POOLING AND SERVICING AGREEMENT

 

 

 

 

CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,

Depositor,

 

DLJ MORTGAGE CAPITAL, INC.,

a Seller,

 

WELLS FARGO BANK N.A.,

a Servicer, Master Servicer and Trust Administrator,

 

GREENPOINT MORTGAGE FUNDING, INC.,

a Servicer and a Seller,

 

SELECT PORTFOLIO SERVICING, INC.,

a Servicer, Special Servicer, and Modification Oversight Agent

 

and

 

U.S. BANK NATIONAL ASSOCIATION,

Trustee

POOLING AND SERVICING AGREEMENT

Dated as of February 1, 2007

relating to

CSMC MORTGAGE-BACKED PASS-THROUGH CERTIFICATES, SERIES 2007-2

 

TABLE OF CONTENTS

 

ARTICLE I DEFINITIONS

13

ARTICLE II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND

 WARRANTIES

65

 

SECTION 2.01

Conveyance of Trust Fund.

65

SECTION 2.02

Acceptance by the Trustee.

70

SECTION 2.03

Representations and Warranties of the Sellers, Master Servicer, the

Modification Oversight Agent and Servicers.

72

SECTION 2.04

Representations and Warranties of the Depositor as to the Mortgage

Loans.

74

SECTION 2.05

Delivery of Opinion of Counsel in Connection with Substitutions.

74

SECTION 2.06

Issuance of Certificates.

75

SECTION 2.07

REMIC Provisions.

75

SECTION 2.08

Covenants of the Master Servicer and each Servicer.

81

ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

83

SECTION 3.01

Master Servicing and Servicing of Mortgage Loans.

83

SECTION 3.02

Subservicing; Enforcement of the Obligations of Sub-Servicers.

85

SECTION 3.03

Master Servicing by Master Servicer of SPS Serviced Mortgage

Loans, GreenPoint Serviced Mortgage Loans and Wells Fargo

Serviced Mortgage Loans

87

SECTION 3.04

Trustee to Act as Master Servicer or Servicer.

88

SECTION 3.05

Collection of Mortgage Loans; Collection Accounts; Certificate

Account.

88

SECTION 3.06

Establishment of and Deposits to Escrow Accounts; Permitted

Withdrawals from Escrow Accounts; Payments of Taxes, Insurance

and Other Charges.

93

SECTION 3.07

Access to Certain Documentation and Information Regarding the Non-

Designated Mortgage Loans; Inspections.

94

SECTION 3.08

Permitted Withdrawals from the Collection Accounts and Certificate

Account.

95

SECTION 3.09

Maintenance of Hazard Insurance; Mortgage Impairment Insurance

and Mortgage Guaranty Insurance Policy; Claims; Restoration of Mortgaged Property.

97

SECTION 3.10

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

100

SECTION 3.11

Realization Upon Defaulted Mortgage Loans; Repurchase of Certain

Mortgage Loans.

102

SECTION 3.12

Trustee and Trust Administrator to Cooperate; Release of Mortgage

Files.

106

SECTION 3.13

Documents, Records and Funds in Possession a Servicer to be Held

for the Trust.

107

SECTION 3.14

Servicing Compensation and Master Servicing Compensation.

107

SECTION 3.15

Access to Certain Documentation.

108

SECTION 3.16

[Reserved].

109

SECTION 3.17

[Reserved].

109

SECTION 3.18

Maintenance of Fidelity Bond and Errors and Omissions Insurance.

109

SECTION 3.19

Special Serviced Mortgage Loans.

109

SECTION 3.20

Designated Mortgage Loans.

110

SECTION 3.21

Indemnification of Servicers and Master Servicer

111

SECTION 3.22

Prepayment Premiums

111

ARTICLE IV PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS

113

SECTION 4.01

Priorities of Distribution.

113

SECTION 4.02

Allocation of Losses.

123

SECTION 4.03

Recoveries.

124

SECTION 4.04

Monthly Statements to Certificateholders.

125

SECTION 4.05

Servicers and Master Servicer to Cooperate.

126

SECTION 4.06

Cross-Collateralization; Adjustment to Available Funds

127

SECTION 4.07

Deposit of Uncertificated REMIC Interests.

128

SECTION 4.08

[Reserved]

128

SECTION 4.09

Class 1-A-1 Yield Maintenance Agreement

128

SECTION 4.10

Class 3-A-1 Yield Maintenance Agreement

130

ARTICLE V ADVANCES BY THE MASTER SERVICER AND SERVICERS

132

SECTION 5.01

Advances by the Master Servicer and Servicers.

132

ARTICLE VI THE CERTIFICATES

134

SECTION 6.01

The Certificates.

134

SECTION 6.02

Registration of Transfer and Exchange of Certificates.

135

SECTION 6.03

Mutilated, Destroyed, Lost or Stolen Certificates.

142

SECTION 6.04

Persons Deemed Owners.

142

SECTION 6.05

Access to List of Certificateholders’ Names and Addresses.

143

SECTION 6.06

Maintenance of Office or Agency.

143

SECTION 6.07

Book-Entry Certificates.

143

SECTION 6.08

Notices to Clearing Agency.

144

SECTION 6.09

Definitive Certificates.

144

 

ARTICLE VII THE DEPOSITOR, THE SELLERS, THE MASTER SERVICER, THE

MODIFICATION OVERSIGHT AGENT, THE SERVICERS AND THE SPECIAL

SERVICER

146

 

SECTION 7.01

Liabilities of the Sellers, the Depositor, the Master Servicer, the

Servicers, the Modification Oversight Agent and the Special

Servicer.

146

SECTION 7.02

Merger or Consolidation of the Sellers, the Depositor, the Master

Servicer, the Modification Oversight Agent, the Servicers or the

Special Servicer.

146

SECTION 7.03

Limitation on Liability of the Sellers, the Depositor, the Master

Servicer, the Modification Oversight Agent, the Servicers, the Special Servicer and

Others.

147

SECTION 7.04

Master Servicer, the Modification Oversight Agent, and Servicer Not

to Resign; Transfer of Servicing.

148

SECTION 7.05

Master Servicer, Sellers, Special Servicer and Servicers May Own

Certificates.

149

ARTICLE VIII DEFAULT

150

SECTION 8.01

Events of Default.

150

SECTION 8.02

Master Servicer or Trust Administrator to Act; Appointment of

Successor.

153

SECTION 8.03

Notification to Certificateholders.

155

SECTION 8.04

Waiver of Events of Default.

155

ARTICLE IX CONCERNING THE TRUSTEE

156

SECTION 9.01

Duties of Trustee.

156

SECTION 9.02

Certain Matters Affecting the Trustee.

158

SECTION 9.03

Trustee Not Liable for Certificates or Mortgage Loans.

159

SECTION 9.04

Trustee May Own Certificates.

159

SECTION 9.05

Trustee’s Fees and Expenses.

160

SECTION 9.06

Eligibility Requirements for Trustee.

160

SECTION 9.07

Resignation and Removal of Trustee.

161

SECTION 9.08

Successor Trustee.

161

SECTION 9.09

Merger or Consolidation of Trustee.

162

SECTION 9.10

Appointment of Co-Trustee or Separate Trustee.

162

SECTION 9.11

Office of the Trustee.

163

ARTICLE X CONCERNING THE TRUST ADMINISTRATOR

164

SECTION 10.01

Duties of Trust Administrator.

164

SECTION 10.02

Certain Matters Affecting the Trust Administrator.

166

SECTION 10.03

Trust Administrator Not Liable for Certificates or Mortgage Loans.

167

SECTION 10.04

Trust Administrator May Own Certificates.

168

SECTION 10.05

Trust Administrator’s Fees and Expenses.

168

SECTION 10.06

Eligibility Requirements for Trust Administrator.

169

SECTION 10.07

Resignation and Removal of Trust Administrator.

169

SECTION 10.08

Successor Trust Administrator.

170

SECTION 10.09

Merger or Consolidation of Trust Administrator.

171

SECTION 10.10

Appointment of Co-Trust Administrator or Separate Trust

Administrator.

171

SECTION 10.11

Office of the Trust Administrator.

172

SECTION 10.12

Tax Return.

173

SECTION 10.13

[Reserved].

173

SECTION 10.14

Determination of Certificate Index.

173

ARTICLE XI TERMINATION

174

SECTION 11.01

Termination upon Liquidation or Purchase of all Mortgage Loans.

174

SECTION 11.02

Determination of the Terminating Entity

175

SECTION 11.03

Procedure Upon Optional Termination or Auction Sale.

176

SECTION 11.04

Additional Termination Requirements.

177

ARTICLE XII MISCELLANEOUS PROVISIONS

179

SECTION 12.01

Amendment.

179

SECTION 12.02

Recordation of Agreement; Counterparts.

181

SECTION 12.03

Governing Law.

182

SECTION 12.04

Intention of Parties.

182

SECTION 12.05

Notices.

183

SECTION 12.06

Severability of Provisions.

184

SECTION 12.07

Limitation on Rights of Certificateholders.

184

SECTION 12.08

Certificates Nonassessable and Fully Paid.

185

SECTION 12.09

Protection of Assets.

185

SECTION 12.10

Non-Solicitation.

185

SECTION 12.11

Rights of the Yield Maintenance Agreement Counterparty.

186

ARTICLE XIII EXCHANGE ACT REPORTING

187

SECTION 13.01

Commission Reporting.

187

SECTION 13.02

Form 10-D Reporting

187

SECTION 13.03

Form 10-K Reporting

188

SECTION 13.04

Form 8-K Reporting

190

SECTION 13.05

Delisting; Amendment; Late Filing of Reports

191

SECTION 13.06

Annual Statements of Compliance

191

SECTION 13.07

Annual Assessments of Compliance

192

SECTION 13.08

Accountant’s Attestation

194

SECTION 13.09

Sarbanes-Oxley Certification

195

SECTION 13.10

Indemnification

195

 

EXHIBITS

 

Exhibit A:

Form of Class A Certificate

A-1

Exhibit B:

Form of Class 1-B and Class C-B Certificates

B-1

Exhibit C:

Form of Class AR and Class AR-L Certificates

C-1

Exhibit D:

Form of Class A-X Certificate

D-1

Exhibit E:

Form of Class A-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:  

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

Exhibit X

Form of Yield Maintenance Agreement

X-1

Exhibit Y:

Form of Certification Regarding Substitution of Defective Mortgage Loans

Y-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 SPS

IIC-1

Schedule IID:

Representations and Warranties of Wells Fargo

IID-1

Schedule IIE:

Representations and Warranties of GreenPoint

IIE-1

Schedule IIIA:

Representations and Warranties of DLJMC as to the DLJMC Mortgage Loans

IIIA-1

Schedule IIIB:

Representations and Warranties of GreenPoint as to the GreenPoint Mortgage Loans  IIIB-1

Schedule IV:

Yield Maintenance Notional Amounts for Class 1-A-1 Certificates

IV-1

Schedule V:

Yield Maintenance Notional Amounts for Class 3-A-1 Certificates

V-1

Schedule VI:

Aggregate PAC Schedule for Class 1-A-8 and Class 1-A-10 Certificates

VI-1

Schedule VII:

TAC Schedule for Class 1-A-1 Certificates

VII-1

Schedule VIII:

Aggregate PAC Schedule for Class 3-A-6 and Class 3-A-8 Certificates

VIII-1

Schedule IX:

TAC Schedule for Class 3-A-1 Certificates

IX-1

 

 

THIS POOLING AND SERVICING AGREEMENT, dated as of February 1, 2007, 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 a 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”), GREENPOINT MORTGAGE FUNDING, INC. (“GreenPoint”), a New York corporation, in its capacity as a seller (a “Seller”) and in its capacity as a servicer (a “Servicer”), SELECT PORTFOLIO SERVICING, INC. (“SPS”), a Utah corporation, in its capacity as a servicer (a “Servicer”), in its capacity as a special servicer (the “Special Servicer”) and in its capacity as Modification Oversight Agent (the “Modification Oversight Agent”), 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 Supplemental Interest Trust, the Yield Maintenance Accounts and the Yield Maintenance Agreements) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “Subsidiary REMIC 1,” “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 related Yield Maintenance Account in the case of the Class 1-A-1 and Class 3-A-1 Certificates) 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 Subsidiary REMIC 1 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 Subsidiary REMIC 1, other than the Class LT1-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in Subsidiary REMIC 1.  Subsidiary REMIC 1 shall hold as its assets the Mortgage Loans in Loan Groups 1, 2 and 3, 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 1

The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC interest in Subsidiary REMIC 1:

Subsidiary REMIC 1 Interest	Initial Principal   Balance	Interest Rate	Corresponding Class of Master REMIC Certificates
LT1-Grp 1	(1)	6.000%	N/A
LT1-1-X	(2)	(2)	A-X
LT1-Grp 2	(3)	5.000%	N/A
LT1-2-PO	(4)	(5)	A-P
LT1-Grp 3	(6)	5.500%	N/A
LT1-3-X	(7)	(7)	A-X
LT1-R	(8)	(8)	N/A

________________

(1)

This interest has an initial principal balance equal to the sum of the aggregate of the Stated Principal Balances, as of the Cut-Off Date, of each Group 1 Mortgage Loan.  

(2)

This interest shall be entitled to receive on each Distribution Date the amount of interest that accrues on each Group 1 Mortgage Loan that is a Premium Rate Mortgage Loan at a rate equal to the Net Mortgage Rate of such Mortgage Loan less the Required Coupon for Loan Group 1.  

(3)

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 2 Mortgage Loan less (ii) the sum of the following amounts for each Class P Mortgage Loan in Loan Group 2: 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.

(4)

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 2.  

(5)

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

(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 3 Mortgage Loan.  

(7)

This interest shall be entitled to receive on each Distribution Date the amount of interest that accrues on each Group 3 Mortgage Loan that is a Premium Rate Mortgage Loan at a rate equal to the Net Mortgage Rate of such Mortgage Loan less the Required Coupon for Loan Group 3.  

(8)

The Class LT1-R Interest is the sole class of residual interest in Subsidiary REMIC 1.  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 in Loan Groups 1, 2 and 3) to the Interests in Subsidiary 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.

On each Distribution Date, principal collections and realized losses with respect to the Mortgage Loans in Loan Groups 1, 2 and 3 shall be allocated to a Subsidiary REMIC 1 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 1 Interest.  Any remaining amounts of principal collections and realized losses with respect to the Group 1, 2 and 3 Mortgage Loans shall be allocated to the Class LT1-Grp 1, Class LT1-Grp 2 and Class LT1-Grp 3 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.

Middle REMIC 1 Interest	Initial Principal   Balance	Interest Rate	Corresponding Class of Master REMIC Certificates
MT1-1-X	(1)	(1)	A-X
MT1-3-X	(2)	(2)	A-X
MT1-AP	(3)	(4)	A-P
MT1-Grp-1	(5)	(6)	N/A
MT1-Grp-2&3	(7)(12)	(8)	N/A
MT1-GSA-C-B-1	(9)	(8)	N/A
MT1-GSA-C-B-2	(9)	(8)	N/A
MT1-R	(10)	(10)	N/A

________________

(1)

This interest shall be entitled to receive on each Distribution Date the amount of interest that accrues on the Class LT1-1-X interest.

(2)

This interest shall be entitled to receive on each Distribution Date the amount of interest that accrues on the Class LT2-3-X interest.

(3)

This interest shall have an initial principal balance equal to the Initial Class Principal Amount of the Class A-P Certificates.  

(4)

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

(5)

This interest has an initial principal balance equal to the product of the aggregate of the Stated Principal Balances of each Mortgage Loan in Loan Group 1 as of the Cut-Off Date.  

(6)

This interest shall bear interest at a rate equal to the Designated Rate for Loan Group 1.  

(7)

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 2 and 3 as of the Cut-Off Date less (ii) the Initial Principal Balance of the Class LT1-2-PO Interest.

(8)

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

(9)

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 2 and 3 as of the Cut-Off Date less (ii) the Initial Principal Balance of the Class LT1-2-PO Interest.

(10)

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.

(11)

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

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-2&3 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-2&3 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 in Loan Group 1 shall be allocated to the Class MT1-Grp-1 Interest.

On each Distribution Date, principal collections and realized losses with respect to the Mortgage Loans in Loan Groups 2 and 3 shall be allocated as follows:

First, to each Middle REMIC Interest corresponding to Loan Groups 2 and 3 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-2&3 Interest 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 6.794% 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 2 and Class LT1-Grp 3 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 2 and Class LT1-Grp 3 Interests as of such Distribution Date; and

Fourth, to the Class MT1-Grp-2&3 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 does not have a principal balance and shall be entitled to receive on each Distribution Date the aggregate amount of interest that accrues on the Class MT1-1-X and Class MT-3-X Interests.

(2)

This interest has an initial principal balance equal to the class principal balance of 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 Class 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 2 or Group 3.

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

* Identifies a Class Notional Amount

(1)

These Certificates are Exchangeable Certificates which will not be issued under this Pooling and Servicing Agreement and are not interests in the Master REMIC.  The Exchangeable Certificates are issued under the Trust Agreement.

(2)

The initial Pass-Through Rate on the Class 1-A-1 Certificates is 5.920%  per annum.  After the first Distribution Date, the per annum Pass-Through Rate on the Class 1-A-1 Certificates will be equal to the Certificate Index plus 0.600%, but no less than 0.600% per annum and no more than 9.500% per annum; provided, however, that when one-month LIBOR, as described in the applicable Yield Maintenance Agreement, is greater than 5.400%, a portion of the interest distributed to the Class 1-A-1 Certificates will not come from payments on the Mortgage Loans but rather from the applicable Yield Maintenance Agreement pursuant to Section 4.09(f).  After the applicable Yield Maintenance Agreement terminates immediately following the Distribution Date in July 2010, the maximum Pass-Through Rate will be 6.000% per annum.

(3)

The initial Pass-Through Rate on the Class 1-A-2 Certificates is 0.080% per annum.  After the first Distribution Date, the per annum Pass-Through Rate on the Class 1-A-2 Certificates will be equal to 5.400% minus the Certificate Index, but no less than 0.000% per annum and no more than 5.400% per annum.

(4)

The initial Pass-Through Rate on the Class 3-A-1 Certificates is 5.920% per annum.  After the first Distribution Date, the per annum Pass-Through Rate on the Class 3-A-1 Certificates will be equal to the Certificate Index plus 0.600%, but no less than 0.600% per annum and no more  than 9.500% per annum; provided, however, that when one-month LIBOR, as described in the applicable Yield Maintenance Agreement, is greater than 4.900%, a portion of the interest distributed to the Class 3-A-1 Certificates will not come from payments on the Mortgage Loans but rather from the applicable Yield Maintenance Agreement pursuant to Section 4.10(f).  After the applicable Yield Maintenance Agreement terminates immediately following the Distribution Date in May 2011, the maximum Pass-Through Rate will be 5.500% per annum.

(5)

The initial Pass-Through Rate on the Class 3-A-2 Certificates is 0.000% per annum.  After the first Distribution Date, the per annum Pass-Through Rate on the Class 3-A-2 Certificates will be equal to 4.900% minus the Certificate Index, but no less than 0.000% per annum and no more  than 4.900% per annum.

(6)

These certificates are not entitled to payments in respect of interest.

(7)

The initial Pass-Through Rate on 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 5.397% 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) 5.000% and (y) the Group C-B Component Balance for the Group 2 Mortgage Loans immediately prior to such Distribution Date and (ii) the product of (x) 5.500% and (y) the Group C-B Component Balance for the Group 3 Mortgage Loans immediately prior to such Distribution Date divided by (b) the aggregate of the Group C-B Component Balances for the Group 2 and Group 3 Mortgage Loans immediately prior to such Distribution Date.

(8)

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.

(9)

The Class AR and Class AR-L Certificates are issued in minimum Percentage Interests of 20% and 10% increment in excess thereof, except that one Certificate of each of such Classes may be issued in an amount of $0.01.

(10)

The Class PP Certificates will be entitled to receive prepayment premiums from certain of the Group 1, Group 2 or Group 3 Mortgage Loans.

(11)

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:

 

Accretion Directed Certificates

Class 1-A-1, Class 1-A-3, Class 3-A-1 and Class 3-A-12 Certificates

Accrual Certificates

Class 1-A-3, Class 1-A-5, Class 3-A-3 and Class 3-A-12 Certificates.

Book-Entry Certificates

All Classes of Certificates other than the Physical Certificates.

Class A Certificates

The Class 1-A-1, Class 1-A-2, Class 1-A-3, Class 1-A-4, Class 1-A-5, Class 1-A-6, Class 1-A-7, Class 1-A-8, Class 1-A-9, Class 1-A-10, Class 1-A-11, Class 1-A-12, Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4, Class 3-A-1, Class 3-A-2, Class 3-A-3, 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 AR and Class AR-L Certificates.

 

Class P Certificates

The Class A-P Certificates.

Class X Certificates

The Class A-X Certificates.  

ERISA-Restricted Certificates

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

ERISA-Restricted Cap Certificates

The Class 1-A-1 and Class 3-A-1 Certificates.

Exchangeable Certificates

The Class 1-A-13, Class 1-A-14, Class 1-A-15, Class 1-A-16, Class 1-A-17, Class 2-A-5 and Class 3-A-4 Certificates issued under the Trust Agreement.

Exchangeable REMIC Certificates

The Class 1-A-4, Class 1-A-8, Class 1-A-9, Class 1-A-10, Class 1-A-11, Class 1-A-12, Class 2-A-3, Class 2-A-4, Class 3-A-14 and Class 3-A-15 Certificates issued under the Trust Agreement.

Floating Rate Certificates

The Class 1-A-1 and Class 3-A-1 Certificates.

Group 1-B Certificates

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

Group 1 Certificates

Class 1-A-1, Class 1-A-2, Class 1-A-3, Class 1-A-4, Class 1-A-5, Class 1-A-6, Class 1-A-7, Class 1-A-8, Class 1-A-9, Class 1-A-10, Class 1-A-11 and Class 1-A-12 Certificates.

Group 2 Certificates

Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4, Class AR and Class AR-L Certificates.

Group 3 Certificates

Class 3-A-1, Class 3-A-2, Class 3-A-3, 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 and Class 3-A-15 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.

Inverse Floating Rate Certificates

The Class 1-A-2 and Class 3-A-2 Certificates.

LIBOR Certificates

The Floating Rate Certificates and the Inverse Floating Rate Certificates.

Lockout Certificates

The Class 1-A-4, Class 1-A-7, Class 1-A-11, Class 2-A-3, Class 2-A-4, Class 3-A-13, Class 3-A-14 and Class 3-A-15 Certificates.

Notional Amount Certificates

The Class 1-A-2, Class 1-A-9, Class 1-A-12, Class 3-A-2, Class 3-A-7, Class 3-A-11 and the Class A-X Certificates.

Offered Certificates

All Classes of Certificates other than the Private Certificates.

Physical Certificates

The Residual Certificates and the Private Certificates.

Planned Principal Classes

The Class 1-A-8, Class 1-A-10, Class 3-A-6 and Class 3-A-8 Certificates.

Principal Only Certificates

The Class A-P Certificates.

Private Certificates

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

Rating Agencies

S&P, Fitch and Moody’s.

Regular Certificates

All Classes of Certificates other than the Residual Certificates.

Residual Certificates

The Class AR and Class AR-L Certificates.

Senior Certificates

The Class A, Class P, Class X and the Residual Certificates.

Subordinate Certificates

The Group 1-B and Group C-B Certificates.

Targeted Principal Class

The Class 1-A-1 and Class 3-A-1 Certificates.

Uncertificated REMIC Interests

The Class 1-A-4, Class 1-A-8, Class 1-A-9, Class 1-A-10, Class 1-A-11, Class 1-A-12, Class 2-A-3, Class 2-A-4, Class 3-A-14 and Class 3-A-15 Certificates issued under this Pooling and Servicing Agreement.

 

 

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 $989,285,835.32.

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 Sellers 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 Sellers, the Master Servicer, the Servicers, the Special Servicer, the Modification Oversight Agent, 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 February 1, 2007 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 25th day of the calendar month immediately preceding that Distribution Date to and including the 24th 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 the Depositor 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 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 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 WaMu Serviced Mortgage Loan, the payment required to be made by (i) WaMu with respect to any Distribution Date pursuant to Section 2.16 of the WaMu 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 on a SPS Serviced Mortgage Loan.

Assignment and Assumption Agreement :  That certain assignment and assumption agreement dated as of February 1, 2007, 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 to the extent attributable to Mortgage Guaranty Insurance Policy proceeds where related REO Property has been sold during the month in which such Distribution Date occurs 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 related 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, the Custodians, the Trustee or the Trust Administrator is entitled to be reimbursed by the Trust Fund pursuant to this Agreement or the applicable Custodial Agreement, (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.

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 1-B Certificates as of any Determination Date, the Bankruptcy Loss Coverage Amount shall equal the Initial Bankruptcy Loss Coverage Amount for the Group 1-B Certificates as reduced by (i) the aggregate amount of Bankruptcy Losses allocated to the Group 1-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.

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.

Cap Strike Rate :  With respect to the Class 1-A-1 Certificates, 5.40% per annum and with respect to the Class 3-A-1 Certificates, 4.90% per annum.

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) GreenPoint 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) the Master Servicer, by 1:00 PM New York City time two Business Days 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 or the Uncertificated REMIC Interests.

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 1-B Certificates, any reduction to that Certificate pursuant to Section 4.02(c) if the excess of the aggregate Certificate Balance of the Group 1 and Group 1-B Certificates, exceeds the aggregate Stated Principal Balance of the Group 1 Mortgage Loans;

(c)

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)(e), or any reduction to that Certificate pursuant to Section 4.02(d) if the excess of the aggregate Certificate Balance of the Group 2, Group 3, Group C-B and Class A-P Certificates, exceeds the aggregate Stated Principal Balance of the Group 2 and Group 3 Mortgage Loans;

(d)

plus , with respect to the Class 1-A-3, Class 1-A-5, Class 3-A-3 and Class 3-A-12 Certificates, the applicable portion of all prior Class 1-A-3 Accrual Amounts, Class 1-A-5 Accrual Amounts, Class 3-A-3 Accrual Amounts and Class 3-A-12 Accrual Amounts respectively;

(e)

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 and Certificate Group 3, 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”, the Class AR and Class AR-L Certificates 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 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.

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

Class 1-A-1 Yield Maintenance Account :  The separate Eligible Account designated as such and created and maintained by the Trust Administrator pursuant to Section 4.09 hereof.  The Class 1-A-1 Yield Maintenance Account shall be treated as an “outside reserve fund” under applicable Treasury regulations and shall not be part of any REMIC.

Class 1-A-1 Yield Maintenance Agreement :  The ISDA Master Agreement dated as of February 28, 2007, between the Yield Maintenance Agreement Counterparty and the Trustee on behalf of the Trust Fund, and acknowledged and agreed to by the Trust Administrator, and the confirmation of the same date, between the Yield Maintenance Agreement Counterparty and the Trustee on behalf of the Trust Fund, which supplements, forms a part of, is subject to, and is governed by such ISDA Master Agreement (a form of which is attached hereto as Exhibit X).

Class 1-A-2 Notional Amount :  For any Distribution Date and the Class 1-A-2 Certificates, the Class Principal Balance of the Class 1-A-1 Certificates immediately prior to such Distribution Date.

Class 1-A-3 Accretion Direction Rule :  On each Distribution Date on or before the Class 1-A-3 Accretion Termination Date, the Class 1-A-3 Accrual Amount will be distributed, as principal, sequentially, as follows:

(I)

first, to the Class 1-A-1 Certificates, in an amount up to the amount necessary to reduce its Class Principal Balance to its Targeted Balance set forth on Schedule VII for such Distribution Date, until its Class Principal Balance is reduced to zero;  and

(II)

second, to the Class 1-A-3 Certificates, until its Class Principal Balance is reduced to zero.

Class 1-A-3 Accretion Termination Date :  The earlier to occur of: (i) the Distribution Date on which the Class Principal Balance of the Class 1-A-1 Certificates has been reduced to zero and (ii) the Distribution Date on which the aggregate Class Principal Balance of the Group 1-B Certificates has been reduced to zero.

Class 1-A-3 Accrual Amount :  On each Distribution Date on or before the Class 1-A-3 Accretion Termination Date, an amount equal to accrued interest that would otherwise be distributable in respect of interest on the Class 1-A-3 Certificates on that Distribution Date pursuant to Section 4.01(A)(a)(i) (without giving effect to the proviso therein).

Class 1-A-5 Accretion Direction Rule :  On each Distribution Date on or before the Class 1-A-5 Accretion Termination Date, the Class 1-A-5 Accrual Amount will be distributed, as principal, sequentially, as follows:

(I)

first, to the Class 1-A-1 Certificates, in an amount up to the amount necessary to reduce its Class Principal Balance to its Targeted Balance set forth on Schedule VII for such Distribution Date, until its Class Principal Balance is reduced to zero;

(II)

second, to the Class 1-A-3 Certificates, until its Class Principal Balance is reduced to zero;

(III)

third, to the Class 1-A-1 Certificates, without regard to its Targeted Balance, until its Class Principal Balance is reduced to zero; and

 (IV)

fourth, to the Class 1-A-5 Certificates, until its Class Principal Balance is reduced to zero.

Class 1-A-5 Accretion Termination Date :  The earlier to occur of: (i) the Distribution Date on which the respective Class Principal Balances of the Class 1-A-1 and Class 1-A-3 Certificates has been reduced to zero and (ii) the Distribution Date on which the aggregate Class Principal Balance of the Group 1-B Certificates has been reduced to zero.

Class 1-A-5 Accrual Amount :  On each Distribution Date on or before the Class 1-A-5 Accretion Termination Date, an amount equal to accrued interest that would otherwise be distributable in respect of interest on the Class 1-A-5 Certificates on that Distribution Date pursuant to Section 4.01(A)(a)(i) (without giving effect to the proviso therein).

Class 1-A-9 Notional Amount :  For any Distribution Date and the Class 1-A-9 Certificates, the Class Principal Balance of the Class 1-A-10 Certificates immediately prior to such Distribution Date.

Class 1-A-12 Notional Amount :  For any Distribution Date and the Class 1-A-12 Certificates, the Class Principal Balance of the Class 1-A-4 Certificates immediately prior to such Distribution Date.

Class 3-A-1 Yield Maintenance Account :  The separate Eligible Account designated as such and created and maintained by the Trust Administrator pursuant to Section 4.10 hereof.  The Class 3-A-1 Yield Maintenance Account shall be treated as an “outside reserve fund” under applicable Treasury regulations and shall not be part of any REMIC.

Class 3-A-1 Yield Maintenance Agreement :  The ISDA Master Agreement dated as of February 28, 2007, between the Yield Maintenance Agreement Counterparty and the Trustee on behalf of the Trust Fund, and acknowledged and agreed to by the Trust Administrator, and the confirmation of the same date, between the Yield Maintenance Agreement Counterparty and the Trustee on behalf of the Trust Fund, which supplements, forms a part of, is subject to, and is governed by such ISDA Master Agreement (a form of which is attached hereto as Exhibit X).

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-1 Certificates immediately prior to such Distribution Date.

Class 3-A-3 Accretion Direction Rule :  On each Distribution Date on or before the Class 3-A-3 Accretion Termination Date, the Class 3-A-3 Accrual Amount will be distributed, as principal, sequentially, as follows:

(I)

first, to the Class 3-A-1 Certificates, in an amount up to the amount necessary to reduce its Class Principal Balance to its Targeted Balance set forth on Schedule IX for such Distribution Date, until its Class Principal Balance is reduced to zero;

(II)

second, to the Class 3-A-12 Certificates, until its Class Principal Balance is reduced to zero;

(III)

third, to the Class 3-A-1 Certificates, without regard to its Targeted Balance, until its Class Principal Balance is reduced to zero; and

 (IV)

fourth, to the Class 3-A-3 Certificates, until its Class Principal Balance is reduced to zero.

Class 3-A-3 Accretion Termination Date :  The earlier to occur of: (i) the Distribution Date on which the respective Class Principal Balances of the Class 3-A-1 and Class 3-A-12 Certificates has been reduced to zero and (ii) the Distribution Date on which the aggregate Class Principal Balance of the Group C-B Certificates has been reduced to zero.

Class 3-A-3 Accrual Amount :  On each Distribution Date on or before the Class 3-A-3 Accretion Termination Date, an amount equal to accrued interest that would otherwise be distributable in respect of interest on the Class 3-A-3 Certificates on that Distribution Date pursuant to Section 4.01(A)(c)(i) (without giving effect to the proviso therein).

Class 3-A-7 Notional Amount :  For any Distribution Date and the Class 3-A-7 Certificates, the product of (a) the Class Principal Balance of the Class 3-A-6 Certificates immediately prior to such Distribution Date and (b) 0.20.  The Class 3-A-7 Notional Amount as of the closing date will be approximately $10,000,000.

Class 3-A-11 Notional Amount :  For any Distribution Date and the Class 3-A-11 Certificates, the product of (a) the Class Principal Balance of the Class 3-A-10 Certificates immediately prior to such Distribution Date and (b) 0.50.  The Class 3-A-11 Notional Amount as of the closing date will be approximately $13,650,000.

Class 3-A-12 Accretion Direction Rule :  On each Distribution Date on or before the Class 3-A-12 Accretion Termination Date, the Class 3-A-12 Accrual Amount will be distributed, as principal, sequentially, as follows:

(I)

first, to the Class 3-A-1 Certificates, in an amount up to the amount necessary to reduce its Class Principal Balance to its Targeted Balance set forth on Schedule IX for such Distribution Date, until its Class Principal Balance is reduced is reduced to zero; and

(II)

second, to the Class 3-A-12 Certificates, until its Class Principal Balance is reduced to zero.

Class 3-A-12 Accretion Termination Date :  The earlier to occur of:  (i) the Distribution Date on which the Class Principal Balance of the Class 3-A-1 Certificates has been reduced to zero and (ii) the Distribution Date on which the aggregate Class Principal Balance of the Group C-B Certificates has been reduced to zero.

Class 3-A-12 Accrual Amount :  On each Distribution Date on or before the Class 3-A-12 Accretion Termination Date, an amount equal to accrued interest that would otherwise be distributable in respect of interest on the Class 3-A-12 Certificates on that Distribution Date pursuant to Section 4.01(A)(c)(i) (without giving effect to the proviso therein).

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)(e)(i) and (ii) on and after the Credit Support Depletion Date, zero.

Class A-X Notional Amount :  With respect to any Distribution Date and the Class A-X Certificates, the product of (x) the aggregate Stated Principal Balance, as of the second preceding Due Date (after giving effect to Scheduled Payments for that Due Date, whether or not received), or for the initial Distribution Date, as of the Cut-off Date, of the Premium Rate Mortgage Loans with respect to Loan Group 1 and Loan Group 3 (excluding any Special Payoff Mortgage Loans); and (y) a fraction, the numerator of which is the weighted average of the related Stripped Interest Rates for the Premium Rate Mortgage Loans with respect to Loan Group 1 and Loan Group 3 as of such date (excluding any Special Payoff Mortgage Loans) and the denominator of which is 6.50%.

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 1-A-2, Class 1-A-9, Class 1-A-12, Class 3-A-2, Class 3-A-7, Class 3-A-11 and Class A-X 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 5.00% minus the Net Mortgage Rate on that Class P Mortgage Loan and the denominator of which is 5.00%.

Class P Mortgage Loan :  The Mortgage Loans in Loan Group 2 having Net Mortgage Rates less than 5.00% per annum.

Class P Principal Distribution Amount :  For each Distribution Date and Loan Group 2, the Class P Fraction of the sum of (i) the portion of the Principal Payment Amount for Loan Group 2 for such Distribution Date attributable to the Class P Mortgage Loans in Loan Group 2, (ii) the portion of the Principal Prepayment Amount for Loan Group 2 for such Distribution Date attributable to the Class P Mortgage Loans in Loan Group 2 and (iii) Net Liquidation Proceeds allocable to principal with respect to the Class P Mortgage Loans in Loan Group 2 received during the prior calendar month minus the Class P Fraction of the portion of the Capitalization Reimbursement Amount for Loan Group 2 for such Distribution Date attributable to the Class P Mortgage Loans in Loan Group 2.

Class PP Notional Amount :  For any Distribution Date and the Class PP Certificates, the aggregate Stated Principal Balance of the Group 1, Group 2 and Group 3 Mortgage Loans immediately prior to such Distribution Date.

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 :  February 28, 2007.

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 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 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 GreenPoint, with respect to the GreenPoint Serviced Mortgage Loans, the lesser of (i) 50% of the aggregate Servicing Fee payable to GreenPoint in respect of the GreenPoint Serviced Mortgage Loans for such Distribution Date and (ii) the aggregate Prepayment Interest Shortfall allocable to Payoffs and Curtailments with respect to the GreenPoint Serviced Mortgage Loans.

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 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;

(e)

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;

(f)

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);

(g)

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

(h)

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);

(i)

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); and

(j)

with respect to the WaMu Serviced Mortgage Loans, the excess of (i) the Compensating Interest (as defined in the WaMu Servicing Agreement) required to be remitted by WaMu on the Remittance Date (as defined in the WaMu Servicing Agreement) immediately preceding such Distribution Date over (ii) the amount of the Compensating Interest (as defined in the WaMu Servicing Agreement) actually remitted by WaMu 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 2007-2.  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 2007-2, 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 2007-2.

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 February 1, 2007 among DLJMC, Countrywide, the Master Servicer, the Trustee and the Trust Administrator.

Credit Support Depletion Date :   With respect to the Group 1 Certificates, the first Distribution Date on which the aggregate Class Principal Balance of the Group 1-B Certificates has been or will be reduced to zero.

With respect to the Group 2 and Group 3 Certificates, 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 February 1, 2007 among the Trustee, the Trust Administrator and either LaSalle Bank National Association 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 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 :  February 1, 2007.

Cut-off Date Pool Principal Balance :  $989,285,835.32.

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 the Master Servicer, SPS, GreenPoint 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.

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

(c)

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

(d)

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

(e)

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

(f)

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

Designated Servicer :  Each of ABN AMRO, Countrywide, Fifth Third, IndyMac, National City and WaMu, as applicable.

Designated Servicing Agreements :  Each of the ABN AMRO Servicing Agreement, the Countrywide Servicing Agreement, the Fifth Third Servicing Agreement, the IndyMac Servicing Agreement, the National City Servicing Agreement and the WaMu 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 25th day of any month, or if such 25th day is not a Business Day, the Business Day immediately following such 25th day, commencing in March 2007.

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.

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.

ERISA-Restricted Cap 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 Funds :  For the Class 1-A-1 and Class 3-A-1 Certificates and any Distribution Date, the excess, if any, of (x) the sum of the related Yield Maintenance Agreement Payment for prior Distribution Dates over (y) the sum of amounts actually paid from the Yield Maintenance Account with respect to the related Yield Maintenance Amounts and related Yield Maintenance Amount Shortfalls for such prior Distribution Dates.

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.

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.

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 February 1, 2007 among DLJMC, Fifth Third, 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 Certificates as of the Closing Date, $11,265,114, subject to reduction from time to time by the amount of Fraud Losses allocated to the Group 1-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 Certificates will be reduced to an amount equal to (i) on the first anniversary of the Cut-off Date, the lesser of (A) 2.0% of the aggregate Stated Principal Balance of the Group 1 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 Mortgage Loans allocated to the Group 1-B Certificates since the Cut-off Date and (ii) on the second, third and fourth anniversaries of the Cut-off Date, the lesser of (A) 1.0% of the aggregate Stated Principal Balance of the Group 1 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 Mortgage Loans allocated to the Group 1-B Certificates since such preceding anniversary and (b) on the fifth anniversary of the Cut-off Date, to zero.

With respect to the Group 2 and Group 3 Certificates as of the Closing Date, $3,780,954, 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 2 and Group 3 Certificates will be reduced to an amount equal to (i) on the first anniversary of the Cut-off Date, the lesser of (A) 2.0% of the aggregate Stated Principal Balance of the Group 2 and Group 3 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 2 and Group 3 Mortgage Loans allocated to the Group C-B Certificates since the Cut-off Date and (ii) on the second, third and fourth anniversaries of the Cut-off Date, the lesser of (A) 1.0% of the aggregate Stated Principal Balance of the Group 2 and Group 3 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 2 and Group 3 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.

GreenPoint :  GreenPoint Mortgage Funding, Inc., a New York corporation, and its successors and assigns.

GreenPoint Mortgage Loans :  The Mortgage Loans identified as such on the Mortgage Loan Schedule, for which GreenPoint is the applicable Seller.

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

Group :  When used with respect to the Mortgage Loans, any of Group 1, Group 2, or Group 3 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 Components derived from the Mortgage Loans 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 Components derived from the Mortgage Loans 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 Components derived from the Mortgage Loans 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 1 Liquidation Amount :  For any Distribution Date, the aggregate, for each Group 1 Mortgage Loan that became a Liquidated Mortgage Loan during the calendar month preceding the month of that Distribution Date, of the lesser of (i) the Group 1 Priority Percentage of the Stated Principal Balance of that Mortgage Loan and (ii) the Group 1 Priority Percentage of the Liquidation Principal for that Mortgage Loan.

Group 1 Percentage :  For any Distribution Date will equal the lesser of (a) 100% and (b) the aggregate Class Principal Balance of the Class 1-A-4, Class 1-A-7 and Class 1-A-11 Certificates divided by the aggregate Stated Principal Balance of the Group 1 Mortgage Loans, in each case immediately prior to any allocations of losses or distributions on that Distribution Date.

Group 1 Priority Amount :  For any Distribution Date, the sum of (i) the Group 1 Priority Percentage of the Principal Payment Amount for Loan Group 1, (ii) the Group 1 Priority Percentage of the Principal Prepayment Amount for Loan Group 1 and (iii) the Group 1 Liquidation Amount.  

Group 1 Priority Percentage :  For any Distribution Date, the product of (a) the Group 1 Percentage and (b) the Stepdown Percentage.

Group 2 Liquidation Amount :  For any Distribution Date, the aggregate, for each Group 2 Mortgage Loan that became a Liquidated Mortgage Loan during the calendar month preceding the month of that Distribution Date, of the lesser of (i) the Group 2 Priority Percentage of the Stated Principal Balance of that Mortgage Loan (less the applicable Class P Fraction of each Class P Mortgage Loan) and (ii) the Group 2 Priority Percentage of the Liquidation Principal for that Mortgage Loan.

Group 2 Percentage :  For any Distribution Date will equal the lesser of (a) 100% and (b) the aggregate Class Principal Balance of the Class 2-A-3 and Class 2-A-4 Certificates divided by the aggregate Stated Principal Balance of the Group 2 Mortgage Loans (less the applicable Class P Fraction of each Class P Mortgage Loan), in each case immediately prior to any allocations of losses or distributions on that Distribution Date.

Group 2 Priority Amount :  For any Distribution Date, the sum of (i) the Group 2 Priority Percentage of the Principal Payment Amount for Loan Group 2 (exclusive of the portion attributable to the related Class P Principal Distribution Amount), (ii) the Group 2 Priority Percentage of the Principal Prepayment Amount for Loan Group 2 (exclusive of the portion attributable to the related Class P Principal Distribution Amount) and (iii) the Group 2 Liquidation Amount.  

Group 2 Priority Percentage :  For any Distribution Date, the product of (a) the Group 2 Percentage and (b) the Stepdown Percentage.

Group 3 Liquidation Amount :  For any Distribution Date, the aggregate, for each Group 3 Mortgage Loan that became a Liquidated Mortgage Loan during the calendar month preceding the month of that Distribution Date, of the lesser of (i) the Group 3 Priority Percentage of the Stated Principal Balance of that Mortgage Loan and (ii) the Group 3 Priority Percentage of the Liquidation Principal for that Mortgage Loan.

Group 3 Percentage :  For any Distribution Date will equal the lesser of (a) 100% and (b) the aggregate Class Principal Balance of the Class 3-A-13, Class 3-A-14 and Class 3-A-15 Certificates divided by the aggregate Stated Principal Balance of the Group 3 Mortgage Loans, 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 sum of (i) the Group 3 Priority Percentage of the Principal Payment Amount for Loan Group 3, (ii) the Group 3 Priority Percentage of the Principal Prepayment Amount for Loan Group 3 and (iii) the Group 3 Liquidation Amount.  

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

Group 1-B Balance :  With respect to Loan Group 1, the excess, if any, of the then outstanding aggregate Stated Principal Balance of the Mortgage Loans in that Loan Group over the then outstanding aggregate Class Principal Balance of the related Senior Certificates.

Group 1-B Principal Distribution Amount :  With respect to any Distribution Date and the Group 1-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, (ii) the related Subordinate Prepayment Percentage of the Principal Prepayment Amount for Loan Group 1, and (iii) the Subordinate Liquidation Amount for Loan Group 1, over (B) the related Subordinate Prepayment Percentage of the Capitalization Reimbursement Amount for Loan Group 1.

Group C-B Component Balance :  With respect to Loan Group 2 and Loan Group 3, the excess, if any, of the then outstanding aggregate Stated Principal Balance of the Mortgage Loans in that Loan Group less 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 2 and Group 3 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 2 (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 3, (iii) the related Subordinate Prepayment Percentage of the Principal Prepayment Amount for Loan Group 2 (exclusive of the portion attributable to the related Class P Principal Distribution Amount), (iv) the related Subordinate Prepayment Percentage of the Principal Prepayment Amount for Loan Group 3, (v) the Subordinate Liquidation Amount for Loan Group 2, (vi) the Subordinate Liquidation Amount for Loan Group 3, over (B) the sum of (x) if the aggregate Class Principal Balance of the Group 2 or Group 3 Certificates has been reduced to zero, principal paid from the Available Distribution Amount of the Loan Group related to the Certificates paid in full to the other Group, as described in Section 4.06(a), (y) the amounts paid from the Available Distribution Amount for the Overcollateralized Group to the Senior Certificates of the Undercollateralized Group, 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 2 and (b) the related Subordinate Prepayment Percentage of the Capitalization Reimbursement Amount for Loan Group 3 (exclusive in each case of the portion attributable to the reduction of the applicable Class P Principal Distribution Amount, if any).

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 February 1, 2007 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 1-B Certificates, $150,000.  With respect to the Group C-B Certificates, $150,000.

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.

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 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.

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

Loan Group 1 :  As of the Cut-Off Date, consists of (a) a portion of each Mortgage Loan with a Net Mortgage Rate greater than or equal to 5.625% per annum and less than 6.00% per annum, equal to:

The Stated Principal Balance of such Mortgage Loan	x		(Net Mortgage Rate − 5.50%)
			0.50%

 

and (b) 100% of the principal balance of each Mortgage with a Net Mortgage Rate greater than or equal to 6.00% per annum.

Loan Group 2 :  As of the Cut-Off Date, consists of (a) 100% of the Stated Principal Balance of each Mortgage Loan with a Net Mortgage Rate less than 5.00% per annum, and (b) a portion of each Mortgage Loan with a Net Mortgage Rate greater than or equal to 5.00% per annum and less than 5.50% per annum, equal to:

The Stated Principal Balance of such Mortgage Loan	x	1 −	(Net Mortgage Rate − 5.00%)
			0.50%

 

Loan Group 3 :  As of the Cut-Off Date, consists of (a) a portion of each Mortgage Loan with a Net Mortgage Rate greater than 5.00% per annum and less than 5.50% per annum, equal to:

The Stated Principal Balance of such Mortgage Loan	x		(Net Mortgage Rate − 5.00%)
			0.50%

(b) 100% of the principal balance of each Mortgage Loan with a Net Mortgage Rate greater than or equal to 5.50% per annum and less than or equal to 5.625% per annum;  

and (c) a portion of each Mortgage with a Net Mortgage Rate greater than or equal to 5.625% per annum and less than 6.00% per annum, equal to:.

The Stated Principal Balance of such Mortgage Loan	x	1–	(Net Mortgage Rate − 5.50%)
			0.50%

 

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.

Maximum Cap Rate :  With respect to the Class 1-A-1 Certificates, 8.90% per annum.  With respect to the Class 3-A-1 Certificates, 8.90% per annum.

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.

Modification Oversight Agent :  SPS and any successor, as modification oversight agent hereunder.

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 :  The portions of the Mortgage Loans that comprise the Loan Groups.  With respect to the Loan Groups, a Mortgage Component is also considered a Mortgage Loan.  A Mortgage Component will bear interest at a rate equal to the Required Coupon of the Loan Group that it comprises; provided, however that a Premium Rate Mortgage Loan or a Class P Mortgage Loan will bear interest at a rate equal to the Net Mortgage Rate of such 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 related 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 February 1, 2007 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)(d)(xiii) or Section 4.01(A)(e)(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)(d)(xiii) or Section 4.01(A)(e)(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) with respect to Loan Group 2, 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 Sellers, 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 Sellers, 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 2 and Group 3, 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 Interest :  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 15th calendar day and 14th 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.

Physical Certificates :  As set forth in the Preliminary Statement.

Planned Balance :  With respect to the Class 1-A-8 and Class 1-A-10 Certificates and any Distribution Date appearing on Schedule VI hereto, the applicable amount appearing opposite such Distribution Date for such Classes.

With respect to the Class 3-A-6 and Class 3-A-8 Certificates and any Distribution Date appearing on Schedule VIII hereto, the applicable amount appearing opposite such Distribution Date for such Classes.

Planned Principal Classes :  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 2, 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)(e)(i) and (ii) the applicable Class P Fraction of the Recovery, if any, on each Class P Mortgage Loan in Loan Group 2.

Premium Rate Mortgage Loans :  For Loan Group 1, the Mortgage Loans in Loan Group 1 having Net Mortgage Rates greater than 6.000% per annum.  For Loan Group 3, the Mortgage Loans in Loan Group 3 having Net Mortgage Rates greater than 5.500% per annum and less than or equal to 5.625% per annum.

Prepayment Interest Shortfall :  As to any Mortgage Loan, Distribution Date and Principal Prepayment (other than a Payoff on (x) 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 13th 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 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 14th 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 13th day of month in which such Distribution Date occurs.  With respect to each Distribution Date and any Curtailment on any Wells Fargo Serviced Mortgage Loans, Wells Fargo Serviced CORE Mortgage Loan or SPS Serviced Mortgage Loan, 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 with respect to any GreenPoint Serviced Mortgage Loans and all Curtailments, the related “Prepayment Period” will be the calendar month preceding the month in which the related Distribution Date occurs.  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 Loan Group (less the applicable Class P Fraction of each Class P Mortgage Loan in such Loan 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 1-B  Certificates, the portion of the Group 1-B  Principal Distribution Amount allocable to such Class, equal to the product of the Group 1-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 1-B  Certificates.

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 February 28, 2007, 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 February 28, 2007, 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 related Seller, the amount of any unreimbursed Servicing Advances made by a Servicer, other than the related 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 related 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 related 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 related 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, Fitch, Moody’s, or any successor to any 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.