement policy therefor with respect to any Mortgage Loan.

Mortgage Loans :  Such of the mortgage loans and cooperative 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.  With respect to each Mortgage Loan that is a Cooperative Loan, if any, “Mortgage Loan” shall include, but not be limited to, the related Mortgage Note, Security Agreement, Assignment of Proprietary Lease, Recognition Agreement, Cooperative Shares and Proprietary Lease and, with respect to each Mortgage Loan other than a Cooperative Loan, “Mortgage Loan” shall include, but not be limited to the related Mortgages and the related Mortgage Notes.  As the context requires, reference herein to Mortgage Loans sometimes refer to one or more Mortgage Components related to that Mortgage Loan.

Mortgage Loan Auction Price :  The price, calculated as set forth in Section 11.01, to be paid in connection with the purchase of the Mortgage Loans by the Auction Purchaser.

Mortgage Loan Purchase Price :  The price, calculated as set forth in Section 11.01, to be paid in connection with the purchase of the Mortgage Loans pursuant to an Optional Termination.

Mortgage Loan Schedule :  The list of 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 2.02 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 and applicable Servicer by Loan Group:

1.

the Mortgage Loan identifying number;

2.

a code indicating the type of Mortgaged Property (detached single family dwelling, PUD, condominium unit, two- to four-unit residential property or Cooperative Unit) and the occupancy status;

3.

the original months to maturity or the remaining months to maturity from the Cut-off Date, in any case based on the original amortization schedule and, if different, the maturity expressed in the same manner but based on the actual amortization schedule;

4.

the Loan-to-Value Ratio at origination;

5.

a code indicating the existence of a subordinate lien for the related mortgaged property;

6.

the combined loan-to-value ratio at origination;

7.

the related borrower’s debt-to-income ratio;

8.

the related borrower’s credit score at origination;

9.

the Mortgage Rate as of the Cut-off Date;

10.

the stated maturity date;

11.

the amount of the Scheduled Payment as of the Cut-off Date;

12.

the original principal amount of the Mortgage Loan;

13.

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;

14.

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

15.

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

16.

the Expense Fee Rate as of the Cut-off Date;

17.

the Servicing Fee Rate (which may be disclosed on the Mortgage Loan Schedule in two parts identified as the servicing fee and the master servicing fee or in two parts identified as the “Lender Fee” and the “Mgmt Fee” or in two parts identified as “service fee” and “excess fee”);

18.

the Servicer of the Mortgage Loan;

19.

a code indicating whether the Mortgage Loan is covered under a borrower paid or lender paid Primary Insurance Policy (and, if so, the name of the insurance carrier) and the rate at which any lender paid Primary Insurance Policy premium is calculated, if applicable;

20.

a code indicating whether the Mortgage Loan is a MERS Mortgage Loan and, if so, its corresponding MIN.

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:

1.

the number of Mortgage Loans;

2.

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

3.

the weighted average Mortgage Rate of the Mortgage Loans.

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

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

Mortgaged Property :  The underlying real property securing a Mortgage Loan or, with respect to a Cooperative Loan, the related Cooperative Shares and Proprietary Lease.

Mortgagor :  The obligor on a Mortgage Note.

National City :  National City Mortgage Co., and its successors and assigns.

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

National City Servicing Agreement:  That certain Reconstituted Servicing Agreement dated as of September 1, 2006 among DLJMC, National City, the Master Servicer, the Trustee and the Trust Administrator.

Net Liquidation Proceeds :  With respect to any Liquidated Mortgage Loan, the excess of the related Liquidation Proceeds over the sum of Liquidation Expenses, Expense Fees and unreimbursed Advances and Servicing Advances.

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

Net Prepayment Interest Shortfall :  For any Distribution Date and Loan Group, the amount by which the aggregate of Prepayment Interest Shortfalls for such Loan Group during the related Prepayment Period exceeds the related Compensating Interest Payments for such Distribution Date.

Net Realized Losses :  For any Class of Certificates and any Distribution Date, the excess of (i) the amount of Realized Losses previously allocated to that Class over (ii) the sum of (a) the amount of any increases to the Class Principal Balance of that Class pursuant to Section 4.03 due to Recoveries on all prior Distribution Dates and (b) amounts previously distributed to such Class pursuant to Section 4.01(A)(f)(xiv).

Net Recovery Realized Losses:  For any Class of Certificates and any Distribution Date, the excess of (i) Net Realized Losses for such Distribution Date over (ii) the amount distributed to such Class pursuant to Section 4.01(A)(f)(xiv) on such Distribution Date.

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

Non-Designated Mortgage Loans :  The Mortgage Loans that are not Designated Mortgage Loans.

Non-PO Recoveries :  For each Distribution Date and Loan Group, the excess of (i) the amount of Recoveries for such Loan Group for such Distribution Date over (ii) the amount of PO Recoveries for such Loan Group for such Distribution Date.

Nonrecoverable Advance :  Any portion of an Advance or Servicing Advance previously made or proposed to be made by the Master Servicer or a Servicer that, in the good faith judgment of the Master Servicer or a Servicer, will not be ultimately recoverable by the Master Servicer or a Servicer from the related Mortgagor, related Liquidation Proceeds or otherwise from proceeds or collections on the related Mortgage Loan.

Notional Amount Certificates :  As set forth in the Preliminary Statement.

Offered Certificates :  As set forth in the Preliminary Statement.

Officer’s Certificate :  A certificate signed by the Chairman of the Board, any Vice Chairman of the Board, the President, an Executive Vice President, Senior Vice President, a Vice President, or other authorized officer, the Treasurer, the Secretary, or one of the Assistant Treasurers or Assistant Secretaries of the Depositor, the Seller, the Master Servicer, the Servicers, the Special Servicer, a Sub-Servicer, the Trustee or the Trust Administrator, as the case may be, and delivered to the Depositor, the Seller, the Master Servicer, the Special Servicer, the Servicers, the Trustee or the Trust Administrator, as required by this Agreement.

Opinion of Counsel :  A written opinion of counsel, who may be counsel for the Depositor, the Master Servicer or a Servicer, reasonably acceptable to the Trustee and the Trust Administrator.  With respect to the definition of Eligible Account in this Article I and Sections 2.05 and 7.04 hereof and any opinion dealing with the qualification of the REMIC or compliance with the REMIC Provisions, such counsel must (i) in fact be independent of the Depositor, the Master Servicer and such Servicer, (ii) not have any direct financial interest in the Depositor, the Master Servicer or such Servicer or in any affiliate of either of them and (iii) not be connected with Depositor, the Master Servicer or such Servicer as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions; provided, that with respect to Wells Fargo Bank, N.A., as a Servicer, such counsel may be in-house counsel for Wells Fargo Bank, N.A., as a Servicer.

Optional Termination :  Any purchase of the Mortgage Loans by a Terminating Entity, pursuant to Section 11.01.

Optional Termination Date :  As defined in Section 11.01(a).

Optional Termination Notice Period :  The period during which notice is to be given to the affected Certificateholders of an Optional Termination pursuant to Section 11.03(d).

 

OTS :  The Office of Thrift Supervision.

Overcollateralization Amount :  For each Distribution Date and any Group, the excess of (i) the aggregate Stated Principal Balance of the Mortgage Loans in that Group (less the applicable Class P Fraction of each Class P Mortgage Loan in such Group) over (ii) the aggregate Class Principal Balance of the Senior Certificates (other than the Class P Certificates) related to that Group.

Overcollateralized Group :  With respect to Group 1, Group 2, Group 3, Group 4 and Group 5, as defined in Section 4.06(b).

Par Value :  As defined in Section 11.01.

Participant :  A broker, dealer, bank, other financial institution or other Person for whom DTC effects book-entry transfers and pledges of securities deposited with DTC.

Pass-Through Entity :  (a) a regulated investment company described in Section 851 of the Code, a real estate investment trust described in Section 856 of the Code, a common trust fund or an organization described in Section 1381(a) of the Code, (b) any partnership, trust or estate or (c) any person holding a Class A Certificate as nominee for another person.

Pass-Through Rate :  For any interest-bearing Class of Certificates, the per annum rate set forth or calculated in the manner described in the Preliminary Statement.  Interest on the Certificates will be computed on the basis of a 360-day year comprised of twelve 30-day months.  

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.

Payoff Earnings :  For any Distribution Date with respect to a WMMSC Serviced Mortgage Loan, on which a Payoff was received by WMMSC during the related Prepayment Period, the aggregate of the interest earned by WMMSC from investment of each such Payoff from the date of receipt of such Payoff until the Business Day immediately preceding the related Distribution Date (net of investment losses).  

Payoff Interest :  For any Distribution Date with respect to each WMMSC Serviced Mortgage Loan for which a Payoff was received on or after the first calendar day of the month of such Distribution Date and before the 15th calendar day of such month, an amount of interest thereon at the applicable Net Mortgage Rate from the first day of such month through the day of receipt thereof; to the extent (together with Payoff Earnings and the portion of the aggregate Servicing Fee described in clause (i)(a) of the definition of Compensating Interest Payment payable to WMMSC) not required to be distributed as a Compensating Interest Payment on such Distribution Date, Payoff Interest shall be payable to WMMSC as additional servicing compensation.

For any Distribution Date with respect to each SPS Serviced Mortgage Loan and Wells Fargo Serviced Mortgage Loan for which a Payoff was received on or after the first calendar day of the month of such Distribution Date and before the 15 ^th calendar day and 14 ^th calendar day, respectively, of such month, an amount of interest thereon at the applicable Net Mortgage Rate from the first day of such month through the day of receipt thereof.

PCAOB : The Public Company Accounting Oversight Board.

Percentage Interest :  As to any Certificate, either the percentage 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.

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

PHH :  PHH Mortgage Corporation, and its successors and assigns.

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

PHH Servicing Agreement:  That certain Reconstituted Servicing Agreement dated as of September 1, 2006 among DLJMC, PHH, the Master Servicer, the Trustee and the Trust Administrator.

Physical Certificates :  As set forth in the Preliminary Statement.

Pledge Instruments :  With respect to each Cooperative Loan, the Stock Power, the Assignment of Proprietary Lease and the Security Agreement.

PO Recoveries :  For each Distribution Date and Loan Group 1, the lesser of (i) the amount required to be paid to the holders of the Class A-P Certificates pursuant to Section 4.01(A)(f)(i) and (ii) the applicable Class P Fraction of the Recovery, if any, on each Class P Mortgage Loan in Loan Group 1.  

Pool : Each of Pool 1 or Pool 2.

Pool 1 : The Mortgage Loans identified on the Mortgage Loan Schedule as being included in Pool 1.

Pool 1 Mortgage Loans : Any Mortgage Loan in Pool 1.

Pool 2 : The Mortgage Loans identified on the Mortgage Loan Schedule as being included in Pool 2.

Pool 2 Mortgage Loans : Any Mortgage Loan in Pool 2.

Pool 2 Net WAC : For each Distribution Date, the weighted average of the Net Mortgage Rates of the Pool 2 Mortgage Loans as of the first day of the calendar month immediately preceding the calendar month of such Distribution Date, weighted on the basis of their Stated Principal Balances as of that date.

Popular Mortgage : Popular Mortgage, Inc., a Puerto Rico corporation that is licensed as a mortgage banking institution and is wholly owner by Banco Popular.

Prepayment Interest Shortfall :  As to any Mortgage Loan, Distribution Date and Principal Prepayment (other than a Payoff on (x) a WMMSC Serviced Mortgage Loan or a SPS Serviced Mortgage Loan received during the period from and including the first day to and including the 14th day or (y) a Wells Fargo Serviced Mortgage Loan or a Wells Fargo Serviced CORE Mortgage Loan received during the period from and including the first day to and including the 13 ^th day, in each case, of the month of such Distribution Date) received during the related Prepayment Period, the difference between (i) one full month’s interest at the applicable Mortgage Rate (giving effect to any applicable Relief Act Reduction, Debt Service Reduction and Deficient Valuation), as reduced by the Servicing Fee Rate, on the outstanding principal balance of such Mortgage Loan immediately prior to such prepayment or, if such Principal Prepayment is a Curtailment, the principal amount of such Curtailment and (ii) the amount of interest actually received with respect to such Mortgage Loan in connection with such Principal Prepayment, net of the Servicing Fee.

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

Prepayment Period :  With respect to each Distribution Date and each Payoff with respect to a WMMSC Serviced Mortgage Loan or a SPS Serviced Mortgage Loan, the related “Prepayment Period” will commence on the 15th day of the month preceding the month in which the related Distribution Date occurs (or, in the case of the first Distribution Date, commencing on the Cut-off Date) and will end on the 14th day of the month in which such Distribution Date occurs.  With respect to each Distribution Date and any Payoff with respect to a Wells Fargo Serviced Mortgage Loan or a Wells Fargo Serviced CORE Mortgage Loan, the related “Prepayment Period” will commence on the 14 ^th day of the month preceding the month in which the related Distribution Date occurs and will end on the 13 ^th day of month in which such Distribution Date occurs.  With respect to each Distribution Date and each Payoff with respect to a Bank of America Serviced Mortgage Loan or Banco Popular Serviced Mortgage Loan and any Curtailment on any Wells Fargo Serviced Mortgage Loans, WMMSC Serviced Mortgage Loan, Wells Fargo Serviced CORE Mortgage Loan, SPS Serviced Mortgage Loan, Banco Popular Serviced Mortgage Loan or Bank of America Serviced Mortgage Loans, the related “Prepayment Period” will commence on the first day of the month preceding the month in which the related Distribution Date occurs and will end on the last day of such month.  With respect to each Distribution Date and each Payoff and Curtailment with respect to any other Mortgage Loan, the related “Prepayment Period” will be as defined in the Designated Servicing Agreement.

Principal Payment Amount :  For any Distribution Date and each Loan Group, the sum of (i) the principal portion of the Scheduled Payments on the Mortgage Loans in such Loan Group due on the related Due Date, (ii) the principal portion of purchase proceeds received with respect to any Mortgage Loan in such Loan Group which was purchased as permitted or required by this Agreement during the prior calendar month (other than the Mortgage Loan Purchase Price received in connection with an Optional Termination of such Loan Group, or the Mortgage Loan Purchase Price received in connection with an Auction Sale of such Loan Group, in each case, pursuant to Section 11.01) and (iii) any other unscheduled payments of principal which were received on the Mortgage Loans in such Loan Group during the prior calendar month, other than Principal Prepayments or Liquidation Principal.

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

Principal Prepayment Amount :  For any Distribution Date and each Loan Group, the sum of (i) all Payoffs or Curtailments in such Loan Group which were received during the related Prepayment Period, (ii) the principal portion of the Mortgage Loan Purchase Price received in connection with an Optional Termination of such Loan Group pursuant to Section 11.01 up to the portion of the Par Value related to that Loan Group, (iii) the principal portion of the Mortgage Loan Auction Price received in connection with an Auction Sale of such Loan Group pursuant to Section 11.01, up to the portion of the Par Value related to that Loan Group and (iv) all Non-PO Recoveries related to that Loan Group received during the calendar month preceding the month of that Distribution Date.

Principal Transfer Amount :  For any Distribution Date and any Undercollateralized Group, the excess, if any, of the aggregate Class Principal Balance of the Class A Certificates related to such Undercollateralized Group over the aggregate Stated Principal Balance of the Mortgage Loans in such Group.

Private Certificates :  As set forth in the Preliminary Statement.

Proprietary Lease :  The lease on a Cooperative Unit evidencing the possessory interest of the owner of the Cooperative Shares in such Cooperative Unit.

Pro Rata Share : As to any Distribution Date and any Class of Group C-B  Certificates, the portion of the Group C-B  Principal Distribution Amount allocable to such Class, equal to the product of the Group C-B  Principal Distribution Amount on such Distribution Date and a fraction, the numerator of which is the related Class Principal Balance of such Class and the denominator of which is the aggregate of the Class Principal Balances of the Group C-B  Certificates.

Prospectus :  The Prospectus, dated August 28, 2006, relating to the offering by the Depositor from time to time of its CSMC Mortgage-Backed Pass-Through Certificates (Issuable in Series) in the form in which it was or will be filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the 1933 Act with respect to the offer and sale of the Offered Certificates.

Prospectus Supplement :  The Prospectus Supplement, dated September 29, 2006, relating to the offering of the Offered Certificates in the form in which it was or will be filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the 1933 Act with respect to the offer and sale of the Offered Certificates.

Purchase Price :  With respect to any Mortgage Loan required to be purchased by the Seller pursuant to Section 2.02 or 2.03 or purchased by an entity pursuant to Section 3.11(f) or purchased at the option of the Special Servicer pursuant to Section 3.11(g), the sum of (i) 100% of the unpaid principal balance of the Mortgage Loan on the date of such purchase, (ii) accrued and unpaid interest on the Mortgage Loan at the applicable Mortgage Rate (reduced by the related Servicing Fee Rate, if the purchaser is also the Servicer thereof) from the date through which interest was last paid by the Mortgagor to the Due Date in the month in which the Purchase Price is to be distributed to Certificateholders, (iii) in the case of a Mortgage Loan purchased by the Seller, the amount of any unreimbursed Servicing Advances made by a Servicer, other than the Seller, with respect to such Mortgage Loan or, in the case of a Mortgage Loan purchased by the Special Servicer, any unreimbursed Servicing Advances payable to any Servicer other than SPS and (iv) any costs and damages (including, without limitation, late fees) actually incurred and paid by or on behalf of the Trust in connection with the fact that such Mortgage Loan at the time it was made failed to comply in all material respects with applicable federal, state or local predatory and abusive lending laws, to the extent such costs and damages result from a breach by the Seller of the representation and warranty set forth in Schedule III(viii).  With respect to any Mortgage Loan required or allowed to be purchased, the related Servicer or the Seller, as applicable, shall deliver to the Trustee and the Trust Administrator an Officer’s Certificate as to the calculation of the Purchase Price.

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 FNMA- or FHLMC-approved mortgage insurer or having a claims paying ability rating of at least “AA” or equivalent rating by a nationally recognized statistical rating organization.  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 :  One or more Mortgage Loans substituted by the Seller for one or more Deleted Mortgage Loans which must, on the date of such substitution, as confirmed in a Request for Release, substantially in the form of Exhibit L, individually or in the aggregate and on a weighted average basis, as applicable, (i) have a Stated Principal Balance, after deduction of the principal portion of the Scheduled Payment due in the month of substitution, 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 Loan-to-Value Ratio no higher than that of the Deleted Mortgage Loan; (iv) have a remaining term to maturity not more than one year greater than or less than that of the Deleted Mortgage Loan; provided that the remaining term to maturity of any such Mortgage Loan shall be no greater than the last maturing Mortgage Loan in the Trust immediately prior to any substitution; (v) not be a Cooperative Loan unless the Deleted Mortgage Loan was a Cooperative Loan and (vi)  comply with each representation and warranty set forth in Section 2.03(b).

Qualified Substitute Mortgage Loan Excess Interest :  For any Qualified Substitute Mortgage Loan and Distribution Date, the product of (x) the Stated Principal Balance, as of the second preceding Due Date after giving effect to scheduled payments for that Due Date, whether or not received, of such Mortgage Loan and (y) the Qualified Substitute Mortgage Loan Excess Interest Rate for such Mortgage Loan and Distribution Date.

Qualified Substitute Mortgage Loan Excess Interest Rate :  For any Qualified Substitute Mortgage Loan and Distribution Date, the excess of the rate at which such Mortgage Loan is accruing interest over the rate at which the related Deleted Mortgage Loan was accruing interest on the date of substitution.

Rating Agency :  S&P or Fitch, or any successor to either of them.

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 any Mortgage Loan, (1) with respect to each Liquidated Mortgage Loan, an amount (not less than zero or more 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 applicable Net Mortgage Rate from the related Due Date as to which interest was last paid or advanced (and not reimbursed) to 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 sum of (a) the Net 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 and (b) the portion of the Liquidation Payment Amount added to the Available Distribution Amount in respect of such Liquidated Mortgage Loan pursuant to Section 4.08; (2) for any Mortgage Loan subject to a Deficient Valuation, the excess of the Stated Principal Balance of that Mortgage Loan over the principal amount as reduced in connection with the proceedings resulting in the Deficient Valuation; or (3) for any Debt Service Reduction Mortgage Loan, the present value of all monthly Debt Service Reductions on the Mortgage Loan, assuming that the mortgagor pays each Scheduled Payment on the applicable Due Date and that no Principal Prepayments are received on the Mortgage Loan, discounted at the applicable Mortgage Rate.

Recognition Agreement :  An Agreement among a Cooperative Corporation, a lender and a Mortgagor with respect to a Cooperative Loan whereby such parties (i) acknowledge that such lender may make, or intends to make, such Cooperative Loan, (ii) make certain agreements with respect to such Cooperative Loan.

Record Date :  With respect to any Distribution Date and the LIBOR Certificates, the Business Day immediately preceding that Distribution Date so long as the Certificates remain Book-Entry Certificates, or otherwise on the close of business on the last Business Day of the month preceding the month in which the applicable Distribution Date occurs, and with respect to any other Class of Certificates, the close of business on the last Business Day of the month preceding the month in which the applicable Distribution Date occurs.

Recovery :  With respect to any Distribution Date and Mortgage Loan that became a Liquidated Mortgage Loan in a month preceding the month prior to that Distribution Date, an amount received in respect of such Liquidated Mortgage Loan during the prior calendar month which has previously been allocated as a Realized Loss to a Class or Classes of Certificates, net of any reimbursable expenses.

Reference Bank Rate :  As to any Accrual Period relating to the LIBOR Certificates 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 time, on the Interest Determination Date prior to the first day of such 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 Trust Administrator after consultation with DLJMC, as of 11:00 A.M., New York City 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 the Reference Bank Rate applicable to the preceding Accrual Period.

Reference Banks :  Three major banks that are engaged in the London interbank market, selected by the Trust Administrator after consultation with DLJMC.

Registration Statement :  That certain registration statement on Form S-3, as amended (Registration No. 333-130884), relating to the offering by the Depositor from time to time of its CSMC Mortgage-Backed Pass-Through Certificates (Issuable in Series) as heretofore declared effective by the Securities and Exchange Commission.

Regular Certificates :  All of the Certificates other than the Residual Certificates.

Regulation AB : Means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100 - 229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Red. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.  

Regulation S :  Regulation S promulgated under the Securities Act or any successor provision thereto, in each case as the same may be amended from time to time; and all references to any rule, section or subsection of, or definition or term contained in, Regulation S means such rule, section, subsection, definition or term, as the case may be, or any successor thereto, in each case as the same may be amended from time to time.

Relevant Servicing Criteria : The Servicing Criteria applicable to the various parties, as set forth on Exhibit Q attached hereto.  For clarification purposes, multiple parties can have responsibility for the same Relevant Servicing Criteria.  With respect to a Servicing Function Participant engaged by the Master Servicer, each Servicer, the Trust Administrator, the Trustee or each Servicer, the term “Relevant Servicing Criteria” may refer to a portion of the Relevant Servicing Criteria applicable to such parties.

Relief Act :  The Servicemembers Civil Relief Act of 1940, as amended, and any similar state or local law.

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 collectible thereon for the most recently ended calendar month as a result of the application of the Relief Act, the amount, if any, by which (i) interest collectible on such Mortgage Loan for the most recently ended calendar month is less than (ii) interest 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.  Reference herein to REMIC refers to the Master REMIC, Middle REMIC 1, Middle REMIC 2 and the Subsidiary REMIC, as the context requires.

REMIC Election :  An election, for federal income tax purposes, to treat certain assets as a REMIC.

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.

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.

Required Coupon :  With respect to Loan Group 1, 4.50% per annum.  With respect to Loan Group 2, 5.50% per annum.  With respect to Loan Group 3, 6.00% per annum.  With respect to Loan Group 4, 6.50% per annum.  With respect to Loan Group 5, the Pool 2 Net WAC.

Required Insurance Policy :  With respect to any Non-Designated Mortgage Loan, any insurance policy that is required to be maintained from time to time under this Agreement in respect of such Mortgage Loan or the related Mortgaged Property.

Reportable Event : As defined in Section 13.04.

Reporting Servicer : As defined in Section 13.03.

Residual Certificates :  The Class AR and Class AR-L Certificates.

Responsible Officer :  When used with respect to the Trustee or the Trust Administrator, shall mean any officer within the corporate trust department of the Trustee or the Trust Administrator, respectively, including any Assistant Vice President, the Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, any Trust Officer or any other officer of the Trustee or the Trust Administrator customarily performing functions similar to those performed by any of the above designated officers and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

Rule 144A :  Rule 144A under the 1933 Act, as in effect from time to time.

S&P :  Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor thereto.

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.

Sarbanes-Oxley Act : The Sarbanes-Oxley Act of 2002 and the rules and regulations of the Commission promulgated thereunder (including any interpretations thereof by the Commission’s staff).

Sarbanes-Oxley Certification : As defined in Section 13.09.

Securities Act : means the Securities Act of 1933, as amended, and the rules and regulations thereunder.

Security Agreement : With respect to a Cooperative Loan, the agreement or mortgage creating a security interest in favor of the originator of the Cooperative Loan in the related Cooperative Shares.

Seller :  DLJMC.

Senior Certificates :  As set forth in the Preliminary Statement.

Senior Liquidation Amount :  For any Distribution Date and in the aggregate for each Loan Group, for each Mortgage Loan in such Loan Group that became a Liquidated Mortgage Loan during the calendar month preceding the month of that Distribution Date, the lesser of (i) the related Senior Percentage of the Stated Principal Balance of that Mortgage Loan (exclusive of the Class P Fraction of that balance, if that Mortgage Loan is a Class P Mortgage Loan) and (ii) the related Senior Prepayment Percentage of the Liquidation Principal with respect to that Mortgage Loan.

Senior Percentage :  For any Distribution Date and each Loan Group, the percentage equivalent of a fraction, the numerator of which is the aggregate Class Principal Balance of the related Senior Certificates (other than the Class P Certificates related to such Loan Group) immediately prior to that Distribution Date and the denominator of which is the aggregate Stated Principal Balance of the Mortgage Loans in such Loan Group (less the applicable Class P Fraction of any Class P Mortgage Loans in such Loan Group) as of the Due Date related to such Distribution Date; provided however, in no event will the Senior Percentage for any Loan Group exceed 100%.

Senior Prepayment Percentage :  The Senior Prepayment Percentage for any Group of Senior Certificates for any Distribution Date occurring during the five years beginning on the first Distribution Date will equal 100%.  The Senior Prepayment Percentage for any Group of Senior Certificates for any Distribution Date occurring on or after the fifth anniversary of the first Distribution Date will be as follows: for any Distribution Date in the first year thereafter, the related Senior Percentage plus 70% of the related Subordinate Percentage for such Distribution Date; for any Distribution Date in the second year thereafter, the related Senior Percentage plus 60% of the related Subordinate Percentage for such Distribution Date; for any Distribution Date in the third year thereafter, the related Senior Percentage plus 40% of the related Subordinate Percentage for such Distribution Date; for any Distribution Date in the fourth year thereafter, the related Senior Percentage plus 20% of the related Subordinate Percentage for such Distribution Date; and for any Distribution Date thereafter, the related Senior Percentage for such Distribution Date (unless on any of the foregoing Distribution Dates the Senior Percentage for any of the Group 1, Group 2, Group 3, Group 4 or Group 5 Certificates exceeds the initial Senior Percentage for such Group, in which case the Senior Prepayment Percentage for each of the Group 1, Group 2, Group 3, Group 4 or Group 5 Certificates will once again equal 100%.

Notwithstanding the foregoing, no decrease to the Senior Prepayment Percentage for either of the Group 1, Group 2, Group 3, Group 4 or Group 5 Certificates will occur on any Distribution Date as to which that decrease applies if (i) the outstanding aggregate principal balance of the Mortgage Loans in the related Loan Group delinquent 60 days or more (including all related REO Property and Mortgage Loans in foreclosure) (averaged over the preceding six month period), as a percentage of the related Group C-B Component Balance as of such Distribution Date is equal to or greater than 50% or (ii) cumulative Realized Losses in the related Loan Group exceed (a) with respect to the Distribution Date on the fifth anniversary of the first Distribution Date, 30% of the related Group C-B  Component Balance as of the Closing Date (the “ Original Group C-B  Component Balance ”), (b) with respect to the Distribution Date on the sixth anniversary of the first Distribution Date, 35% of the related Original Group C-B  Component Balance, (c) with respect to the Distribution Date on the seventh anniversary of the first Distribution Date, 40% of the related Original Group C-B  Component Balance, (d) with respect to the Distribution Date on the eighth anniversary of the first Distribution Date, 45% of the related Original Group C-B  Component Balance and (e) with respect to the Distribution Date on the ninth anniversary of the first Distribution Date, 50% of the related Original Group C-B  Component Balance.  However, any such reduction not permitted on the first Distribution Date as to which such decrease applies, will be permitted on any subsequent Distribution Date on which the foregoing criteria is satisfied.  If the Senior Prepayment Percentage for any of the Group 1, Group 2, Group 3, Group 4 or Group 5 Certificates is not permitted to reduce due to the limitations set forth in this paragraph, then the Senior Prepayment Percentage for the other Groups shall not be reduced on such date.

If on any Distribution Date the allocation to any Group of Senior Certificates of Principal Prepayments in the percentage required would reduce the aggregate Class Principal Balance of such Certificates below zero, the related Senior Prepayment Percentage for such Distribution Date shall be limited to the percentage necessary to reduce the aggregate Class Principal Balance of such Certificates to zero.

Senior Principal Distribution Amount :  As to any Distribution Date and each Loan Group, the excess of (A) the sum of (i) the related Senior Percentage of the Principal Payment Amount for such Loan Group (exclusive of the portion attributable to the related Class P Principal Distribution Amount), (ii) the related Senior Prepayment Percentage of the Principal Prepayment Amount for such Loan Group (exclusive of the portion attributable to the related Class P Principal Distribution Amount) and (iii) the Senior Liquidation Amount for such Loan Group over (B) the related Senior Prepayment Percentage of the Capitalization Reimbursement Amount for that Loan Group (exclusive of the portion attributable to the reduction of the related Class P Principal Distribution Amount, if any).

Servicers :  SPS, Wells Fargo, Bank of America, Banco Popular and WMMSC, and any successor in interest thereto or any successor servicer appointed as provided herein.

Servicer Employee :  As defined in Section 3.18.

Service(s)(ing) : In accordance with Regulation AB, the act of servicing and administering the Mortgage Loans or any other assets of the Trust by an entity that meets the definition of “servicer’ set forth in Item 1101 of Regulation AB and is subject to the disclosure requirements set forth in 1108 of Regulation AB.  For clarification purposes, any uncapitalized occurrence of this term shall have the meaning commonly understood by participants in the residential mortgage-backed securitization market.

Servicer Mortgage File :  All documents pertaining to a Mortgage Loan not required to be included in the Trustee Mortgage File and held by the Master Servicer or the related Servicer or any Sub-Servicer.

Servicing Advance : With respect to the Non-Designated Mortgage Loans, all customary, reasonable and necessary “out of pocket” costs and expenses incurred in the performance by a Servicer of its servicing obligations related to such Mortgage Loans, including, but not limited to, the cost (including reasonable attorneys’ fees and disbursements) of (i) the preservation, restoration and protection of a Mortgaged Property, (ii) compliance with the obligations under Section 3.11 and any enforcement or judicial proceedings, including foreclosures, (iii) the management and liquidation of any REO Property (including default management and similar services, appraisal services and real estate broker services), (iv) any expenses incurred by a Servicer in connection with obtaining an environmental inspection or review pursuant to the second paragraph of Section 3.11(a), (v) compliance with the obligations under Section 3.09, (vi) locating any documents missing from the Trustee’s Mortgage File and (vii) obtaining broker price opinions.

With respect to the Designated Mortgage Loans, Servicing Advance shall have the meaning assigned to such term in the related Designated Servicing Agreement.

Servicing Criteria :  The “servicing criteria” set forth in Item 1122(d) of Regulation AB, as such may be amended from time to time.

Servicing Fee :  As to each Mortgage Loan and any Distribution Date, an amount equal to one month’s interest at the Servicing 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), subject to reduction as provided in Section 3.14.

Servicing Fee Rate :  The per annum rate set forth on the Mortgage Loan Schedule.

Servicing Function Participant : Any Sub-Servicer, Subcontractor or any other Person, other than each Servicer, the Master Servicer, the Trustee and the Trust Administrator, that is performing activities addressed by the Servicing Criteria, unless such Person’s activities relate only to 5% or less of the Mortgage Loans (measured as the weighted average of the monthly percentages of the aggregate Stated Principal Balance of the Mortgage Loans serviced by such participant during the commencement of the calendar year prior to the year in which an Assessment of Compliance is required to be delivered, multiplied by a fraction, the numerator of which is the number of months in such year during which such Servicing Function Participant Services the related Mortgage Loans and the denominator of which is 12, or, in the case of the year in which the Closing Date occurs, the number of months elapsed from the Cut-Off Date to the end of such calendar year).  For clarification purposes, each of the Custodians are Servicing Function Participants.

Servicing Officer :  Any officer of the Master Servicer or a Servicer involved in, or responsible for, the administration and servicing of the related Mortgage Loans whose name and specimen signature appear on a list of servicing officers furnished to the Trustee and the Trust Administrator by the Master Servicer or by a Servicer on the Closing Date pursuant to this Agreement, as such list may from time to time be amended and delivered to the Trustee and Trust Administrator.

Special Event of Default :  An Event of Default under Section 8.01(b) which arises solely from the cumulative effect of a breach or breaches by WMMSC of its agreements as set forth in clauses (i)(x) through (z), inclusive, of the first paragraph of Section 2.07(g).

Special Hazard Loss :  A Realized Loss (or portion thereof) with respect to a Mortgage Loan arising from any direct physical loss or damage to a Mortgaged Property (including any Realized Loss due to the presence or suspected presence of hazardous wastes or substances on mortgaged property) which is not covered by a standard hazard maintenance policy with extended coverage or by a flood insurance policy, if applicable (or which would not have been covered by such a policy had such a policy been maintained), which is caused by or results from any cause except: (i) wear and tear, deterioration, rust or corrosion, mold, wet or dry rot, inherent vice or latent defect, animals, birds, vermin, insects; (ii) settling, subsidence, cracking, shrinkage, bulging or expansion of pavements, foundations, walls, floors, roofs or ceilings; (iii) errors in design, faulty workmanship or faulty materials, unless the collapse of the property or part thereof ensues and then only for the ensuing loss; (iv) nuclear or chemical reaction or nuclear radiation or radioactive or chemical contamination, all whether controlled or uncontrolled, and whether such loss be direct or indirect, proximate or remote; (v) hostile or warlike action in time of peace or war, including action in hindering, combating or defending against an actual, impending or expected attack (a) by any government of sovereign power, de jure or de facto, or by any authority maintaining or using military, naval or air forces, (b) by military, naval or air forces, or (c) by an agent of any such government, power, authority or forces; (vi) any weapon of war employing atomic fission or radioactive force whether in time of peace or war; or (vii) insurrection, rebellion, revolution, civil war, usurped power or action taken by governmental authority in hindering, combating or defending against such occurrence, seizure or destruction under quarantine or customs regulations, confiscation by order of any government or public authority, or risks of contraband or illegal transportation or trade.

Special Hazard Loss Coverage Amount :  With respect to the Group C-B  Certificates and as of the Closing Date, $5,580,502, subject to reduction from time to time, to be an amount equal on any Distribution Date to the lesser of (a) the greatest of (i) 1% of the aggregate of the principal balances of the Group 1, Group 2, Group 3, Group 4 and Group 5 Mortgage Loans, (ii) twice the principal balance of the largest Group 1, Group 2, Group 3, Group 4 and Group 5 Mortgage Loan and (iii) the aggregate principal balances of the Group 1, Group 2, Group 3, Group 4 and Group 5 Mortgage Loans secured by Mortgaged Properties located in the single California postal zip code area having the highest aggregate principal balance of any such zip code area and (b) the related Special Hazard Loss Coverage Amount as of the Closing Date less the amount, if any, of losses allocated to the Group C-B Certificates attributable to Special Hazard Mortgage Loans incurred since the Closing Date.  All principal balances for the purpose of this definition will be calculated as of the first day of the month preceding such Distribution Date after giving effect to scheduled installments of principal and interest on the Mortgage Loans then due, whether or not paid.

Special Hazard Loss Coverage Termination Date :  The date on which the applicable Special Hazard Loss Coverage Amount is reduced to zero.

Special Payoff Mortgage Loan :  With respect to any Distribution Date, any Mortgage Loan (i) that was subject to a Payoff in the month preceding the month of such Distribution Date and (ii) the principal of which was distributed on the Distribution Date immediately preceding such Distribution Date.

Special Servicer :  Select Portfolio Servicing, Inc., and its successors and permitted assigns.

Special Serviced Mortgage Loan :  The Mortgage Loans for which the Special Servicer acts as servicer pursuant to Section 3.19.

SPS :  Select Portfolio Servicing, Inc., a Utah corporation, and its successors and assigns.

SPS Mortgage Loans :  Any SPS Serviced Mortgage Loans for which SPS has not entered into a subservicing arrangement for such Mortgage Loan pursuant to Section 3.02 hereof.

SPS Serviced Mortgage Loans :  The Mortgage Loans identified as such on the Mortgage Loan Schedule, for which SPS is the applicable Servicer, and if SPS is the Special Servicer, any Special Serviced Mortgage Loans.

Standard Hazard Policy :  Each standard hazard insurance policy or replacement therefor referred to in Section 3.09.

Startup Day :  The Closing Date.

Stated Principal Balance :  As to any Mortgage Loan and date of determination, the principal balance of such Mortgage Loan as of the Cut-off Date, after application of the principal portion of all Scheduled Payments due on or before the Cut-off Date, whether or not received, plus any Capitalization Reimbursement Amounts for such Mortgage Loan, if any, minus the sum of (i) all amounts allocable to principal that have been distributed to Certificateholders with respect to such Mortgage Loan on or before that date of determination and (ii) any Realized Losses on such Mortgage Loan that have been allocated to one or more Classes of Certificates on or before that date of determination.

Stepdown Percentage :  For any Distribution Date, the percentage indicated below:

Streamlined Mortgage Loan :  A Mortgage Loan originated in connection with the refinance of a mortgage loan pursuant to the Seller’s streamlined documentation program then in effect.

Stock Power :  With respect to a Cooperative Loan, an assignment of the stock certificate or an assignment of the Cooperative Shares issued by the Cooperative Corporation.

Subcontractor : Any vendor, subcontractor or other Person that (i) is a Servicing Function Participant and (ii) is not responsible for the overall servicing of Mortgage Loans but performs one or more discrete functions identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of any Servicer (or a Sub-Servicer of any Servicer), the Master Servicer or the Trust Administrator.

Subordinate Certificates :  As set forth in the Preliminary Statement.

Subordinate Liquidation Amount :  For any Distribution Date and each Loan Group, the excess, if any, of the aggregate Liquidation Principal of Mortgage Loans related to that Loan Group which became Liquidated Mortgage Loans during the prior calendar month over the related Senior Liquidation Amount for that Distribution Date.

Subordinate Percentage :  As to any Distribution Date and each Loan Group, the excess of 100% over the related Senior Percentage for that Distribution Date.

Subordinate Prepayment Percentage :  As to any Distribution Date and each Loan Group, 100% minus the related Senior Prepayment Percentage for such Distribution Date; provided, however, that if the aggregate Class Principal Balance of the related Senior Certificates (other than the Class P Certificates related to such Loan Group) has been reduced to zero, then the Subordinate Prepayment Percentage for that Loan Group will equal 100%.

Subordination Level :  On any Distribution Date for any Class of Group C-B  Certificates, the percentage obtained by dividing the sum of the aggregate Class Principal Balances of all Classes of Group C-B  Certificates which are subordinate in right of payment to that Class by the aggregate Class Principal Balances of all Classes of Group 1, Group 2, Group 3, Group 4, Group 5, Group C-B  and Class A-P Certificates, in each case as of the last day of the preceding calendar month.

Subservicing Agreement :  An agreement between a Servicer and a Sub-Servicer for the servicing of the related Mortgage Loans.

Subsidiary REMIC :  As described in the Preliminary Statement.

Subsidiary REMIC Regular Interest :  Any one of the “regular interests” in the Subsidiary REMIC as described in the Preliminary Statement.

Substitution Adjustment Amount :  As defined in Section 2.03.

Sub-Servicer : Any Person that (i) is a Servicing Function Participant, (ii) services Mortgage Loans on behalf of any Servicer, and (iii) is responsible for the performance (whether directly or through sub-servicers or Subcontractors) of Servicing functions required to be performed under this Agreement, any related Designated Servicing Agreement or any sub-servicing agreement that are identified in Item 1122(d) of Regulation AB.

Sub-Servicing Agreement :  Any servicing agreement between a Servicer and a Sub-Servicer pursuant to which such Servicer delegates any of its servicing responsibilities with respect to any of the Non-Designated Mortgage Loans.

SunTrust :  SunTrust Mortgage, Inc., a Delaware Corporation, and its successors and assigns.

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

SunTrust Servicing Agreement:  That certain Reconstituted Servicing Agreement dated as of September 1, 2006 among DLJMC, SunTrust, the Master Servicer, the Trustee and the Trust Administrator.

Tax Matters Person :  The person designated as “tax matters person” in the manner provided under Treasury regulation § 1.860F-4(d) and temporary Treasury regulation § 301.6231(a)(7)-1T.  Initially, the Tax Matters Person shall be the Trust Administrator.

Terminating Entity :  As determined by the Trust Administrator pursuant to Section 11.02(b).

Transferee Affidavit and Agreement :  As defined in Section 6.02(g)(i)(B).

Trust Administrator :  Wells Fargo Bank, N.A. a national banking association, not in its individual capacity, but solely in its capacity as trust administrator for the benefit of the Certificateholders under this Agreement, and any successor thereto, as provided herein.

Trust Administrator Fee :  As to any Distribution Date, an amount equal to one month’s interest at the Trust Administrator Fee Rate on the aggregate Stated Principal Balance of the Mortgage Loans calculated as of the first day of the related Collection Period.

Trust Administrator Fee Rate :  As to each Mortgage Loan, a per annum rate equal to 0.01%.

Trust Agreement :  The Trust Agreement dated as of September 1, 2006, entered into by and among the Depositor, the Trustee and the Trust Administrator for the issuance of the Exchangeable Certificates.

Trust Fund :  The corpus of the trust created by this Agreement consisting of (a) the Mortgage Loans listed in the Mortgage Loan Schedule, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date, but not including payments of principal and interest due and payable on the Mortgage Loans on or before the Cut-off Date, together with the Mortgage Files relating to the Mortgage Loans, (b) REO Property, (c) the Collection Account, the Certificate Account and all amounts deposited therein pursuant to the applicable provisions of this Agreement, (d) any insurance policies with respect to the Mortgage Loans, (e) the Depositor’s rights under the Assignment and Assumption Agreement and (f) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid property.  

Trust Receipt and Final Certification :  As defined in Section 2.02(a).

Trust Receipt and Initial Certification :  As defined in Section 2.02(a).

Trustee :  U.S. Bank National Association, a national banking association, not in its individual capacity, but solely in its capacity as trustee for the benefit of the Certificateholders under this Agreement, and any successor thereto, as provided herein.

Trustee Mortgage File :  The mortgage documents listed in Section 2.01 hereof pertaining to a particular Mortgage Loan and any additional documents required to be added to the Trustee Mortgage File pursuant to this Agreement.

Uncertificated REMIC Interests : The Exchangeable REMIC Certificates.

Undercollateralized Group :  With respect to Group 1, Group 2, Group 3, Group 4 or Group 5, as defined in Section 4.06(b).

Underwriter : Credit Suisse Securities (USA) LLC.

Underwriting Agreement : The Underwriting Agreement, dated September 29, 2006, among the Seller, the Depositor and the Underwriter.

Underwriter’s Exemption :  Prohibited Transaction Exemption 2002-41, 67 Fed. Reg. 54487 (2002), as amended (or any successor thereto), or any substantially similar administrative exemption granted by the U.S. Department of Labor.

U.S. Bank :  U.S. Bank National Association.

U.S. Person :  A citizen or resident of the United States, a corporation, partnership or other entity treated as a corporation or partnership for federal income tax purposes created or organized in, or under the laws of, the United States, any State thereof or the District of Columbia, or an estate or trust whose income from sources without the United States is includible in gross income for United States federal income tax purposes regardless of its connection with the conduct of a trade or business within the United States, and any trust that elects to be treated as a United States Person that is eligible to make such election under Code Section 7701(a)(30).

Voting Rights :  The portion of the voting rights of all the Certificates that is allocated to any Certificate for purposes of the voting provisions of this Agreement.  At all times during the term of this Agreement, 88% of all Voting Rights shall be allocated among the Holders of the Certificates, except for the Class 3-A-2, Class 3-A-3, Class 3-A-5, Class 3-A-6, Class 3-A-8, Class 3-A-9 , Class 3-A-11, Class 3-A-12, Class 3-A-14, Class 3-A-15, Class 3-A-17, Class 3-A-18, Class PP, Class AR and Class AR-L Certificates.  The portion of such 88% Voting Rights allocated to each of the Certificates, except for the Class 3-A-2, Class 3-A-3, Class 3-A-5, Class 3-A-6, Class 3-A-8, Class 3-A-9 , Class 3-A-11, Class 3-A-12, Class 3-A-14, Class 3-A-15, Class 3-A-17, Class 3-A-18, Class PP, Class AR and Class AR-L Certificates, shall be based on the fraction, expressed as a percentage, the numerator of which is the aggregate Class Principal Balance then outstanding and the denominator of which is the Class Principal Balance of all such Classes then outstanding.  The Class 3-A-2, Class 3-A-3, Class 3-A-5, Class 3-A-6, Class 3-A-8, Class 3-A-9 , Class 3-A-11, Class 3-A-12, Class 3-A-14, Class 3-A-15, Class 3-A-17, Class 3-A-18 Certificates shall each be allocated 1% of the Voting Rights.  Voting Rights shall be allocated among the Certificates within each such Class in proportion to their respective Percentage Interests.  The Class PP, Class AR and Class AR-L Certificates shall have no Voting Rights.

Wachovia :  Wachovia Mortgage Corporation, a North Carolina corporation, and its successors and assigns.

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

Wachovia Servicing Agreement:  That certain Reconstituted Servicing Agreement dated as of September 1, 2006 among DLJMC, Wachovia, the Master Servicer, the Trustee and the Trust Administrator.

Wells Fargo :  Wells Fargo Bank, N.A., a national banking association, and its successors and assigns.

Wells Fargo REO Disposition :  The final sale by Wells Fargo, as a Servicer, of any REO Property.

Wells Fargo REO Disposition Fee :  With respect to each Wells Fargo REO Disposition, the greater of (i) $1,200 or (ii) one percent (1%) of the final sales price of such Wells Fargo REO Disposition shall be paid to the Servicer in the form of a REO management fee; provided that the real estate broker commission with respect to the liquidation of the REO Property is equal to or less than 5% except in such cases where the property value is less than $100,000 or the property is located in a rural area and market conditions require the Servicer to pay a real estate broker commission greater than 5% or prior written consent has been obtained from the Depositor or its authorized representative.

Wells Fargo Serviced CORE Mortgage Loans :  The Mortgage Loans identified as such on the Mortgage Loan Schedule, for which Wells Fargo is the applicable Servicer and the owner of the related servicing rights.

Wells Fargo Serviced Mortgage Loans :  The Mortgage Loans identified as such on the Mortgage Loan Schedule, for which Wells Fargo is the applicable Servicer.

WMMSC :  Washington Mutual Mortgage Securities Corp., a Delaware corporation, and its successors and assigns.

WMMSC Serviced Mortgage Loans :  The Mortgage Loans identified as such on the Mortgage Loan Schedule, for which WMMSC is the applicable Servicer.

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES

SECTION 2.01

Conveyance of Trust Fund.

(a)

The Depositor hereby sells, transfers, assigns, delivers, sets over and otherwise conveys to the Trustee in trust for the benefit of the Certificateholders, without recourse, the Depositor’s right, title and interest in and to (a) the Mortgage Loans listed in the Mortgage Loan Schedule, including all interest and principal received or receivable by the Depositor on or with respect to the Mortgage Loans after the Cut-off Date and any Assigned Prepayment Premiums, but not including payments of principal and interest due and payable on the Mortgage Loans on or before the Cut-off Date, together with the Mortgage Files relating to the Mortgage Loans, (b) REO Property related to the Mortgage Loans, (c) the Collection Account and the Certificate Account and all amounts deposited therein pursuant to the applicable provisions of this Agreement, (d) any insurance policies with respect to the Mortgage Loans, (e) the Depositor’s rights under the Assignment and Assumption Agreement and (f) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid property.

It is agreed and understood by the Depositor, the Seller, the Servicers, the Special Servicer, the Master Servicer, the Trust Administrator and the Trustee that it is not intended that any Mortgage Loan be included in the Trust Fund that is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act, effective as of November 27, 2003, or The Home Loan Protection Act of New Mexico, effective as of January 1, 2004, or that is a “High Cost Home Mortgage Loan” as defined in the Massachusetts Predatory Home Loan Practices Act, effective as of November 7, 2004, or that is an “Indiana High Cost Home Mortgage Loan” as defined in the Indiana High Cost Home Loan Act, effective as of January 1, 2005.

(b)

In connection with the transfer and assignment set forth in clause (a) above, the Depositor has delivered or caused to be delivered to the Custodians for the benefit of the Certificateholders, the documents and instruments with respect to each Mortgage Loan as assigned:

(i)

(A) the original Mortgage Note bearing all intervening endorsements and including any riders to the Mortgage Note, endorsed “Pay to the order of ________________, without recourse” and signed in the name of the last named endorsee by an authorized officer or (B) with respect to any Lost Mortgage Note, a lost note affidavit and indemnity from the Seller stating that the original Mortgage Note was lost or destroyed, (together with a copy of such Mortgage Note, if available) and indemnifying the Trust Fund against any loss, cost or liability resulting from the failure to deliver the original Mortgage Note;

(ii)

the original of any guarantee executed in connection with the Mortgage Note (if any);

(iii)

for each Mortgage Loan that is not a MERS Mortgage Loan, the original Mortgage, with evidence of recording thereon, or copies certified by the related recording office or if the original Mortgage has not yet been returned from the recording office, a copy certified by or on behalf of the Seller indicating that such Mortgage has been delivered for recording (the return directions for the original Mortgage should indicate, when recorded, mail to the Seller) and in the case of each MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN of the related Mortgage Loan and either language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan or if the Mortgage Loan was not a MOM Loan at origination, the original Mortgage and the assignment thereof to MERS, with evidence of recording indicated thereon or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded;

(iv)

the originals of all assumption, modification, consolidation or extension agreements, (or, if an original of any of these documents has not been returned from the recording office, a copy thereof certified by or on behalf of the Seller, the original to be delivered to the Seller forthwith after return from such recording office) with evidence of recording thereon, if any;

(v)

for each Mortgage Loan that is not a MERS Mortgage Loan, the original Assignment of Mortgage as appropriate, in recordable form, for each Mortgage Loan from the last assignee assigned in blank;

(vi)

for each Mortgage Loan that was not a MERS Mortgage Loan at its origination, the originals of any intervening recorded Assignments of Mortgage, showing a complete chain of assignment from origination to the last assignee, including warehousing assignments, with evidence of recording thereon (or, if an original intervening Assignment of Mortgage has not been returned from the recording office, a copy thereof certified by or on behalf of the Seller, the original to be delivered to the Custodians forthwith after return from such recording office);

(vii)

the original mortgage title insurance policy, or copy of title commitment (or in appropriate jurisdictions, attorney’s opinion of title and abstract of title); and

(viii)

with respect to a Cooperative Loan, if any, the originals of the following documents or instruments:

(A)

the Cooperative Shares, together with the Stock Power in blank;

(B)

the executed Security Agreement;

(C)

the executed Proprietary Lease and the Assignment of Proprietary Lease to the originator of the Cooperative Loan;

(D)

the executed Recognition Agreement;

(E)

Copies of the original UCC financing statement, and any continuation statements, filed by the originator of such Cooperative Loan as secured party, each with evidence of recording thereof, evidencing the interest of the originator under the Security Agreement and the Assignment of Proprietary Lease;

(F)

Copies of the filed UCC assignments or amendments of the security interest referenced in clause (E) above showing an unbroken chain of title from the originator to the Trust, each with evidence of recording thereof, evidencing the interest of the assignee under the Security Agreement and the Assignment of Proprietary Lease;

(G)

An executed assignment of the interest of the originator in the Security Agreement, the Assignment of Proprietary Lease and the Recognition Agreement, showing an unbroken chain of title from the originator to the Trust; and

(H)