Common use of Net WAC Rate Carryover Reserve Account Clause in Contracts

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator shall establish and maintain with itself a separate, segregated trust account titled, “Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Soundview Mortgage Loan Trust 2006-EQ2, Asset-Backed Certificates, Series 2006-EQ2.” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Floating Rate Certificates in the manner set forth in Section 4.01(d). On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Rate Certificates (after taking into account the remaining Initial Net WAC Rate Carryover Reserve Account Deposit), the Trust Administrator has been directed by the Class C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(c)(v), rather than distributing such amounts to the Class C Certificateholders. In addition, any payments received by the Trust Administrator under the Basis Risk Cap Agreement on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator shall hold all such amounts for the benefit of the Holders of the Floating Rate Certificates, and will distribute such amounts to the Holders of the Floating Rate Certificates in the amounts and priorities set forth in Section 4.01(d). On each Distribution Date, any amounts remaining in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trust Administrator under the Basis Risk Cap Agreement) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates for such Distribution Date, shall be payable to the Trust Administrator as additional compensation. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Basis Risk Cap Agreement to the Trust Administrator who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Class C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be treated as a partnership provided, that the Trust Administrator shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if any. All amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap Agreement) shall be treated as amounts distributed by REMIC 4 to the Holder of the Class C Interest and by REMIC 4 to the Holder of the Class C Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Floating Rate Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Holders of the Class C Certificates or their designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Floating Rate Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class C Certificate, each Class C Certificateholder hereby agrees to direct the Trust Administrator, and the Trust Administrator hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C Certificateholders. By accepting a Class C Certificate, each Class C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return and information reporting, the right of the Holders of the Floating Rate Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have more than a de minimis value.

Net WAC Rate Carryover Reserve Account. (a) No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself itself, as agent for the Trustee, a separate, segregated trust account titled, “"Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for the registered Holders holders of Soundview Mortgage Loan Trust 2006-EQ2Argent Securities Inc., Asset-Backed Pass-Through Certificates, Series 20062003-EQ2W9.” All amounts deposited " On the Closing Date, ▇▇▇ ▇▇▇▇▇▇tor shall deposit, or cause to be deposited, into the Net WAC Rate Carryover Reserve Account $1,000. In addition, the amount in the Net WAC Rate Carryover Reserve Account shall be distributed to include any payments received by the Trustee under the Cap Contracts and deposited into the Net WAC Rate Carryover Reserve Account for the benefit of the Holders of the Floating Rate Certificates in the manner set forth in Section 4.01(d). Offered Certificates. (b) On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Rate Class A Certificates (after taking into account or the remaining Initial Net WAC Rate Carryover Reserve Account Deposit)Mezzanine Certificates, the Trust Administrator Trustee has been directed by the Class C CE Certificateholders to, and therefore willshall, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(c)(v)amount of such Net WAC Rate Carryover Amount, rather than distributing such amounts to the Class C CE Certificateholders. In addition, any payments received by the Trust Administrator under the Basis Risk Cap Agreement on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates, and will shall distribute such amounts to the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(d4.01(b). On each If no Net 128 WAC Rate Carryover Amounts are payable on a Distribution Date, any the Trustee shall deposit into the Net WAC Rate Carryover Reserve Account on behalf of the Class CE Certificateholders, from amounts remaining otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trust Administrator under the Basis Risk Cap Agreement) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates for such Distribution Date, shall be payable to the Trust Administrator as additional compensation. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its AffiliatesAccount, the Depositor shall refund or cause such Affiliate aggregate amount on deposit therein is equal to refund any amounts paid to it under the Basis Risk Cap Agreement to the Trust Administrator who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for $1,000. (c) For federal and state income and state and local franchise tax purposes, the Class CE Certificateholders shall be deemed to be the owners of the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Class C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be treated as a partnership provided, that the Trust Administrator shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if any. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap Agreementinitial deposit therein of $1,000) shall be treated as amounts distributed by REMIC 4 II to the Holder Holders of the Class C CE Interest and by REMIC 4 III to the Holder Holders of the Class C CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Floating Rate Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will shall be released by the Trust and distributed to the Holders of the Class C Certificates CE Certificateholders or their designeedesignees. The Net WAC Rate Carryover Reserve Account will shall be part of the Trust but not part of any REMIC and any payments to the Holders of the Floating Rate Class A Certificates or the Mezzanine Certificates of Net WAC Rate Carryover Amounts will shall not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). . (d) By accepting a Class C CE Certificate, each Class C CE Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C CE Certificateholders. By accepting a Class C CE Certificate, each Class C CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit . (e) At the written direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee shall direct any depository institution maintaining the Net WAC Rate Carryover Reserve Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Net WAC Rate Carryover Reserve Account is received by the Trustee, the Trustee shall remain uninvestedinvest the funds in the Deutsche Bank Institutional Cash Management Fund 541 so long as it is a Permitted Investment. Interest earned on such investment shall be deposited into the Net WAC Rate Carryover Reserve Account. (f) For federal tax return and information reporting, the right of the Holders of the Floating Rate Class A Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net Wac Rate Carryover Amount shall be assigned a value of zero. Further, for federal tax return and information reporting, the right of the Holders of the Mezzanine Certificates to receive payments from the Net WAC Cap Carry Forward Amounts Rate Carryover Reserve Account in respect of any Net Wac Rate Carryover Amount may have more than a de minimis valuebe obtained from the Trustee upon request. Such information will be provided to the Trustee by the Underwriter on or prior to the Closing Date.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator shall establish and maintain with itself a separate, segregated trust account titled, “▇▇▇▇▇ Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-HE4, Mortgage Pass-Through Certificates, Series 2006-HE4—Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Soundview Mortgage Loan Trust 2006-EQ2, Asset-Backed Certificates, Series 2006-EQ2.” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Floating Rate Class A Certificates and/or the Mezzanine Certificates in the manner set forth in Section 4.01(d)4.01. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Rate Class A Certificates (after taking into account and/or the remaining Initial Net WAC Rate Carryover Reserve Account Deposit)Mezzanine Certificates, the Trust Administrator has been directed by the Class C CE Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(c)(v4.01(e)(v), rather than distributing such amounts to the Class C CE Certificateholders. In addition, any payments received by the Trust Administrator under the Basis Risk Cap Agreement on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator shall hold all such amounts for the benefit of the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Floating Rate Class A Certificates and/or the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(d4.01(a). On each Distribution Date, any amounts remaining in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trust Administrator under the Basis Risk Cap Agreement) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates for such Distribution Date, shall be payable to the Trust Administrator as additional compensation. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Basis Risk Cap Agreement to the Trust Administrator who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class C CE Certificates unless and until the date when either (a) there is more than one Class C CE Certificateholder or (b) any Class of Certificates in addition to the Class C CE Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be treated as a partnership grantor trust; provided, that the Trust Administrator shall not be required to prepare and file partnership grantor trust tax returns in respect of such partnership grantor trust unless it receives additional reasonable compensation (not to exceed $10,000 per year) from the Holders of the Class CE Certificates for the preparation of such filings, written notification recognizing the creation of a partnership agreement or grantor trust and comparable documentation evidencing the partnershipgrantor trust, if any. All amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap Agreement) shall be treated as amounts distributed by REMIC 4 III to the Holder of the Class C CE Interest and by REMIC 4 IV to the Holder of the Class C CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Floating Rate Class A and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Holders of the Class C Certificates Seller or their its designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Floating Rate Class A and the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class C CE Certificate, each Class C CE Certificateholder hereby agrees to direct the Trust Administrator, and the Trust Administrator hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C CE Certificateholders. By accepting a Class C CE Certificate, each Class C CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return and information reporting, the right of the Holders of the Floating Rate Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have more than a de minimis value.

Net WAC Rate Carryover Reserve Account. (a) No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself itself, as agent for the Trustee, a separate, segregated trust account titled, “Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for the registered Holders of Soundview Ameriquest Mortgage Loan Trust 2006-EQ2Securities Inc., Asset-Backed Pass-Through Certificates, Series 20062005-EQ2R7.” All amounts deposited in The Trustee shall deposit into the Net WAC Rate Carryover Reserve Account shall be distributed any payments received by it pursuant to the Holders of the Floating Rate Certificates in the manner set forth in Section 4.01(d4.01(a)(4)(iv). . (b) On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Adjustable-Rate Certificates (after taking into account the remaining Initial Net WAC Rate Carryover Reserve Account Deposit)Certificates, the Trust Administrator Trustee has been directed by the Class C CE Certificateholders to, and therefore willshall, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(c)(v), amount of such Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C CE Certificateholders. In addition, any payments received by the Trust Administrator under the Basis Risk Cap Agreement on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Floating Adjustable-Rate Certificates, and will shall distribute such amounts to the Holders of the Floating Adjustable-Rate Certificates in the amounts and priorities set forth in Section 4.01(d4.01(a). On each Distribution Date. (c) For federal and state income tax purposes, any amounts remaining in the Class CE Certificateholders shall be deemed to be the owners of the Net WAC Rate Carryover Reserve Account (representing payments received by the Trust Administrator under the Basis Risk Cap Agreement) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates for such Distribution Date, shall be payable to the Trust Administrator as additional compensation. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Basis Risk Cap Agreement to the Trust Administrator who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Class C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be treated as a partnership provided, that the Trust Administrator shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if any. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap Agreement) shall be treated as amounts distributed by REMIC 4 IV to the Holder Holders of the Class C Interest and by REMIC 4 to the Holder of the Class C CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the TrustTrust Fund, or the payment in full of the Floating Adjustable-Rate Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will shall be released by the Trust and distributed to the Holders of the Class C Certificates CE Certificateholders or their designeedesignees. The Net WAC Rate Carryover Reserve Account will shall be part of the Trust but not part of any REMIC and any payments to the Holders of the Floating Adjustable-Rate Certificates of Net WAC Rate Carryover Amounts will shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). . (d) By accepting a Class C CE Certificate, each Class C CE Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C CE Certificateholders. By accepting a Class C CE Certificate, each Class C CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit . (e) At the written direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee shall direct any depository institution maintaining the Net WAC Rate Carryover Reserve Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Net WAC Rate Carryover Reserve Account is received by the Trustee, the Trustee shall remain uninvestedinvest the funds in the Deutsche Bank Institutional Cash Management Fund 541 so long as it is a Permitted Investment. Interest earned on such investment shall be deposited into the Net WAC Rate Carryover Reserve Account. (f) For federal income tax return and information reporting, the value assigned to the right of the Holders of the Floating Rate Class A and Mezzanine Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have more than a Rate Carryover Amount shall be de minimis valueminimis.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Soundview Mortgage Home Loan Trust 20062005-EQ2, OPT2 Asset-Backed Certificates, Series 20062005-EQ2.OPT2” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Floating Rate Certificates in the manner set forth in Section 4.01(d). On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Rate Certificates (after taking into account the remaining Initial Net WAC Rate Carryover Reserve Account Deposit)Certificates, the Trust Administrator Trustee has been directed by the Class C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(c)(v4.01(d)(iv), rather than distributing such amounts to the Class C Certificateholders. In addition, any payments received by the Trust Administrator Trustee under the Basis Risk Cap Agreement Contract on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Floating Rate Certificates, and will distribute such amounts to the Holders of the Floating Rate Certificates in the amounts and priorities set forth in Section 4.01(d). On each or after the Distribution DateDate on which the Certificate Principal Balance of the Floating Rate Certificates are reduced to zero, any amounts remaining in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trust Administrator Trustee under the Basis Risk Cap AgreementContract) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates for such Distribution Date, shall be payable to the Trust Administrator as additional compensationcounterparty under the Cap Contract. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Basis Risk Cap Agreement Contract to the Trust Administrator Trustee who shall, pursuant to the terms of the Basis Risk Cap AgreementContract, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for For federal and state income and state and local franchise tax purposes, the Trustee will be deemed to be the owner of the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Class C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be treated as a partnership provided, that the Trust Administrator shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if anyAccount. All amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap AgreementContract) shall be treated as amounts distributed by REMIC 4 2 to the Holder of the Class C Interest and by REMIC 4 3 to the Holder of the Class C Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Floating Rate Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Holders of the Class C Certificates Trustee or their its designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Floating Rate Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class C Certificate, each Class C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C Certificateholders. By accepting a Class C Certificate, each Class C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return and information reporting, the right value of the Holders of the Floating Rate Certificates right to receive payments from the Net WAC Rate Carryover Reserve Account in respect is $203,000,000. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall or shall cause such Affiliate to refund any Net WAC amounts paid to it under the Cap Carry Forward Amounts may have more than a de minimis valueContract to the Trustee who shall, pursuant to the Cap Contract, return such amount to the counterparty thereunder.

Net WAC Rate Carryover Reserve Account. (a) No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself itself, as agent for the Trustee, a separate, segregated trust account titled, “"Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for the registered Holders holders of Soundview Mortgage Loan Trust 2006-EQ2Argent Securities Inc., Asset-Backed Pass-Through Certificates, Series 20062003-EQ2W4.” All amounts deposited " On the Closing Date, ▇▇▇ ▇▇▇▇▇▇tor will deposit, or cause to be deposited, into the Net WAC Rate Carryover Reserve Account $1,000. In addition, the amount in the Net WAC Rate Carryover Reserve Account shall be distributed to include any payments received by the Trustee under the Cap Contracts and deposited into the Net WAC Rate Carryover Reserve Account for the benefit of the Holders of the Floating Rate Certificates in the manner set forth in Section 4.01(d). Offered Certificates. (b) On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Rate Class A Certificates (after taking into account or the remaining Initial Net WAC Rate Carryover Reserve Account Deposit)Mezzanine Certificates, the Trust Administrator Trustee has been directed by the Class C CE Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(c)(v)amount of such Net WAC Rate Carryover Amount, rather than distributing such amounts to the Class C CE Certificateholders. In addition, any payments received by the Trust Administrator under the Basis Risk Cap Agreement on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(d4.01(b). On each If no Net WAC Rate Carryover Amounts are payable on a Distribution Date, any the Trustee shall deposit into the Net WAC Rate Carryover Reserve Account on behalf of the Class CE Certificateholders, from amounts remaining otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trust Administrator under the Basis Risk Cap Agreement) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates for such Distribution Date, shall be payable to the Trust Administrator as additional compensation. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its AffiliatesAccount, the Depositor shall refund or cause such Affiliate aggregate amount on deposit therein is equal to refund any amounts paid to it under the Basis Risk Cap Agreement to the Trust Administrator who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder$1,000. It is the intention of the parties hereto that, for 106 (c) For federal and state income and state and local franchise tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Class C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be treated as a partnership provided, that the Trust Administrator shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if any. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap Agreementinitial deposit therein of $1,000) shall be treated as amounts distributed by REMIC 4 II to the Holder Holders of the Class C Interest and by REMIC 4 to the Holder of the Class C CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Floating Rate Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Holders of the Class C Certificates CE Certificateholders or their designeedesignees. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Floating Rate Class A Certificates or the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). . (d) By accepting a Class C CE Certificate, each Class C CE Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C CE Certificateholders. By accepting a Class C CE Certificate, each Class C CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit . (e) At the written direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee shall direct any depository institution maintaining the Net WAC Rate Carryover Reserve Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Net WAC Rate Carryover Reserve Account is received by the Trustee, the Trustee shall remain uninvestedinvest the funds in the Deutsche Bank Institutional Cash Management Fund 541 so long as it is a Permitted Investment. Interest earned on such investment shall be deposited into the Net WAC Rate Carryover Reserve Account. (f) For federal tax return and information reporting, the right of the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have more than Wac Rate Carryover Amount shall be assigned a de minimis valuevalue of zero.

Net WAC Rate Carryover Reserve Account. No later than (a) On or before the Closing Date, the Trust Securities Administrator shall establish and maintain with itself a separateNet WAC Rate Carryover Reserve Account on behalf of the Holders of the Notes. On the Closing Date, segregated trust account titled, the Depositor shall cause an amount equal to the Net WAC Rate Carryover Reserve Account Deposit to be deposited in the Net WAC Rate Carryover Reserve Account. The Net WAC Rate Carryover Reserve Account shall be an Eligible Account. The Net WAC Rate Carryover Reserve Account shall be entitled “Net WAC Rate Carryover Reserve Account, LaSalle Bank National Association, as Securities Administrator, on behalf of Deutsche Bank National Trust Company, as Indenture Trustee, in trust for registered Holders of Soundview Mortgage Loan Trust 2006-EQ2, Asset-Backed Certificates, Series 2006-EQ2.” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders benefit of the Floating Rate Certificates in the manner set forth in Section 4.01(d)Securityholders”. On each Distribution Payment Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Rate Certificates (after taking into account the remaining Initial Net WAC Rate Carryover Reserve Account Deposit)any Class of Notes, the Trust Securities Administrator has been directed by shall deposit the Class C Certificateholders to, and therefore will, deposit amounts payable pursuant to Section 6.01(a)(v)(5) this Agreement into the Net WAC Rate Carryover Reserve Account and the amounts described in Section 4.01(c)(v), rather than distributing such amounts to Securities Administrator has been directed by the Class C Certificateholders. In addition, any payments received by the Trust Administrator under the Basis Risk Cap Agreement on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator shall hold all such CE Certificateholder to distribute amounts for the benefit of the Holders of the Floating Rate Certificates, and will distribute such amounts to the Holders of the Floating Rate Certificates in the amounts and priorities set forth in Section 4.01(d). On each Distribution Date, any amounts remaining in the Net WAC Rate Carryover Reserve Account (representing payments received by to the Trust Administrator under Holders of the Basis Risk Cap Agreement) after Class A Notes. Any amount paid to the payment Class A Notes pursuant to the preceding sentence in respect of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates for such Distribution Date, shall be payable treated as distributed to the Trust Administrator as additional compensation. For so long as any Floating Rate Class CE Certificateholder in respect of the Class CE Certificates are beneficially owned and paid by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Basis Risk Cap Agreement Class CE Certificateholder to the Trust Administrator who shall, applicable Holders of Notes. Any payments to the Holders of Notes in respect of Net WAC Rate Carryover Amounts pursuant to the terms second preceding sentence shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Section 860(G)(a)(1) of the Basis Risk Cap Agreement, return such amount to Code. (b) The Net WAC Rate Carryover Reserve Account is an “outside reserve fund” within the counterparty thereundermeaning of Treasury Regulation Section 1.860G-2(h) and shall be an asset of the Trust Estate but not an asset of any REMIC. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class C CE Certificates unless and until the date when either (a) there is more than one Class C CE Certificateholder or (b) any Class of Certificates in addition to the Class C CE Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be treated as a partnership provided, that partnership. The Securities Administrator on behalf of the Trust Administrator shall not be required to prepare and file partnership tax returns in respect the nominal owner of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if any. All amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap Agreement) Account. The Class CE Certificateholder shall be treated as amounts distributed by REMIC 4 to the Holder beneficial owner of the Class C Interest and by REMIC 4 to the Holder of the Class C Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within Account, subject to the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination power of the Trust, or the payment in full of the Floating Rate Certificates, all Securities Administrator to transfer amounts remaining on deposit under this Section 5.07. Amounts in the Net WAC Rate Carryover Reserve Account will be released by shall, at the Trust and distributed to the Holders written direction of the Class C Certificates or their designee. The Net WAC Rate Carryover Reserve Account will CE Certificateholder, be part of invested in Permitted Investments that mature no later than the Trust but not part of any REMIC and any payments Business Day prior to the Holders next succeeding Payment Date. In the absence of the Floating Rate Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class C Certificatewritten instructions, each Class C Certificateholder hereby agrees to direct the Trust Administrator, and the Trust Administrator hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C Certificateholders. By accepting a Class C Certificate, each Class C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return All net income and information reportinggain from such investments shall be distributed to the Class CE Certificateholders, the right not as a distribution in respect of the Holders of the Floating Rate Certificates to receive payments from any interest in any REMIC, on such Payment Date. All amounts earned on amounts on deposit in the Net WAC Rate Carryover Reserve Account shall be taxable to the Class CE Certificateholder. Any losses on such investments shall be deposited in respect of any the Net WAC Cap Carry Forward Amounts may have more than a de minimis valueRate Carryover Reserve Account by the Class CE Certificateholder out of its own funds immediately as realized.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “"Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust CompanyWells Fargo Bank, N.A., as Trustee, in trust for the registered Holders holders of Soundview MASTR Asset Backed Securities Trust 2004-OPT1, Mortgage Loan Trust 2006Pass-EQ2, Asset-Backed Through Certificates, Series 2006-EQ2.” All " The amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to consist of any payments received by the Holders Trustee under the Cap Contracts and deposited into the Net WAC Carryover Reserve Account for the benefit of the Floating Rate Class A Certificates in and the manner set forth in Section 4.01(d)Mezzanine Certificates. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Rate Class A Certificates (after taking into account and/or the remaining Initial Net WAC Rate Carryover Reserve Account Deposit)Mezzanine Certificates, the Trust Administrator Trustee has been directed by the Class C CE Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(c)(v4.01(a)(4)(xv), rather than distributing such amounts to the Class C CE Certificateholders. In addition, any payments received by the Trust Administrator under the Basis Risk Cap Agreement on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Floating Rate Class A Certificates and/or the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(d). On each Distribution DateFor federal and state income tax purposes, any amounts remaining in the Class CE Certificateholders will be deemed to be the owners of the Net WAC Rate Carryover Reserve Account (representing payments received by the Trust Administrator under the Basis Risk Cap Agreement) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates for such Distribution Date, shall be payable to the Trust Administrator as additional compensation. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Basis Risk Cap Agreement to the Trust Administrator who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Class C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be treated as a partnership provided, that the Trust Administrator shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if any. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap Agreement) shall be treated as amounts distributed by REMIC 4 II to the Holder Holders of the Class C Interest and by REMIC 4 to the Holder of the Class C CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the TrustTrust Fund, or the payment in full of the Floating Rate Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust Fund and distributed to the Holders of the Class C Certificates CE Certificateholders or their designeedesignees. The Net WAC Rate Carryover Reserve Account will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Floating Rate Class A Certificates or the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class C CE Certificate, each Class C CE Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C CE Certificateholders. By accepting a Class C CE Certificate, each Class C CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit At the direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee shall direct any depository institution maintaining the Net WAC Rate Carryover Reserve Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Net WAC Rate Carryover Reserve Account is received by the Trustee, the Trustee shall remain uninvestedinvest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Net WAC Rate Carryover Reserve Account. For federal tax return and information reporting, the value of the right of the Holders of Class A Certificateholders and the Floating Rate Certificates Mezzanine Certificateholders to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts Wac Rate Carryover Amount may have more than a de minimis valuebe obtained from the Trustee upon request, provided that the Trustee has received such value from the Depositor.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “"Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Soundview Mortgage Loan Trust 20062005-EQ2A, Asset-Backed Certificates, Series 20062005-EQ2.” A." All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Floating Rate Certificates in the manner set forth in Section 4.01(d). On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Rate Certificates (after taking into account the remaining Initial Net WAC Rate Carryover Reserve Account Deposit)Certificates, the Trust Administrator Trustee has been directed by the Class C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(c)(v4.01(d)(iv), rather than distributing such amounts to the Class C Certificateholders. In addition, any payments received by the Trust Administrator Trustee under the Basis Risk Cap Agreement Contract on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Floating Rate Certificates, and will distribute such amounts to the Holders of the Floating Rate Certificates in the amounts and priorities set forth in Section 4.01(d). On each Distribution Date, any amounts remaining in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trust Administrator Trustee under the Basis Risk Cap AgreementContract) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates for such Distribution Date, shall be payable to the Trust Administrator as additional compensationTrustee. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Basis Risk Cap Agreement Contract to the Trust Administrator Trustee who shall, pursuant to the terms of the Basis Risk Cap AgreementContract, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for For federal and state income and state and local franchise tax purposes, the Trustee will be deemed to be the owner of the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Class C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be treated as a partnership provided, that the Trust Administrator shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if anyAccount. All amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap AgreementContract) shall be treated as amounts distributed by REMIC 4 2 to the Holder of the Class C Interest and by REMIC 4 3 to the Holder of the Class C Certificates. The Net WAC Rate Carryover Reserve Account will be an “"outside reserve fund” " within the meaning of Treasury Regulation regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Floating Rate Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Holders of the Class C Certificates Trustee or their its designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Floating Rate Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class C Certificate, each Class C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C Certificateholders. By accepting a Class C Certificate, each Class C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return and information reporting, the right value of the Holders of the Floating Rate Certificates right to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have more than a de minimis valueis $16,000.

Net WAC Rate Carryover Reserve Account. (a) No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself itself, as agent for the Trustee, a separate, segregated trust account titled, “"Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for the registered Holders holders of Soundview Ameriquest Mortgage Loan Trust 2006-EQ2Securities Inc., Asset-Backed Pass-Through Certificates, Series 20062003-EQ26.” All amounts deposited in " On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Floating Rate Certificates in the manner set forth in Section 4.01(d). $1,000. (b) On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Rate Certificates (after taking into account the remaining Initial Net WAC Rate Carryover Reserve Account Deposit)Class A Certificates, the Trust Administrator Class S Certificates or the Mezzanine Certificates, the Trustee has been directed by the Class C CE Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(c)(v)amount of such Net WAC Rate Carryover Amount, rather than distributing such amounts to the Class C CE Certificateholders. In addition, any payments received by the Trust Administrator under the Basis Risk Cap Agreement on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Floating Rate Class A Certificates, the Class S Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Floating Rate Class A Certificates, the Class S Certificates and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(d4.01(a). On each If no Net WAC Rate Carryover Amounts are payable on a Distribution Date, any the Trustee shall deposit into the Net WAC Rate Carryover Reserve Account on behalf of the Class CE Certificateholders, from amounts remaining otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trust Administrator under the Basis Risk Cap Agreement) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates for such Distribution Date, shall be payable to the Trust Administrator as additional compensation. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its AffiliatesAccount, the Depositor shall refund or cause such Affiliate aggregate amount on deposit therein is equal to refund any amounts paid to it under the Basis Risk Cap Agreement to the Trust Administrator who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for $1,000. (c) For federal and state income and state and local franchise tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Class C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be treated as a partnership provided, that the Trust Administrator shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if any. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap Agreementinitial deposit therein of $1,000) shall be treated as amounts distributed by REMIC 4 IV to the Holder Holders of the Class C Interest and by REMIC 4 to the Holder of the Class C CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Floating Rate Class A Certificates, 144 the Class S Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Holders of the Class C Certificates CE Certificateholders or their designeedesignees. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Floating Rate Class A Certificates, the Class S Certificates or the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). . (d) By accepting a Class C CE Certificate, each Class C CE Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C CE Certificateholders. By accepting a Class C CE Certificate, each Class C CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit . (e) At the written direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee shall direct any depository institution maintaining the Net WAC Rate Carryover Reserve Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Net WAC Rate Carryover Reserve Account is received by the Trustee, the Trustee shall remain uninvestedinvest the funds in the Deutsche Bank Institutional Cash Management Fund 541 so long as it is a Permitted Investment. Interest earned on such investment shall be deposited into the Net WAC Rate Carryover Reserve Account. (f) For federal tax return and information reporting, the right of the Holders of the Floating Rate Class A Certificates, the Class S Certificates and the Mezzanine Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have more than Wac Rate Carryover Amount shall be assigned a de minimis valuevalue of zero.

Net WAC Rate Carryover Reserve Account. (a) No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself itself, as agent for the Trustee, a separate, segregated trust account titled, “"Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for the registered Holders of Soundview Ameriquest Mortgage Loan Trust 2006-EQ2Securities Inc., Asset-Backed Pass-Through Certificates, Series 20062003-EQ2IA1.” All amounts deposited in " On the Closi▇▇ ▇▇▇▇, ▇▇▇ Depositor will deposit, or cause to be deposited, into the Net WAC Rate Carryover Reserve Account $1,000. In addition, the Trustee shall be distributed to deposit into the Holders of Net WAC Rate Carryover Reserve Account any payments received by it under the Floating Rate Certificates in the manner set forth in Section 4.01(d). Cap Contract. (b) On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Rate Certificates (after taking into account the remaining Initial Net WAC Rate Carryover Reserve Account Deposit)Class A Certificates, the Trust Administrator Class S Certificates or the Mezzanine Certificates, the Trustee has been directed by the Class C CE Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(c)(v)amount of such Net WAC Rate Carryover Amount, rather than distributing such amounts to the Class C CE Certificateholders. In addition, any payments received by the Trust Administrator under the Basis Risk Cap Agreement on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Floating Rate Class A Certificates, the Class S Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Floating Rate Class A Certificates, the Class S Certificates and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(d4.01(a). On each If no Net WAC Rate Carryover Amounts are payable on a Distribution Date, any the Trustee shall deposit into the Net WAC Rate Carryover Reserve Account on behalf of the Class CE Certificateholders, from amounts remaining otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trust Administrator under the Basis Risk Cap Agreement) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates for such Distribution Date, shall be payable to the Trust Administrator as additional compensation. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its AffiliatesAccount, the Depositor shall refund or cause such Affiliate aggregate amount on deposit therein is equal to refund any amounts paid to it under the Basis Risk Cap Agreement to the Trust Administrator who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for $1,000. (c) For federal and state income and state and local franchise tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Class C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be treated as a partnership provided, that the Trust Administrator shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if any. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap Agreementinitial deposit therein of $1,000) shall be treated as amounts distributed by REMIC 4 III to the Holder Holders of the Class C Interest and by REMIC 4 to the Holder of the Class C CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Floating Rate Class A Certificates, the Class S Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Holders of the Class C Certificates CE Certificateholders or their designeedesignees. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Floating Rate Class A Certificates, the Class S Certificates or the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). . (d) By accepting a Class C CE Certificate, each Class C CE Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C CE Certificateholders. By accepting a Class C CE Certificate, each Class C CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit . (e) At the written direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee shall direct any depository institution maintaining the Net WAC Rate Carryover Reserve Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Net WAC Rate Carryover Reserve Account is received by the Trustee, the Trustee shall remain uninvestedinvest the funds in the Deutsche Bank Institutional Cash Management Fund 541 so long as it is a Permitted Investment. Interest earned on such investment shall be deposited into the Net WAC Rate Carryover Reserve Account. (f) For federal tax return and information reporting, the right of the Holders of the Floating Rate Class A Certificates, the Class S Certificates and the Mezzanine Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have more than Wac Rate Carryover Amount shall be assigned a de minimis valuevalue of zero.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “"Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Soundview Mortgage Fremont Home Loan Trust 20062004-EQ22, Asset-Backed Certificates, Series 20062004-EQ22.” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Floating Rate Certificates in the manner set forth in Section 4.01(d). " On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Rate Certificates (after taking into account the remaining Initial Net WAC Rate Carryover Reserve Account Deposit)Date, the Trust Administrator Trustee has been directed by the Class C Certificateholders to, and therefore willshall, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(c)(v4.01(d)(xxiv), rather than distributing such amounts to the Class C Certificateholders. In addition, any payments received by the Trust Administrator Trustee under the Basis Risk Cap Agreement 105 Contract on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Floating Rate Certificates, and will shall distribute such amounts from the Net WAC Rate Carryover Reserve Account to the Holders of the Floating Rate Certificates in the amounts and priorities set forth in Section 4.01(d4.01(e). On each Distribution Date, any amounts remaining in the Net WAC Rate Carryover Reserve Account (representing payments received by after the Trust Administrator under payment of any Net WAC Rate Carryover Amounts on the Basis Risk Cap Agreement) Class A Certificates, the Mezzanine Certificates and the Class B Certificates for such Distribution Date, shall be payable to the Trustee. On each Distribution Date, any amounts remaining in the Net WAC Rate Reserve Account after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates for such Distribution Date, shall be payable to the Trust Administrator as additional compensation. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Basis Risk Cap Agreement to the Trust Administrator who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, retained in the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from Account. On the Holder Distribution Date on which the Certificate Principal Balances of the Class C Floating Rate Certificates unless have been reduced to zero, after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates for such Distribution Date, and until on each Distribution Date thereafter, the date when either (a) there is more than one Class C Certificateholder or (b) Trustee shall withdraw any Class of Certificates in addition to the Class C Certificates is recharacterized as an equity interest amount on deposit in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is and shall distribute such amount to the intention Holders of the parties hereto thatClass C Certificates. In addition, for federal and state income and state and local franchise tax purposesupon any earlier termination of the Trust, after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates, the Trustee shall withdraw any amount on deposit in the Net WAC Rate Carryover Reserve Account and shall distribute such amount to the Holders of the Class C Certificates. For federal and state income tax purposes, the Class C Certificateholders will be treated as a partnership provided, that deemed to be the Trust Administrator shall not be required to prepare owners of the Net WAC Rate Carryover Reserve Account and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if any. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than any amounts received under deposited pursuant to the Basis Risk Cap AgreementContract) shall be treated as amounts distributed by REMIC 4 2 to the Holder Holders of the Class C Interest and by REMIC 4 the Class C Interest to the Holder of the Class C Certificates. The Net WAC Rate Carryover Reserve Account will be an “"outside reserve fund” " within the meaning of Treasury Regulation regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Floating Rate Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Holders of the Class C Certificates or their designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Floating Rate Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class C Certificate, each Class C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above in Section 4.01(d)(xxiv) on each Distribution Date as to which there is any Net WAC Rate Carryover Amount (in excess of the amount received under the Cap Contract) rather than distributing such amounts to the Class C Certificateholders. By accepting a Class C Certificate, each Class C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts All amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return and information reporting, the right of the Holders of the Floating Rate Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have more than Rate Carryover Amount shall be assigned a de minimis valuevalue of zero.

Net WAC Rate Carryover Reserve Account. (a) No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself itself, a separate, segregated trust account (the "Net WAC Rate Carryover Reserve Account") titled, “"Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company▇▇▇▇▇ Fargo Bank, N.A., as Trustee, in trust for the registered Holders holders of Soundview ▇▇▇▇▇▇▇▇▇▇ Mortgage Loan Trust 2006-EQ2, Asset-Backed CertificatesTrust, Series 2006▇▇▇▇-EQ2▇▇▇, ▇▇▇▇▇ Backed Pass-Through Certificates.” " On the Business Day prior to each Distribution Date, the Trustee will deposit any amounts received under the Cap Contracts into the Net WAC Carryover Reserve Account. All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates in the manner set forth in Section 4.01(d4.01(a)(4). . (b) On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Rate Class A Certificates (after taking into account or the remaining Initial Net WAC Rate Carryover Reserve Account Deposit)Mezzanine Certificates, the Trust Administrator Trustee has been directed by the Class C CE Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(c)(v4.01(a)(4), rather than distributing such amounts to the Class C CE Certificateholders. In addition, any payments received by the Trust Administrator under the Basis Risk Cap Agreement on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(d4.01(a)(4). On each Distribution Date. (c) For federal and state income tax purposes, any amounts remaining in the Class CE Certificateholders will be deemed to be the owners of the Net WAC Rate Carryover Reserve Account (representing payments received by the Trust Administrator under the Basis Risk Cap Agreement) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates for such Distribution Date, shall be payable to the Trust Administrator as additional compensation. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Basis Risk Cap Agreement to the Trust Administrator who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Class C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be treated as a partnership provided, that the Trust Administrator shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if any. All amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under paid on the Basis Risk Cap AgreementContracts) shall be treated as amounts distributed by REMIC 4 II to the Holder Holders of the Class C Interest and by REMIC 4 to the Holder of the Class C CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the TrustTrust Fund, or the payment in full of the Floating Rate Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust Fund and distributed to the Holders of the Class C Certificates CE Certificateholders or their designeedesignees. The Net WAC Rate Carryover Reserve Account will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Floating Rate Class A Certificates or the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). . (d) By accepting a Class C CE Certificate, each Class C CE Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C CE Certificateholders. By accepting a Class C CE Certificate, each Class C CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. . (e) Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. . (f) For federal tax return and information reporting, the right of the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have more than Rate Carryover Amount shall be assigned a de minimis valuevalue of $1,000 and $1,000, respectively.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator shall establish and maintain with itself a separate, segregated trust account titled, “W▇▇▇▇ Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-AM2, Mortgage Pass-Through Certificates, Series 2006-AM2—Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Soundview Mortgage Loan Trust 2006-EQ2, Asset-Backed Certificates, Series 2006-EQ2.” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Floating Rate Class A Certificates and/or the Mezzanine Certificates in the manner set forth in Section 4.01(d)4.01. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Rate Class A Certificates (after taking into account and/or the remaining Initial Net WAC Rate Carryover Reserve Account Deposit)Mezzanine Certificates, the Trust Administrator has been directed by the Class C CE Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(c)(v4.01(e)(v), rather than distributing such amounts to the Class C CE Certificateholders. In addition, any payments received by the Trust Administrator under the Basis Risk Cap Agreement on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator shall hold all such amounts for the benefit of the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Floating Rate Class A Certificates and/or the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(d4.01(a). On each Distribution Date, any amounts remaining in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trust Administrator under the Basis Risk Cap Agreement) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates for such Distribution Date, shall be payable to the Trust Administrator as additional compensation. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Basis Risk Cap Agreement to the Trust Administrator who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class C CE Certificates unless and until the date when either (a) there is more than one Class C CE Certificateholder or (b) any Class of Certificates in addition to the Class C CE Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account Supplemental Interest Trust be treated as a partnership provided, that the Trust Administrator shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if anygrantor trust. All amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap Agreement) shall be treated as amounts distributed by REMIC 4 III to the Holder of the Class C CE Interest and by REMIC 4 IV to the Holder of the Class C CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Floating Rate Class A and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Holders of the Class C Certificates Seller or their its designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Floating Rate Class A and the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class C CE Certificate, each Class C CE Certificateholder hereby agrees to direct the Trust Administrator, and the Trust Administrator hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C CE Certificateholders. By accepting a Class C CE Certificate, each Class C CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return and information reporting, the right of the Holders of the Floating Rate Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have more than a de minimis value.

Net WAC Rate Carryover Reserve Account. (a) No later than the Closing Date, the Trust Administrator Paying Agent shall establish and maintain with itself a separate, segregated trust account titled, “"Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust CompanyCitibank, N.A., as TrusteePaying Agent, in trust for the registered Holders holders of Soundview Citigroup Mortgage Loan Trust 2006-EQ2Trust, Asset-Backed Pass-Through Certificates, Series 20062005-EQ2HE1.” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Floating Rate Certificates in the manner set forth in Section 4.01(d). " (b) On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Rate Certificates (after taking into account the remaining Initial Net WAC Rate Carryover Reserve Account Deposit)Date, the Trust Administrator Paying Agent has been directed by the Class C CE Certificateholders to, and therefore willshall, deposit into the Net WAC Rate Carryover Reserve Account the amount by which any Net WAC Rate Carryover Amounts for such Distribution Date exceed the amounts described in Section 4.01(c)(v)received by the Paying Agent under the Cap Contracts, rather than distributing such amounts to the Class C CE Certificateholders. In addition, any payments received by the Trust Administrator under the Basis Risk Cap Agreement on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Paying Agent shall hold all such amounts for the benefit of the Holders of the Floating Rate Certificates, and will shall distribute the aggregate Net WAC Rate Carryover Amount, if any, for such amounts Distribution Date from the Net WAC Rate Carryover Reserve Account to the Holders of the Floating Rate Certificates in the amounts and priorities set forth in Section 4.01(d4.01(g). On each Distribution Date, after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates, any amounts remaining in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trust Administrator Paying Agent under the Basis Risk Cap Agreement) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates for such Distribution DateContracts), shall be payable to the Trust Administrator Paying Agent as additional compensation. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its Affiliatescompensation to it, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Basis Risk Cap Agreement subject to the Trust Administrator who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for immediately following paragraph. (c) For federal and state income and state and local franchise tax purposes, the Class CE Certificateholders shall be deemed to be the owners of the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Class C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be treated as a partnership provided, that the Trust Administrator shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if any. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap Agreement) shall be treated as amounts distributed by REMIC 4 II to the Holder Holders of the Class C Interest and by REMIC 4 to the Holder of the Class C CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the TrustTrust Fund, or the payment in full of the Floating Rate Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will shall be released by the Trust Fund and distributed to the Holders of the Class C Certificates CE Certificateholders or their designeedesignees. The Net WAC Rate Carryover Reserve Account will shall be part of the Trust Fund but not part of any Trust REMIC and any payments to the Holders of the Floating Rate Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). . (d) By accepting a Class C CE Certificate, each Class C CE Certificateholder hereby agrees to direct the Trust AdministratorPaying Agent, and the Trust Administrator Paying Agent is hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C CE Certificateholders. By accepting a Class C CE Certificate, each Class C CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts . (e) All amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. . (f) For federal tax return and information reporting, the right of the Holders of the Floating Rate Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have more than Wac Rate Carryover Amount shall be assigned a de minimis valuevalue of 32,000 (with respect to the Group I Certificates), 27,000 (with respect to the Group II Certificates), 65,000 (with respect to the Group III Certificates) and 143,000 (with respect to the Mezzanine Certificates).

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “"Net WAC Rate Carryover Reserve Account, Deutsche ▇▇▇▇▇ Fargo Bank Minnesota, National Trust CompanyAssociation, as Trustee, in trust for registered Holders of Soundview First Franklin Mortgage Loan Trust 20062003-EQ2FF2, Asset-Backed Certificates, Series 20062003-EQ2FF2.” " On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Net WAC Rate Carryover Reserve Account $1,000. All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates in the manner set forth in Section 4.01(d). On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Rate Class A Certificates (after taking into account or the remaining Initial Net WAC Rate Carryover Reserve Account Deposit)Mezzanine Certificates, the Trust Administrator Trustee has been directed by the Class C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(c)(v4.01(d)(x), rather than distributing such amounts to the Class C Certificateholders. In addition, any payments received by the Trust Administrator under the Basis Risk Cap Agreement on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(d). If no Net WAC Rate Carryover Amounts are payable on a Distribution Date, the Trustee shall deposit into the Net WAC Rate Carryover Reserve Account on behalf of the Class C Certificateholders, from amounts otherwise distributable to the Class C Certificateholders, an amount such that when added to other amounts already on deposit in the Net WAC Rate Carryover Reserve Account, the aggregate amount on deposit therein is equal to $1,000. 100 On each Distribution Date, any amounts remaining in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trust Administrator under the Basis Risk Cap Agreementother than $1,000 as set forth above) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Class A Certificates and the Mezzanine Certificates for such Distribution Date, shall be payable to the Trust Administrator as additional compensationHolders of the Class C Certificates. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Basis Risk Cap Agreement to the Trust Administrator who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Class C Certificateholders will be deemed to be the owners of the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Class C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be treated as a partnership provided, that the Trust Administrator shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if any. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap Agreementinitial deposit therein of $1,000) shall be treated as amounts distributed by REMIC 4 2 to the Holder of the Class C Interest and by REMIC 4 to the Holder Holders of the Class C Certificates. The Net WAC Rate Carryover Reserve Account will be an “"outside reserve fund” " within the meaning of Treasury Regulation regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Floating Rate Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Holders of the Class C Certificates Certificateholders or their designeedesignees. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Floating Rate Class A Certificates or the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class C Certificate, each Class C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C Certificateholders. By accepting a Class C Certificate, each Class C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit At the direction of the Holders of a majority in Percentage Interest in the Class C Certificates, the Trustee shall direct any depository institution maintaining the Net WAC Rate Carryover Reserve Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class C Certificates with respect to the Net WAC Rate Carryover Reserve Account is received by the Trustee, the Trustee shall remain uninvestedinvest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. For federal tax return and information reporting, the right of the Holders of the Floating Rate Class A Certificates and the Holders of the Mezzanine Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have more than Rate Carryover Amount shall be assigned a de minimis value.value of zero. 101

Net WAC Rate Carryover Reserve Account. (a) No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself itself, as agent for the Trustee, a separate, segregated trust account titled, “"Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for the registered Holders holders of Soundview Ameriquest Mortgage Loan Trust 2006-EQ2Securities Inc., Asset-Backed Pass-Through Certificates, Series 20062002-EQ24.” All amounts deposited in " On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Net WAC Rate Carryover Reserve Account $1,000. In addition, the amount deposited in the Net WAC 123 Rate Carryover Reserve Account shall be distributed to increased by any payments received by the Holders Trustee under the Cap Contract and deposited into the Net WAC Rate Carryover Reserve Account for the benefit of the Floating Rate Class A-2 Certificates in and the manner set forth in Section 4.01(d). Class M-1 Certificates. (b) On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Rate Certificates (after taking into account the remaining Initial Net WAC Rate Carryover Reserve Account Deposit)Class A Certificates, the Trust Administrator Class S Certificates or the Mezzanine Certificates, the Trustee has been directed by the Class C CE Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(c)(v)amount of such Net WAC Rate Carryover Amount, rather than distributing such amounts to the Class C CE Certificateholders. In addition, any payments received by the Trust Administrator under the Basis Risk Cap Agreement on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Floating Rate Class A Certificates, the Class S Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Floating Rate Class A Certificates, the Class S Certificates and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(d4.01(a). On each If no Net WAC Rate Carryover Amounts are payable on a Distribution Date, any the Trustee shall deposit into the Net WAC Rate Carryover Reserve Account on behalf of the Class CE Certificateholders, from amounts remaining otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trust Administrator under the Basis Risk Cap Agreement) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates for such Distribution Date, shall be payable to the Trust Administrator as additional compensation. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its AffiliatesAccount, the Depositor shall refund or cause such Affiliate aggregate amount on deposit therein is equal to refund any amounts paid to it under the Basis Risk Cap Agreement to the Trust Administrator who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for $1,000. (c) For federal and state income and state and local franchise tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Class C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be treated as a partnership provided, that the Trust Administrator shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if any. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap Agreementinitial deposit therein of $1,000) shall be treated as amounts distributed by REMIC 4 III to the Holder Holders of the Class C Interest and by REMIC 4 to the Holder of the Class C CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Floating Rate Class A Certificates, the Class S Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Holders of the Class C Certificates CE Certificateholders or their designeedesignees. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Floating Rate Class A Certificates, the Class S Certificates or the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). . (d) By accepting a Class C CE Certificate, each Class C CE Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C CE Certificateholders. By accepting a Class C CE Certificate, each Class C CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit . (e) At the written direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee shall direct any depository institution maintaining the Net WAC Rate Carryover Reserve Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an 124 Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Net WAC Rate Carryover Reserve Account is received by the Trustee, the Trustee shall remain uninvestedinvest the funds in the Deutsche Cash Management Fund 541 so long as it is a Permitted Investment. Interest earned on such investment shall be deposited into the Net WAC Rate Carryover Reserve Account. (f) For federal tax return and information reporting, the right of the Holders of the Floating Rate Class A Certificates, the Class S Certificates and the Mezzanine Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have more than Wac Rate Carryover Amount shall be assigned a de minimis valuevalue of zero.

Net WAC Rate Carryover Reserve Account. (a) No later than the Closing Date, the Trust Administrator Paying Agent shall establish and maintain with itself a separate, segregated trust account titled, “Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Soundview Mortgage Loan Trust 2006-EQ2, Asset-Backed Certificates, Series 2006-EQ2.” All amounts deposited in the Group I Net WAC Rate Carryover Reserve Account shall be distributed to and the Holders of the Floating Rate Certificates in the manner set forth in Section 4.01(d). On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Rate Certificates (after taking into account the remaining Initial Group II Net WAC Rate Carryover Reserve Account Deposit)Citibank, N.A., as Paying Agent, in trust for the registered holders of Citigroup Mortgage Loan Trust Inc., Asset-Backed Pass-Through Certificates, Series 2005-WF2.” (b) On each Distribution Date, the Trust Administrator Paying Agent has been directed by the related Class C CE Certificateholders to, and therefore willshall, deposit into the related Net WAC Rate Carryover Reserve Account the sum of (A) the Cap Amount for such Distribution Date and (B) the amount by which any related Net WAC Rate Carryover Amounts for such Distribution Date exceed the amounts described in Section 4.01(c)(v)received by the Paying Agent under the related Cap Contract, rather than distributing such amounts to the related Class C CE Certificateholders. In addition, any payments received by the Trust Administrator under the Basis Risk Cap Agreement on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Paying Agent shall hold all such amounts for the benefit of the Holders of the Floating Rate related Class A and Mezzanine Certificates, and will shall distribute the aggregate Net WAC Rate Carryover Amount, if any, for such amounts Distribution Date from the related Net WAC Rate Carryover Reserve Account to the Holders of the Floating Rate Class A and Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(d4.01(g). On each Distribution Date, after the payment of any Net WAC Rate Carryover Amounts on the related Class A Certificates and Mezzanine Certificates, any amounts remaining in the related Net WAC Rate Carryover Reserve Account (representing payments received by the Trust Administrator Paying Agent under the Basis Risk related Cap Agreement) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates for such Distribution DateContract), shall be payable to the Trust Administrator Paying Agent as additional compensation. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its Affiliatescompensation to it, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Basis Risk Cap Agreement subject to the Trust Administrator who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for immediately following paragraph. (c) For federal and state income and state and local franchise tax purposes, the Class CE-I Certificateholders shall be deemed to be the owners of the Group I Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from and all amounts deposited into the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Class C Certificates is recharacterized as an equity interest in the Group I Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be treated as a partnership provided, that the Trust Administrator shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if any. All amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap Agreement) shall be treated as amounts distributed by REMIC 4 I-B to the Holder Holders of the Class C CE-1 Interest and by REMIC 4 the Class CE-1 Interest to the Holder Holders of the Class C CE-1 Certificates. The For federal and state income tax purposes, the Class CE-2 Certificateholders shall be deemed to be the owners of the Group II Net WAC Rate Carryover Reserve Account will and all amounts deposited into the Group II Net WAC Rate Carryover Reserve Account shall be an “outside reserve fund” within treated as amounts distributed by REMIC II-B to the meaning Holders of Treasury Regulation Section 1.860G-2(h)the Class CE-2 Interest and by the Class CE-2 Interest to the Holders of the Class CE-2 Certificates. Upon the termination of the TrustTrust Fund, or the payment in full of the Floating Rate Class A and Mezzanine Certificates, all amounts remaining on deposit in the related Net WAC Rate Carryover Reserve Account will shall be released by the Trust Fund and distributed to the Holders of the related Class C Certificates CE Certificateholders or their designeedesignees. The Net WAC Rate Carryover Reserve Account will Accounts shall be part of the Trust Fund but not part of any Trust REMIC and any payments to the Holders of the Floating Rate Class A or Mezzanine Certificates of related Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). . (d) By accepting a Class C CE Certificate, each Class C CE Certificateholder hereby agrees to direct the Trust AdministratorPaying Agent, and the Trust Administrator Paying Agent is hereby is directed, to deposit into the related Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the related Class C CE Certificateholders. By accepting a Class C CE Certificate, each Class C CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit . (e) At the direction of the Holders of a majority in Percentage Interest in the related Class CE Certificates, the Paying Agent shall direct any depository institution maintaining the Net WAC Rate Carryover Reserve Account Accounts to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Paying Agent or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Paying Agent or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Net WAC Rate Carryover Reserve Accounts is received by the Paying Agent, the Paying Agent shall remain uninvestedinvest the funds in any Permitted Investment that meets the requirements of clause (vi) thereof. Interest earned on such investment shall be deposited into the Net WAC Rate Carryover Reserve Accounts. (f) For federal tax return and information reporting, the right of the Holders of the Floating Rate Certificates to receive payments from the Net WAC Rate Carryover Reserve Account Accounts in respect of any Net WAC Cap Carry Forward Amounts may have more than Rate Carryover Amount shall be assigned a de minimis valuevalue of $12,000 (with respect to the Class AF-1 Certificates), $33,000 (with respect to the Class AV Certificates and $12,000 (with respect to the Group II Mezzanine Certificates).

Net WAC Rate Carryover Reserve Account. (a) No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself itself, as agent for the Trustee, a separate, segregated trust account titled, “"Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for the registered Holders of Soundview Ameriquest Mortgage Loan Trust 2006-EQ2Securities Inc., Asset-Backed Pass-Through Certificates, Series 20062004-EQ2R11.” All amounts deposited in " The Trustee shall deposit into the Net WAC Rate Carryover Reserve Account shall be distributed to any payments received by it (i) under the Cap Contracts for the benefit of the Holders of the Floating Adjustable-Rate Certificates in the manner set forth in and (ii) pursuant to Section 4.01(d4.01(a)(4)(iv). . (b) On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Rate Class A Certificates (after taking into account or the remaining Initial Net WAC Rate Carryover Reserve Account Deposit)Mezzanine Certificates, the Trust Administrator Trustee has been directed by the Class C CE Certificateholders to, and therefore willshall, deposit into the Net WAC Rate Carryover Reserve Account the amount of such Net WAC Rate Carryover Amount, after taking into account amounts described in Section 4.01(c)(v)received under the Cap Contracts, rather than distributing such amounts to the Class C CE Certificateholders. In addition, any payments received by the Trust Administrator under the Basis Risk Cap Agreement on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates, and will shall distribute such amounts to the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(d4.01(a). On each Distribution Date. (c) For federal and state income tax purposes, any amounts remaining in the Class CE Certificateholders shall be deemed to be the owners of the Net WAC Rate Carryover Reserve Account (representing payments received by the Trust Administrator under the Basis Risk Cap Agreement) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates for such Distribution Date, shall be payable to the Trust Administrator as additional compensation. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Basis Risk Cap Agreement to the Trust Administrator who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Class C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be treated as a partnership provided, that the Trust Administrator shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if any. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap Agreement) shall be treated as amounts distributed by REMIC 4 III to the Holder Holders of the Class C Interest and by REMIC 4 to CE Certificates (other than amounts paid under the Holder of the Class C Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(hCap Contracts). Upon the termination of the Trust, or the payment in full of the Floating Rate Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will shall be released by the Trust and distributed to the Holders of the Class C Certificates CE Certificateholders or their designeedesignees. The Net WAC Rate Carryover Reserve Account will shall be part of the Trust but not part of any REMIC and any payments to the Holders of the Floating Rate Class A Certificates or the Mezzanine Certificates of Net WAC Rate Carryover Amounts will shall not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). . (d) By accepting a Class C CE Certificate, each Class C CE Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C CE Certificateholders. By accepting a Class C CE Certificate, each Class C CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit . (e) At the written direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee shall direct any depository institution maintaining the Net WAC Rate Carryover Reserve Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Net WAC Rate Carryover Reserve Account is received by the Trustee, the Trustee shall remain uninvestedinvest the funds in the Deutsche Bank Institutional Cash Management Fund 541 so long as it is a Permitted Investment. Interest earned on such investment shall be deposited into the Net WAC Rate Carryover Reserve Account. (f) For federal income tax return and information reporting, the value assigned to the right of the Holders of the Floating Rate Group I Certificates, Group II Certificates and the Mezzanine Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have more than a de minimis value.Rate Carryover Amount shall be $455,000, $205,000 and $235,000, respectively. 133

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “"Net WAC Rate Carryover Reserve Account, Deutsche U.S. Bank National Trust CompanyAssociation, as Trustee, in trust for the registered Holders of Soundview 2004-CB7 Trust, C-BASS Mortgage Loan Trust 2006-EQ2, Asset-Backed Certificates, Series 20062▇▇▇-EQ2.” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Floating Rate Certificates in the manner set forth in Section 4.01(d)▇▇▇. On ▇▇ each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Rate Offered Certificates (after taking into account and/or the remaining Initial Net WAC Rate Carryover Reserve Account Deposit)Class B-4 Certificates, the Trust Administrator Trustee has been directed by the Class C X/N Certificateholders to, and therefore willshall, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(c)(v4.02(B)(v) and (vi), rather than distributing such amounts to the Class C X/N Certificateholders. In addition, any payments received by the Trust Administrator under the Basis Risk Cap Agreement on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates, and will shall distribute such amounts to the Holders of the Floating Rate Class A Certificates and/or the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(d4.02(B). On each Distribution DateFor federal and state income tax purposes, any amounts remaining in the Class X/N Certificateholders will be deemed to be the owners of the Net WAC Rate Carryover Reserve Account (representing payments received by the Trust Administrator under the Basis Risk Cap Agreement) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates for such Distribution Date, shall be payable to the Trust Administrator as additional compensation. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Basis Risk Cap Agreement to the Trust Administrator who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Class C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be treated as a partnership provided, that the Trust Administrator shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if any. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under paid to the Basis Risk Net WAC Rate Carryover Reserve Amount by the Cap AgreementContracts) shall be treated as amounts distributed by REMIC 4 6 to the Holder Holders of the Class C Interest and by REMIC 4 to the Holder of the Class C X/N Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Floating Rate Offered Certificates and the Class B-2, Class B-3 and Class B-4 Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will shall be released by the Trust and distributed to the Holders of the Class C Certificates X/N Certificateholders or their designeedesignees. The Net WAC Rate Carryover Reserve Account will shall be part of the Trust but not part of any REMIC and any payments to the Holders of the Floating Rate Offered Certificates or the Class B-4 Certificates of Net WAC Rate Carryover Amounts will shall not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class C X/N Certificate, each Class C X/N Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C X/N Certificateholders. By accepting a Class C X/N Certificate, each Class C X/N Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return and information reporting, the value of the right of the Holders of (i) Group I Certificates, (ii) Group II Certificates, (iii) Mezzanine Certificates (other than the Floating Rate Class B-2, Class B-3 and Class B-4 Certificates) and (iv) the Class B-2, Class B-3 and Class B-4 Certificates Certificateholders to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have more than a de minimis valueRate Carryover Amount shall be (i) $60,000.00, (ii) $0.00, (iii) $70,000 and (iv) $0.00, respectively.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Soundview Mortgage Loan Trust 2006-EQ2WF1, Asset-Backed Certificates, Series 2006-EQ2WF1.” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Floating Rate Certificates and the Fixed Rate Certificates in the manner set forth in Section 4.01(d). On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Rate Certificates (after taking into account or the remaining Initial Net WAC Fixed Rate Carryover Reserve Account Deposit)Certificates, the Trust Administrator Trustee has been directed by the Class C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(c)(v), rather than distributing such amounts to the Class C Certificateholders. In addition, any payments received by the Trust Administrator Trustee under the Basis Risk Cap Agreement Agreements on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Floating Rate Certificates and the Fixed Rate Certificates, and will distribute such amounts to the Holders of the Floating Rate Certificates and the Fixed Rate Certificates in the amounts and priorities set forth in Section 4.01(d). On each Distribution Date, any amounts remaining in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trust Administrator Trustee under the Basis Risk Cap AgreementAgreements) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates and Fixed Rate Certificates for such Distribution Date, shall be payable to the Trust Administrator Trustee as additional compensation. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Basis Risk Cap Agreement Agreements to the Trust Administrator Trustee who shall, pursuant to the terms of the Basis Risk Cap AgreementAgreements, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Class C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be treated as a partnership provided, that the Trust Administrator shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if any. All amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap AgreementAgreements) shall be treated as amounts distributed by REMIC 4 3 to the Holder of the Class C Interest and by REMIC 4 to the Holder of the Class C Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Floating Rate Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Holders of the Class C Certificates or their designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Floating Rate Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class C Certificate, each Class C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C Certificateholders. By accepting a Class C Certificate, each Class C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return and information reporting, the right of the Holders of the Floating Rate Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have more than a de minimis value. The value of such amount, if any, may be obtained from the Trustee upon request, provided that the Trustee has received such information from the Underwriters.

Net WAC Rate Carryover Reserve Account. (a) No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself itself, as agent for the Trustee, a separate, segregated trust account titled, “Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company[NAME OF TRUSTEE], as Trustee, in trust for the registered Holders holders of Soundview [National City Mortgage Capital LLC [Mortgage] Loan Trust 2006-EQ2, Asset-Backed CertificatesTrust], Series 200620__-____, Mortgage Backed Pass-EQ2Through Certificates.” All amounts deposited in On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Floating Rate Certificates in the manner set forth in Section 4.01(d). Account, $1,000. (b) On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Rate Class A Certificates (after taking into account or the remaining Initial Net WAC Rate Carryover Reserve Account Deposit)Mezzanine Certificates, the Trust Administrator Trustee has been directed by the Class C CE Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(c)(v4.01(a)(4)(xiii), rather than distributing such amounts to the Class C CE Certificateholders. In addition, any payments received by the Trust Administrator under the Basis Risk Cap Agreement on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(d4.01(a). On each If no Net WAC Rate Carryover Amounts are payable on a Distribution Date, any the Trustee shall deposit into the Net WAC Rate Carryover Reserve Account on behalf of the Class CE Certificateholders, from amounts remaining otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trust Administrator under the Basis Risk Cap Agreement) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates for such Distribution Date, shall be payable to the Trust Administrator as additional compensation. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its AffiliatesAccount, the Depositor shall refund or cause such Affiliate aggregate amount on deposit therein is equal to refund any amounts paid to it under the Basis Risk Cap Agreement to the Trust Administrator who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for $1,000. (c) For federal and state income and state and local franchise tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Class C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be treated as a partnership provided, that the Trust Administrator shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if any. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap Agreementinitial deposit therein of $1,000) shall be treated as amounts distributed by REMIC 4 II to the Holder Holders of the Class C Interest and by REMIC 4 to the Holder of the Class C CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the TrustTrust Fund, or the payment in full of the Floating Rate Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust Fund and distributed to the Holders of the Class C Certificates CE Certificateholders or their designeedesignees. The Net WAC Rate Carryover Reserve Account will be part of the Trust Fund but not part of any Trust REMIC and any payments to the Holders of the Floating Rate Class A Certificates or the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). . (d) By accepting a Class C CE Certificate, each Class C CE Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, directed to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C CE Certificateholders. By accepting a Class C CE Certificate, each Class C CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit . (e) At the written direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee shall direct any depository institution maintaining the Net WAC Rate Carryover Reserve Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Net WAC Rate Carryover Reserve Account is received by the Trustee, the Trustee shall remain uninvestedinvest the funds in Deutsche Cash Management Fund 541 so long as it is a Permitted Investment or as otherwise directed in writing by the Depositor on behalf of the Holders of a majority Percentage Interest in the Class CE Certificates. All income and gain earned upon such investment shall be deposited into the Net WAC Rate Carryover Reserve Account. (f) For federal tax return and information reporting, the right of the Holders of Class A Certificateholders and the Floating Rate Certificates Mezzanine Certificateholders to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have more than Rate Carryover Amount shall be assigned a de minimis valuevalue of zero.

Net WAC Rate Carryover Reserve Account. (a) No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself itself, as agent for the Trustee, a separate, segregated trust account titled, “"Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for the registered Holders of Soundview Ameriquest Mortgage Loan Trust 2006-EQ2Securities Inc., Asset-Backed Pass-Through Certificates, Series 20062004-EQ2R12.” All amounts deposited in " The Trustee shall deposit into the Net WAC Rate Carryover Reserve Account shall be distributed to any payments received by it (i) under the Cap Contracts for the benefit of the Holders of the Floating Adjustable-Rate Certificates in the manner set forth in and (ii) pursuant to Section 4.01(d4.01(a)(4)(iv). . (b) On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Rate Class A Certificates (after taking into account or the remaining Initial Net WAC Rate Carryover Reserve Account Deposit)Mezzanine Certificates, the Trust Administrator Trustee has been directed by the Class C CE Certificateholders to, and therefore willshall, deposit into the Net WAC Rate Carryover Reserve Account the amount of such Net WAC Rate Carryover Amount, after taking into account amounts described in Section 4.01(c)(v)received under the Cap Contracts, rather than distributing such amounts to the Class C CE Certificateholders. In addition, any payments received by the Trust Administrator under the Basis Risk Cap Agreement on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates, and will shall distribute such amounts to the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(d4.01(a). On each Distribution Date. (c) For federal and state income tax purposes, any amounts remaining in the Class CE Certificateholders shall be deemed to be the owners of the Net WAC Rate Carryover Reserve Account (representing payments received by the Trust Administrator under the Basis Risk Cap Agreement) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates for such Distribution Date, shall be payable to the Trust Administrator as additional compensation. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Basis Risk Cap Agreement to the Trust Administrator who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Class C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be treated as a partnership provided, that the Trust Administrator shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if any. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap Agreement) shall be treated as amounts distributed by REMIC 4 III to the Holder Holders of the Class C Interest and by REMIC 4 to CE Certificates (other than amounts paid under the Holder of the Class C Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(hCap Contracts). Upon the termination of the Trust, or the payment in full of the Floating Rate Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will shall be released by the Trust and distributed to the Holders of the Class C Certificates CE Certificateholders or their designeedesignees. The Net WAC Rate Carryover Reserve Account will shall be part of the Trust but not part of any REMIC and any payments to the Holders of the Floating Rate Class A Certificates or the Mezzanine Certificates of Net WAC Rate Carryover Amounts will shall not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). . (d) By accepting a Class C CE Certificate, each Class C CE Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C CE Certificateholders. By accepting a Class C CE Certificate, each Class C CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit . (e) At the written direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee shall direct any depository institution maintaining the Net WAC Rate Carryover Reserve Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Net WAC Rate Carryover Reserve Account is received by the Trustee, the Trustee shall remain uninvestedinvest the funds in the Deutsche Bank Institutional Cash Management Fund 541 so long as it is a Permitted Investment. Interest earned on such investment shall be deposited into the Net WAC Rate Carryover Reserve Account. (f) For federal income tax return and information reporting, the value assigned to the right of the Holders of the Floating Rate Group I Certificates, Group II Certificates and the Mezzanine Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have more than a de minimis value.Rate Carryover Amount shall be $509,000, $290,000 and $401,000, respectively. 138

Net WAC Rate Carryover Reserve Account. (a) No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself itself, as agent for the Trustee, a separate, segregated trust account titled, “"Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for the registered Holders holders of Soundview Mortgage Loan Trust 2006-EQ2Argent Securities Inc., Asset-Backed Pass-Through Certificates, Series 20062003-EQ2W3.” All amounts deposited " On the Closing Date, ▇▇▇ ▇▇▇▇▇▇tor will deposit, or cause to be deposited, into the Net WAC Rate Carryover Reserve Account $1,000. In addition, the amount in the Net WAC Rate Carryover Reserve Account shall be distributed to include any payments received by the Trustee under the Cap Contract and deposited into the Net WAC Rate Carryover Reserve Account for the benefit of the Holders of the Floating Rate Certificates in the manner set forth in Section 4.01(d). Offered Certificates. (b) On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Rate Class A Certificates (after taking into account or the remaining Initial Net WAC Rate Carryover Reserve Account Deposit)Mezzanine Certificates, the Trust Administrator Trustee has been directed by the Class C CE Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(c)(v)amount of such Net WAC Rate Carryover Amount, rather than distributing such amounts to the Class C CE Certificateholders. In addition, any payments received by the Trust Administrator under the Basis Risk Cap Agreement on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(d4.01(b). On each If no Net 117 WAC Rate Carryover Amounts are payable on a Distribution Date, any the Trustee shall deposit into the Net WAC Rate Carryover Reserve Account on behalf of the Class CE Certificateholders, from amounts remaining otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trust Administrator under the Basis Risk Cap Agreement) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates for such Distribution Date, shall be payable to the Trust Administrator as additional compensation. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its AffiliatesAccount, the Depositor shall refund or cause such Affiliate aggregate amount on deposit therein is equal to refund any amounts paid to it under the Basis Risk Cap Agreement to the Trust Administrator who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for $1,000. (c) For federal and state income and state and local franchise tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Class C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be treated as a partnership provided, that the Trust Administrator shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if any. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap Agreementinitial deposit therein of $1,000) shall be treated as amounts distributed by REMIC 4 II to the Holder Holders of the Class C Interest and by REMIC 4 to the Holder of the Class C CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Floating Rate Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Holders of the Class C Certificates CE Certificateholders or their designeedesignees. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Floating Rate Class A Certificates or the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). . (d) By accepting a Class C CE Certificate, each Class C CE Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C CE Certificateholders. By accepting a Class C CE Certificate, each Class C CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit . (e) At the written direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee shall direct any depository institution maintaining the Net WAC Rate Carryover Reserve Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Net WAC Rate Carryover Reserve Account is received by the Trustee, the Trustee shall remain uninvestedinvest the funds in the Deutsche Bank Institutional Cash Management Fund 541 so long as it is a Permitted Investment. Interest earned on such investment shall be deposited into the Net WAC Rate Carryover Reserve Account. (f) For federal tax return and information reporting, the right of the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have more than Wac Rate Carryover Amount shall be assigned a de minimis value.value of zero. 118

Net WAC Rate Carryover Reserve Account. (a) No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself itself, as agent for the Trustee, a separate, segregated trust account titled, “"Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for the registered Holders of Soundview Ameriquest Mortgage Loan Trust 2006-EQ2Securities Inc., Asset-Backed Pass-Through Certificates, Series 20062004-EQ2R8.” All amounts deposited in " The Trustee shall deposit into the Net WAC Rate Carryover Reserve Account shall be distributed to any payments received by it (i) under the Cap Contracts for the benefit of the Holders of the Floating Adjustable- Rate Certificates in the manner set forth in and (ii) pursuant to Section 4.01(d4.01(a)(4)(iv). . (b) On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Rate Class A Certificates (after taking into account or the remaining Initial Net WAC Rate Carryover Reserve Account Deposit)Mezzanine Certificates, the Trust Administrator Trustee has been directed by the Class C CE Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amount of such Net WAC Rate Carryover Amount, after taking into account amounts described in Section 4.01(c)(v)received under the Cap Contracts, rather than distributing such amounts to the Class C CE Certificateholders. In addition, any payments received by the Trust Administrator under the Basis Risk Cap Agreement on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(d4.01(a). On each Distribution Date. (c) For federal and state income tax purposes, any amounts remaining in the Class CE Certificateholders will be deemed to be the owners of the Net WAC Rate Carryover Reserve Account (representing payments received by the Trust Administrator under the Basis Risk Cap Agreement) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates for such Distribution Date, shall be payable to the Trust Administrator as additional compensation. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Basis Risk Cap Agreement to the Trust Administrator who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Class C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be treated as a partnership provided, that the Trust Administrator shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if any. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap Agreement) shall be treated as amounts distributed by REMIC 4 II to the Holder Holders of the Class C Interest and by REMIC 4 to the Holder of the Class C CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Floating Rate Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Holders of the Class C Certificates CE Certificateholders or their designeedesignees. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Floating Rate Class A Certificates or the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). . (d) By accepting a Class C CE Certificate, each Class C CE Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C CE Certificateholders. By accepting a Class C CE Certificate, each Class C CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit . (e) At the written direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee shall direct any depository institution maintaining the Net WAC Rate Carryover Reserve Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Net WAC Rate Carryover Reserve Account is received by the Trustee, the Trustee shall remain uninvestedinvest the funds in the Deutsche Bank Institutional Cash Management Fund 541 so long as it is a Permitted Investment. Interest earned on such investment shall be deposited into the Net WAC Rate Carryover Reserve Account. (f) For federal income tax return and information reporting, the value assigned to the right of the Holders of the Floating Rate Class A-1 Certificates, Group II Certificates and the Mezzanine Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have more than a de minimis value.Rate Carryover Amount will be $1,400,000, $500,000 and $820,000, respectively. 116

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator shall establish and maintain with itself a separate, segregated trust account titled, “W▇▇▇▇ Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-NC3, Mortgage Pass-Through Certificates, Series 2006-NC3—Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Soundview Mortgage Loan Trust 2006-EQ2, Asset-Backed Certificates, Series 2006-EQ2.” Such account shall be an Eligible Account and amounts therein shall be held uninvested. All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Floating Rate Class A Certificates and/or the Mezzanine Certificates in the manner set forth in Section 4.01(d)4.01. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Rate Class A Certificates (after taking into account and/or the remaining Initial Net WAC Rate Carryover Reserve Account Deposit)Mezzanine Certificates, the Trust Administrator has been directed by the Class C CE Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(c)(v4.01(e)(v), rather than distributing such amounts to the Class C CE Certificateholders. In addition, any payments received by the Trust Administrator under the Basis Risk Cap Agreement on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator shall hold all such amounts for the benefit of the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Floating Rate Class A Certificates and/or the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(d4.01(a). On each Distribution Date, any amounts remaining in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trust Administrator under the Basis Risk Cap Agreement) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates for such Distribution Date, shall be payable to the Trust Administrator as additional compensation. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Basis Risk Cap Agreement to the Trust Administrator who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class C CE Certificates unless and until the date when either (a) there is more than one Class C CE Certificateholder or (b) any Class of Certificates in addition to the Class C CE Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be treated as a partnership grantor trust; provided, that the Trust Administrator shall not be required to prepare and file partnership grantor trust tax returns in respect of such partnership grantor trust unless it receives additional reasonable compensation (not to exceed $10,000 per year) from the Holders of the Class CE Certificates for the preparation of such filings, written notification recognizing the creation of a partnership agreement or grantor trust and comparable documentation evidencing the partnershipgrantor trust, if any. All amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap Agreement) shall be treated as amounts distributed by REMIC 4 III to the Holder of the Class C CE Interest and by REMIC 4 IV to the Holder of the Class C CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Floating Rate Class A and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Holders of the Class C Certificates Seller or their its designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Floating Rate Class A and the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class C CE Certificate, each Class C CE Certificateholder hereby agrees to direct the Trust Administrator, and the Trust Administrator hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C CE Certificateholders. By accepting a Class C CE Certificate, each Class C CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in For federal income tax purposes, the Depositor shall provide the Trust Administrator the value of the right of the Class A and Mezzanine Certificates to receive Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return and information reporting, the right of the Holders of the Floating Rate Certificates to receive payments Amounts from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have more than a de minimis valueand the Swap Account.

Net WAC Rate Carryover Reserve Account. (a) No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself itself, as agent for the Trustee, a separate, segregated trust account titled, “"Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for the registered Holders holders of Soundview Mortgage Loan Trust 2006-EQ2Argent Securities Inc., Asset-Backed Pass-Through Certificates, Series 20062004-EQ2PW1.” All amounts deposited " The amount in the Net WAC Rate Carryover Reserve Account shall be distributed consist of (i) amounts deposited therein pursuant to Section 4.01(a)(4)(IV) and (ii) any payments received by the Holders of Trustee under the Floating Rate Certificates in the manner set forth in Section 4.01(d). Cap Contracts. (b) On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Rate Class A Certificates (after taking into account or the remaining Initial Net WAC Rate Carryover Reserve Account Deposit)Mezzanine Certificates, the Trust Administrator Trustee has been directed by the Class C CE Certificateholders to, and therefore willshall, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(c)(v)amount of such Net WAC Rate Carryover Amount, rather than distributing such amounts to the Class C CE Certificateholders. In addition, any payments received by the Trust Administrator under the Basis Risk Cap Agreement on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates, and will shall distribute such amounts to the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(d4.01(b). On each Distribution Date. (c) For federal and state income tax purposes, any amounts remaining in the Class CE Certificateholders shall be deemed to be the owners of the Net WAC Rate Carryover Reserve Account (representing payments received by the Trust Administrator under the Basis Risk Cap Agreement) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates for such Distribution Date, shall be payable to the Trust Administrator as additional compensation. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Basis Risk Cap Agreement to the Trust Administrator who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Class C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be treated as a partnership provided, that the Trust Administrator shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if any. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap Agreement) shall be treated as amounts distributed by REMIC 4 III to the Holder Holders of the Class C Interest and by REMIC 4 to the Holder of the Class C CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Floating Rate Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will shall be released by the Trust and distributed to the Holders of the Class C Certificates CE Certificateholders or their designeedesignees. The Net WAC Rate Carryover Reserve Account will shall be part of the Trust but not part of any REMIC and any payments to the Holders of the Floating Rate Class A Certificates or the Mezzanine Certificates of Net WAC Rate Carryover Amounts will shall not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). . (d) By accepting a Class C CE Certificate, each Class C CE Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C CE Certificateholders. By accepting a Class C CE Certificate, each Class C CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit . (e) At the written direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee shall direct any depository institution maintaining the Net WAC Rate Carryover Reserve Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Net WAC Rate Carryover Reserve Account is received by the Trustee, the Trustee shall remain uninvestedinvest the funds in the Deutsche Bank Institutional Cash Management Fund 541 so long as it is a Permitted Investment. Interest earned on such investment shall be deposited into the Net WAC Rate Carryover Reserve Account. (f) For federal tax return and information reporting, the value of the right of the Holders of the Floating Rate Class A-2, Class A-3 and Mezzanine Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have more than a de minimis valueWac Rate Carryover Amount will be $73,854.00, $118,026.00 and $686,120.00, respectively.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “"Net WAC Rate Carryover Reserve Account, Deutsche U.S. Bank National Trust CompanyAssociation, as Trustee, in trust for the registered Holders holders of Soundview MASTR Asset Backed Securities Trust 2003-WMC1, Mortgage Loan Trust 2006Pass-EQ2Through Certificates." On the Closing Date, Asset-Backed Certificatesthe Depositor will deposit, Series 2006-EQ2.” All amounts or cause to be deposited, into the Net WAC Rate Carryover Reserve Account $1,000. In addition, the amount deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to increased by any payments received by the Holders Trustee under the Cap Contract and deposited into the Net WAC Rate Carryover Reserve Account for the benefit of the Floating Rate Certificates in the manner set forth in Section 4.01(d)Class A-2 Certificates. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Rate Class A Certificates (after taking into account and/or the remaining Initial Net WAC Rate Carryover Reserve Account Deposit)Mezzanine Certificates, the Trust Administrator Trustee has been directed by the Class C CE Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(c)(v4.01(a)(4)(xv), rather than distributing such amounts to the Class C CE Certificateholders. In addition, any payments received by the Trust Administrator under the Basis Risk Cap Agreement on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Floating Rate Class A Certificates and/or the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(d). On each If no Net WAC Rate Carryover Amounts are payable on a Distribution Date, any the Trustee shall deposit into the Net WAC Rate Carryover Reserve Account on behalf of the Class CE Certificateholders, from amounts remaining otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Net WAC Rate Carryover Reserve Account (representing payments received by Account, the Trust Administrator under the Basis Risk Cap Agreement) after the payment of any Net WAC Rate Carryover Amounts aggregate amount on the Floating Rate Certificates for such Distribution Date, shall be payable deposit therein is equal to the Trust Administrator as additional compensation$1,000. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Basis Risk Cap Agreement to the Trust Administrator who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Class C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be treated as a partnership provided, that the Trust Administrator shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if any. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap Agreementinitial deposit therein of $1,000) shall be treated as amounts distributed by REMIC 4 II to the Holder Holders of the Class C Interest and by REMIC 4 to the Holder of the Class C CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the TrustTrust Fund, or the payment in full of the Floating Rate Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust Fund and distributed to the Holders of the Class C Certificates CE Certificateholders or their designeedesignees. The Net WAC Rate Carryover Reserve Account will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Floating Rate Class A Certificates or the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class C CE Certificate, each Class C CE Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C Certificateholders. By accepting a Class C Certificate, each Class C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return and information reporting, the right of the Holders of the Floating Rate Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have more than a de minimis value.CE

Net WAC Rate Carryover Reserve Account. (a) No later than the Closing Date, the Trust Administrator shall establish and maintain with itself itself, as agent for the Trustee, a separate, segregated trust account titled, “"Net WAC Rate Carryover Reserve Account, Deutsche U.S. Bank National Trust CompanyAssociation, as agent for National City Bank, as Trustee, in trust for the registered Holders holders of Soundview New Century Mortgage Securities, Inc., New Century Home Equity Loan Trust 2006-EQ2, Asset-Backed CertificatesTrust, Series 20062002-EQ21, Asset Backed P▇▇▇-▇▇▇▇▇▇▇ ▇ertificates.” All amounts deposited in " On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Floating Rate Certificates in the manner set forth in Section 4.01(d). $1,000. (b) On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Rate Class A Certificates (after taking into account or the remaining Initial Net WAC Rate Carryover Reserve Account Deposit)Mezzanine Certificates, the Trust Administrator has been directed by the Class C CE Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(c)(v4.01(a)(4), rather than distributing such amounts to the Class C CE Certificateholders. In addition, any payments received by the Trust Administrator under the Basis Risk Cap Agreement on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator shall hold all such amounts for the benefit of the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(d4.01(a). On each If no Net WAC Rate Carryover Amounts are payable on a Distribution Date, any the Trust Administrator shall deposit into the Net WAC Rate Carryover Reserve Account on behalf of the Class CE Certificateholders, from amounts remaining otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trust Administrator under the Basis Risk Cap Agreement) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates for such Distribution Date, shall be payable to the Trust Administrator as additional compensation. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its AffiliatesAccount, the Depositor shall refund or cause such Affiliate aggregate amount on deposit therein is equal to refund any amounts paid to it under the Basis Risk Cap Agreement to the Trust Administrator who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for $1,000. (c) For federal and state income and state and local franchise tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Class C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be treated as a partnership provided, that the Trust Administrator shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if any. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap Agreementinitial deposit therein of $1,000) shall be treated as amounts distributed by REMIC 4 III to the Holder Holders of the Class C Interest and by REMIC 4 to the Holder of the Class C CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the TrustTrust Fund, or the payment in full of the Floating Rate Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust Fund and distributed to the Holders of the Class C Certificates CE Certificateholders or their designeedesignees. The Net WAC Rate Carryover Reserve Account will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Floating Rate Class A Certificates or the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). . (d) By accepting a Class C CE Certificate, each Class C CE Certificateholder hereby agrees to direct the Trust Administrator, and the Trust Administrator hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C CE Certificateholders. By accepting a Class C CE Certificate, each Class C CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit . (e) At the direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trust Administrator shall direct any depository institution maintaining the Net WAC Rate Carryover Reserve Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trust Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trust Administrator or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Net WAC Rate Carryover Reserve Account is received by the Trust Administrator, the Trust Administrator shall remain uninvestedinvest the funds in such account in Permitted Investments managed by the Trust Administrator or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Net WAC Rate Carryover Reserve Account. (f) For federal tax return and information reporting, the right of the Holders of Class A Certificateholders and the Floating Rate Certificates Mezzanine Certificateholders to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have more than Wac Rate Carryover Amount shall be assigned a de minimis valuevalue of zero.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “"Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust CompanyWells Fargo Bank, N.A., as Trustee, in ▇▇ trust for registered Holders of Soundview Option One Mortgage Loan Trust 20062004-EQ22, Asset-Backed Certificates, Series 20062004-EQ22.” All amounts " On the Closing Date, the ▇▇▇▇▇▇▇▇▇ ▇ill deposit, or cause to be deposited, into the Net WAC Rate Carryover Reserve Account $1,000. In addition, the amount deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to will include any payments received by the Holders of Trustee under the Floating Cap Contracts and deposited into the Net WAC Rate Certificates in the manner set forth in Section 4.01(d)Carryover Reserve Account. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Rate Class A Certificates (after taking into account and/or the remaining Initial Net WAC Rate Carryover Reserve Account Deposit)Mezzanine Certificates, the Trust Administrator Trustee has been directed by the Class C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(c)(v4.01(d)(xix), rather than distributing such amounts to the Class C Certificateholders. In addition, any payments received by the Trust Administrator under the Basis Risk Cap Agreement on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Floating Rate Class A Certificates and/or the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(d). On each If no Net WAC Rate Carryover Amounts are payable on a Distribution Date, any the Trustee shall deposit into the Net WAC Rate Carryover Reserve Account on behalf of the Class C Certificateholders, from amounts remaining otherwise distributable to the Class C Certificateholders, an amount such that when added to other amounts already on deposit in the Net WAC Rate Carryover Reserve Account (representing payments received by Account, the Trust Administrator under the Basis Risk Cap Agreement) after the payment of any Net WAC Rate Carryover Amounts aggregate amount on the Floating Rate Certificates for such Distribution Date, shall be payable deposit therein is equal to the Trust Administrator as additional compensation$1,000. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Basis Risk Cap Agreement to the Trust Administrator who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Class C Certificateholders will be deemed to be the owners of the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Class C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be treated as a partnership provided, that the Trust Administrator shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if any. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap Agreement) shall be treated as amounts distributed by REMIC 4 to the Holder of the Class C Interest and by REMIC 4 3 to the Holder of the Class C Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Floating Rate Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Holders of the Class C Certificates Certificateholders or their designeedesignees. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Floating Rate Class A Certificates or the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class C Certificate, each Class C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C Certificateholders. By accepting a Class C Certificate, each Class C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit At the direction of the Holders of a majority in Percentage Interest in the Class C Certificates, the Trustee shall direct any depository institution maintaining the Net WAC Rate Carryover Reserve Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class C Certificates with respect to the Net WAC Rate Carryover Reserve Account is received by the Trustee, the Trustee shall remain uninvestedinvest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. For federal tax return and information reporting, the value of the right of the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts Wac Rate Carryover Amount may have more than a de minimis valuebe obtained by any Certificateholder or Certificate Owner from the Trustee upon request. Such information will be provided to the Trustee by an Underwriter, on behalf of the Depositor, on or prior to the Closing Date.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “"Net WAC Rate Carryover Reserve Account, Deutsche Wells Fargo Bank ▇▇▇▇esota, National Trust CompanyAssociation, as Trustee, in trust for the registered Holders holders of Soundview MASTR Asset Backed Securities Trust 2002-OPT1, Mortgage Loan Trust 2006Pass-EQ2Through Certificates." On the Closing Date, Asset-Backed Certificatesthe Depositor will deposit, Series 2006-EQ2.” All amounts or cause to be deposited, into the Net WAC Rate Carryover Reserve Account $1,000. In addition, the amount deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to increased by any payments received by the Holders Trustee under the Cap Contract and deposited into the Net WAC Rate Carryover Reserve Account for the benefit of the Floating Rate Certificates in the manner set forth in Section 4.01(d)Class A-2 Certificates. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Rate Class A Certificates (after taking into account and/or the remaining Initial Net WAC Rate Carryover Reserve Account Deposit)Mezzanine Certificates, the Trust Administrator Trustee has been directed by the Class C CE Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(c)(v4.01(a)(4)(xv), rather than distributing such amounts to the Class C CE Certificateholders. In addition, any payments received by the Trust Administrator under the Basis Risk Cap Agreement on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Floating Rate Class A Certificates and/or the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(d). On each If no Net WAC Rate Carryover Amounts are payable on a Distribution Date, any the Trustee shall deposit into the Net WAC Rate Carryover Reserve Account on behalf of the Class CE Certificateholders, from amounts remaining otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Net WAC Rate Carryover Reserve Account (representing payments received by Account, the Trust Administrator under the Basis Risk Cap Agreement) after the payment of any Net WAC Rate Carryover Amounts aggregate amount on the Floating Rate Certificates for such Distribution Date, shall be payable deposit therein is equal to the Trust Administrator as additional compensation$1,000. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Basis Risk Cap Agreement to the Trust Administrator who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Class C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be treated as a partnership provided, that the Trust Administrator shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if any. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap Agreementinitial deposit therein of $1,000) shall be treated as amounts distributed by REMIC 4 II to the Holder Holders of the Class C Interest and by REMIC 4 to the Holder of the Class C CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the TrustTrust Fund, or the payment in full of the Floating Rate Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust Fund and distributed to the Holders of the Class C Certificates CE Certificateholders or their designeedesignees. The Net WAC Rate Carryover Reserve Account will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Floating Rate Class A Certificates or the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class C CE Certificate, each Class C CE Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C CE Certificateholders. By accepting a Class C CE Certificate, each Class C CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit At the direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee shall direct any depository institution maintaining the Net WAC Rate Carryover Reserve Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Net WAC Rate Carryover Reserve Account is received by the Trustee, the Trustee shall remain uninvestedinvest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Net WAC Rate Carryover Reserve Account. For federal tax return and information reporting, the right of the Holders of Class A Certificateholders and the Floating Rate Certificates Mezzanine Certificateholders to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have more than Wac Rate Carryover Amount shall be assigned a de minimis valuevalue of zero.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust CompanyW▇▇▇▇ Fargo Bank, N.A., as Trustee, in trust for registered Holders of Soundview Mortgage Home Loan Trust 20062007-EQ2, OPT2 Asset-Backed Certificates, Series 20062007-EQ2.OPT2” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Floating Rate Certificates in the manner set forth in Section 4.01(d). On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Rate Certificates (after taking into account the remaining Initial Net WAC Rate Carryover Reserve Account Deposit)Certificates, the Trust Administrator Trustee has been directed by the Class C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(c)(v4.01(c)(iii), rather than distributing such amounts to the Class C Certificateholders. In addition, any payments received by the Trust Administrator under the Basis Risk Cap Agreement on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Floating Rate Certificates, and will distribute such amounts to the Holders of the Floating Rate Certificates in the amounts and priorities set forth in Section 4.01(d). On each Distribution Date, any amounts remaining in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trust Administrator Trustee under the Basis Risk Cap Agreement) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates for such Distribution Date, shall be payable to the Trust Administrator Trustee as additional compensation. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Basis Risk Cap Agreement to the Trust Administrator Trustee who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Class C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be treated as a partnership partnership; provided, that the Trust Administrator Trustee shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if any. All amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap Agreement) shall be treated as amounts distributed by REMIC 4 3 to the Holder of the Class C Interest and by REMIC 4 to the Holder of the Class C Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Floating Rate Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Holders of the Class C Certificates or their designeedesignees. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Floating Rate Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class C Certificate, each Class C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C Certificateholders. By accepting a Class C Certificate, each Class C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return and information reporting, the right of the Holders of the Floating Rate Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts Rate Carryover Amount may have more than a de minimis value.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “"Net WAC Rate Carryover Reserve Account, Deutsche Wells Fargo Bank ▇▇▇▇esota, National Trust CompanyAssociation, as Trustee, in trust for the registered Holders holders of Soundview MASTR Asset Backed Securities Trust 2003-OPT2, Mortgage Loan Trust 2006Pass-EQ2Through Certificates." On the Closing Date, Asset-Backed Certificatesthe Depositor will deposit, Series 2006-EQ2.” All amounts or cause to be deposited, into the Net WAC Rate Carryover Reserve Account $1,000. In addition, the amount deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to increased by any payments received by the Holders Trustee under the Cap Contract and deposited into the Net WAC Rate Carryover Reserve Account for the benefit of the Floating Offered Certificates and by any payments received by the Trustee under the Class A-3 Cap Contract and deposited into the Net WAC Rate Certificates in Carryover Reserve Account for the manner set forth in Section 4.01(d)benefit of the Class A-3 Certificates. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Rate Class A Certificates (after taking into account and/or the remaining Initial Net WAC Rate Carryover Reserve Account Deposit)Mezzanine Certificates, the Trust Administrator Trustee has been directed by the Class C CE Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(c)(v4.01(a)(4)(xv), rather than distributing such amounts to the Class C CE Certificateholders. In addition, any payments received by the Trust Administrator under the Basis Risk Cap Agreement on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Floating Rate Class A Certificates and/or the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(d). On each If no Net WAC Rate Carryover Amounts are payable on a Distribution Date, any the Trustee shall deposit into the Net WAC Rate Carryover Reserve Account on behalf of the Class CE Certificateholders, from amounts remaining otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Net WAC Rate Carryover Reserve Account (representing payments received by Account, the Trust Administrator under the Basis Risk Cap Agreement) after the payment of any Net WAC Rate Carryover Amounts aggregate amount on the Floating Rate Certificates for such Distribution Date, shall be payable deposit therein is equal to the Trust Administrator as additional compensation$1,000. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Basis Risk Cap Agreement to the Trust Administrator who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Class C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be treated as a partnership provided, that the Trust Administrator shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if any. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap Agreementinitial deposit therein of $1,000) shall be treated as amounts distributed by REMIC 4 II to the Holder Holders of the Class C Interest and by REMIC 4 to the Holder of the Class C CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the TrustTrust Fund, or the payment in full of the Floating Rate Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust Fund and distributed to the Holders of the Class C Certificates CE Certificateholders or their designeedesignees. The Net WAC Rate Carryover Reserve Account will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Floating Rate Class A Certificates or the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class C CE Certificate, each Class C CE Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C CE Certificateholders. By accepting a Class C CE Certificate, each Class C CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit At the direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee shall direct any depository institution maintaining the Net WAC Rate Carryover Reserve Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Net WAC Rate Carryover Reserve Account is received by the Trustee, the Trustee shall remain uninvestedinvest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Net WAC Rate Carryover Reserve Account. For federal tax return and information reporting, the right of the Holders of Class A Certificateholders and the Floating Rate Certificates Mezzanine Certificateholders to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have more than Wac Rate Carryover Amount shall be assigned a de minimis valuevalue of zero.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator shall establish and maintain with itself a separate, segregated trust account titled, “W▇▇▇▇ Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC4, Mortgage Pass-Through Certificates, Series 2006-WMC4—Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Soundview Mortgage Loan Trust 2006-EQ2, Asset-Backed Certificates, Series 2006-EQ2.” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Floating Rate Class A Certificates and/or the Mezzanine Certificates in the manner set forth in Section 4.01(d)4.01. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Rate Class A Certificates (after taking into account and/or the remaining Initial Net WAC Rate Carryover Reserve Account Deposit)Mezzanine Certificates, the Trust Administrator has been directed by the Class C CE Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(c)(v4.01(e)(v), rather than distributing such amounts to the Class C CE Certificateholders. In addition, any payments received by the Trust Administrator under the Basis Risk Cap Agreement on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator shall hold all such amounts for the benefit of the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Floating Rate Class A Certificates and/or the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(d4.01(a). On each Distribution Date, any amounts remaining in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trust Administrator under the Basis Risk Cap Agreement) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates for such Distribution Date, shall be payable to the Trust Administrator as additional compensation. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Basis Risk Cap Agreement to the Trust Administrator who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class C CE Certificates unless and until the date when either (a) there is more than one Class C CE Certificateholder or (b) any Class of Certificates in addition to the Class C CE Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be treated as a partnership grantor trust; provided, that the Trust Administrator shall not be required to prepare and file partnership grantor trust tax returns in respect of such partnership grantor trust unless it receives additional reasonable compensation (not to exceed $10,000 per year) from the Holders of the Class CE Certificates for the preparation of such filings, written notification recognizing the creation of a partnership agreement or grantor trust and comparable documentation evidencing the partnershipgrantor trust, if any. All amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap Agreement) shall be treated as amounts distributed by REMIC 4 III to the Holder of the Class C CE Interest and by REMIC 4 IV to the Holder of the Class C CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Floating Rate Class A and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Holders of the Class C Certificates Seller or their its designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Floating Rate Class A and the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class C CE Certificate, each Class C CE Certificateholder hereby agrees to direct the Trust Administrator, and the Trust Administrator hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C CE Certificateholders. By accepting a Class C CE Certificate, each Class C CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in For federal income tax purposes, the Depositor shall provide the Trust Administrator the value of the right of the Class A and Mezzanine Certificates to receive Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return and information reporting, the right of the Holders of the Floating Rate Certificates to receive payments Amounts from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have more than a de minimis valueand the Swap Account.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company▇▇▇▇▇ Fargo Bank, N.A., as Trustee, in trust for registered Holders of Soundview Mortgage Home Loan Trust 20062007-EQ2, OPT1 Asset-Backed Certificates, Series 20062007-EQ2.OPT1” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Floating Rate Certificates in the manner set forth in Section 4.01(d). On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Rate Certificates (after taking into account the remaining Initial Net WAC Rate Carryover Reserve Account Deposit)Certificates, the Trust Administrator Trustee has been directed by the Class C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(c)(v4.01(c)(iii), rather than distributing such amounts to the Class C Certificateholders. In addition, any payments received by the Trust Administrator under the Basis Risk Cap Agreement on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Floating Rate Certificates, and will distribute such amounts to the Holders of the Floating Rate Certificates in the amounts and priorities set forth in Section 4.01(d). On each Distribution Date, any amounts remaining in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trust Administrator Cap Trustee under the Basis Risk Cap Agreement) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates for such Distribution Date, shall be payable to the Trust Administrator Trustee as additional compensation. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Basis Risk Cap Agreement to the Trust Administrator Trustee who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Class C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be treated as a partnership partnership; provided, that the Trust Administrator Trustee shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if any. All amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap Agreement) shall be treated as amounts distributed by REMIC 4 to the Holder of the Class C Interest and by REMIC 4 5 to the Holder of the Class C Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Floating Rate Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Holders of the Class C Certificates or their designeedesignees. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Floating Rate Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class C Certificate, each Class C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C Certificateholders. By accepting a Class C Certificate, each Class C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return and information reporting, the right of the Holders of the Floating Rate Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts Rate Carryover Amount may have more than a de minimis value.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “"Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Soundview Mortgage Fremont Home Loan Trust 20062003-EQ23, Asset-Backed Certificates, Series 2006▇▇▇▇-EQ2▇.” All amounts deposited in " ▇▇ the Closing Date, the Depositor will deposit, or cause to be deposited, into the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Floating Rate Certificates in the manner set forth in Section 4.01(d)$1,000. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Rate Certificates (after taking into account the remaining Initial Net WAC Rate Carryover Reserve Account Deposit)Date, the Trust Administrator Trustee has been directed by the Class C Certificateholders to, and therefore willshall, deposit into the Net WAC Rate Carryover Reserve Account the sum of (A) the excess, if any, of $1,000 over the amount on deposit therein (exclusive of any amounts described in Section 4.01(c)(v)therein representing any investment income on such reserve account) and (B) the aggregate of any Net WAC Rate Carryover Amounts for the Class A Certificates and Mezzanine Certificates, rather than distributing such amounts to the Class C Certificateholders. In addition, any payments received by the Trust Administrator under the Basis Risk Cap Agreement on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates, and will shall distribute the aggregate Net WAC Rate Carryover Amount, if any, for such amounts Distribution Date from the Net WAC Rate Carryover Reserve Account to the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(d4.01(e). On each Distribution Date, any amounts remaining in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trust Administrator under the Basis Risk Cap Agreementother than $1,000 as set forth above) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Class A Certificates and the Mezzanine Certificates for such Distribution Date, shall be payable to the Trust Administrator as additional compensation. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Basis Risk Cap Agreement to the Trust Administrator who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, retained in the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from Account. On the Holder Distribution Date on which the Certificate Principal Balances of the Class C A Certificates unless and until Mezzanine Certificates have been reduced to zero, after the date when either (a) there is more than one Class C Certificateholder or (b) payment of any Class of Certificates in addition to Net WAC Rate Carryover Amounts on the Class C A Certificates is recharacterized as an equity interest and Mezzanine Certificates for such Distribution Date, and on each Distribution Date thereafter, the Trustee shall withdraw any amount on deposit in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is and shall distribute such amount to the intention Holders of the parties hereto thatClass C Certificates. In addition, for federal upon any earlier termination of the Trust, after the payment of any Net WAC Rate Carryover Amounts on the Class A Certificates and state income and state and local franchise tax purposesthe Mezzanine Certificates, the Trustee shall withdraw any amount on deposit in the Net WAC Rate Carryover Reserve Account and shall distribute such amount to the Holders of the Class C Certificates. For federal and state income tax purposes, the Class C Certificateholders will be treated as a partnership provided, that deemed to be the Trust Administrator shall not be required to prepare owners of the Net WAC Rate Carryover Reserve Account and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if any. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap Agreementinitial deposit therein of $1,000) shall be treated as amounts distributed by REMIC 4 2 to the Holder of the Class C Interest and by REMIC 4 to the Holder Holders of the Class C Certificates. The Net WAC Rate Carryover Reserve Account will be an “"outside reserve fund” " within the meaning of Treasury Regulation regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Floating Rate Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Holders of the Class C Certificates or their designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Floating Rate Class A-1 Certificates, the Class A-2 Certificates, the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class C Certificate, each Class C Certificateholder hereby agrees to direct the Trust Administrator, and the Trust Administrator hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C Certificateholders. By accepting a Class C Certificate, each Class C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return and information reporting, the right of the Holders of the Floating Rate Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have more than a de minimis value.Net

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “"Net WAC Rate Carryover Reserve Account, Deutsche ▇▇▇▇▇ Fargo Bank Minnesota, National Trust CompanyAssociation, as Trustee, in trust for registered Holders of Soundview Option One Mortgage Loan Trust 20062003-EQ22, Asset-Backed Certificates, Series 2006▇▇▇▇-EQ2▇.” All amounts " ▇▇ the Closing Date, the Depositor will deposit, or cause to be deposited, into the Net WAC Rate Carryover Reserve Account $1,000. In addition, the amount deposited in the Net WAC Rate Carryover Reserve Account shall will be distributed to increased by any payments received by the Holders of Trustee under the Floating Cap Contract and deposited into the Net WAC Rate Certificates in the manner set forth in Section 4.01(d)Carryover Reserve Account. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Rate Class A Certificates (after taking into account and/or the remaining Initial Net WAC Rate Carryover Reserve Account Deposit)Mezzanine Certificates, the Trust Administrator Trustee has been directed by the Class C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(c)(v4.01(d)(xiii), rather than distributing such amounts to the Class C Certificateholders. In addition, any payments received by the Trust Administrator under the Basis Risk Cap Agreement on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Floating Rate Class A Certificates and/or the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(d). On each If no Net WAC Rate Carryover Amounts are payable on a Distribution Date, any the Trustee shall deposit into the Net WAC Rate Carryover Reserve Account on behalf of the Class C Certificateholders, from amounts remaining otherwise distributable to the Class C Certificateholders, an amount such that when added to other amounts already on deposit in the Net WAC Rate Carryover Reserve Account (representing payments received by Account, the Trust Administrator under the Basis Risk Cap Agreement) after the payment of any Net WAC Rate Carryover Amounts aggregate amount on the Floating Rate Certificates for such Distribution Date, shall be payable deposit therein is equal to the Trust Administrator as additional compensation$1,000. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Basis Risk Cap Agreement to the Trust Administrator who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Class C Certificateholders will be deemed to be the owners of the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Class C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be treated as a partnership provided, that the Trust Administrator shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if any. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap Agreement) shall be treated as amounts distributed by REMIC 4 3 to the Holder of the Class C Interest and by REMIC 4 to the Holder Holders of the Class C Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Floating Rate Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Holders of the Class C Certificates Certificateholders or their designeedesignees. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Floating Rate Class A Certificates or the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class C Certificate, each Class C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C Certificateholders. By accepting a Class C Certificate, each Class C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit At the direction of the Holders of a majority in Percentage Interest in the Class C Certificates, the Trustee shall direct any depository institution maintaining the Net WAC Rate Carryover Reserve Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class C Certificates with respect to the Net WAC Rate Carryover Reserve Account is received by the Trustee, the Trustee shall remain uninvestedinvest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. For federal tax return and information reporting, the right of the Holders of Class A Certificateholders and the Floating Rate Certificates Mezzanine Certificateholders to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have more than Wac Rate Carryover Amount shall be assigned a de minimis valuevalue of zero.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Soundview Fremont Mortgage Loan Trust 2006-EQ21, Asset-Backed Certificates, Series 2006-EQ21.” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the the Fixed Rate Certificates and the Floating Rate Certificates in the manner set forth in Section 4.01(d). On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Fixed Rate Certificates and the Floating Rate Certificates (after taking into account the remaining Initial Net WAC Rate Carryover Reserve Account Deposit)Certificates, the Trust Administrator Trustee has been directed by the Class C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(c)(v), rather than distributing such amounts to the Class C Certificateholders. In addition, any payments received by the Trust Administrator Trustee under the Basis Risk Cap Agreement Contract on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Fixed Rate Certificates and the Floating Rate Certificates, and will distribute such amounts to the Holders of the Fixed Rate Certificates and the Floating Rate Certificates in the amounts and priorities set forth in Section 4.01(d). On each Distribution Date, any amounts remaining in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trust Administrator Trustee under the Basis Risk Cap AgreementContract) after the payment of any Net WAC Rate Carryover Amounts on the Fixed Rate Certificates and the Floating Rate Certificates for such Distribution Date, shall be payable to the Trust Administrator Trustee as additional compensation. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Basis Risk Cap Agreement Contract to the Trust Administrator Trustee who shall, pursuant to the terms of the Basis Risk Cap AgreementContract, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Class C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be treated as a partnership provided, that the Trust Administrator shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if any. All amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap AgreementContract) shall be treated as amounts distributed by REMIC 4 3 to the Holder of the Class C Interest and by REMIC 4 to the Holder of the Class C Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Fixed Rate Certificates and the Floating Rate Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Holders of the Class C Certificates or their designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Fixed Rate Certificates and the Floating Rate Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class C Certificate, each Class C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C Certificateholders. By accepting a Class C Certificate, each Class C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return and information reporting, the right of the Holders of the Fixed Rate Certificates and Floating Rate Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have more than a de minimis value. The value of such amount, if any, may be obtained from the Trustee upon request, provided that the Trustee has received such information from the Underwriters.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “"Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Soundview Mortgage Fremont Home Loan Trust 20062004-EQ24, Asset-Backed Certificates, Series 20062004-EQ24.” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Floating Rate Certificates in the manner set forth in Section 4.01(d). " On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Rate Certificates (after taking into account the remaining Initial Net WAC Rate Carryover Reserve Account Deposit)Date, the Trust Administrator Trustee has been directed by the Class C Certificateholders to, and therefore willshall, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(c)(v4.01(d)(iv), rather than distributing such amounts to the Class C Certificateholders. In addition, any payments received by the Trust Administrator Trustee under the Basis Risk Cap Agreement Contract on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Floating Rate Certificates, and will shall distribute such amounts from the Net WAC Rate Carryover Reserve Account to the Holders of the Floating Rate Certificates in the amounts and priorities set forth in Section 4.01(d4.01(e). On each Distribution Date, any amounts remaining in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trust Administrator Trustee under the Basis Risk Cap AgreementContract) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates for such Distribution Date, shall be payable to the Trust Administrator as additional compensationTrustee. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Basis Risk Cap Agreement to the Trust Administrator who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Class C Certificateholders will be deemed to be the owners of the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Class C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be treated as a partnership provided, that the Trust Administrator shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if any. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than any amounts received under deposited pursuant to the Basis Risk Cap AgreementContract) shall be treated as amounts distributed by REMIC 4 2 to the Holder Holders of the Class C Interest and by REMIC 4 the Class C Interest to the Holder of the Class C Certificates. The Net WAC Rate Carryover Reserve Account will be an “"outside reserve fund” " within the meaning of Treasury Regulation regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Floating Rate Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Holders of the Class C Certificates or their designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Floating Rate Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class C Certificate, each Class C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above in Section 4.01(d)(xxiv) on each Distribution Date as to which there is any Net WAC Rate Carryover Amount (in excess of the amount received under the Cap Contract) rather than distributing such amounts to the Class C Certificateholders. By accepting a Class C Certificate, each Class C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts 110 All amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return and information reporting, the right of the Holders of the Floating Rate Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have more than Rate Carryover Amount shall be assigned a de minimis valuevalue of zero.

Net WAC Rate Carryover Reserve Account. (a) No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself itself, a separate, segregated trust account (the "Net WAC Rate Carryover Reserve Account") titled, “"Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company▇▇▇▇▇ Fargo Bank, N.A., as Trustee, in trust for the registered Holders holders of Soundview ▇▇▇▇▇▇▇▇▇▇ Mortgage Loan Trust 2006-EQ2, Asset-Backed CertificatesTrust, Series 2006-EQ2OPT1, Asset Backed Pass-Through Certificates.” " On the Business Day prior to each Distribution Date, the Trustee will deposit any amounts received under the Cap Contracts into the Net WAC Carryover Reserve Account. All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates in the manner set forth in Section 4.01(d4.01(a)(4). . (b) On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Rate Class A Certificates (after taking into account or the remaining Initial Net WAC Rate Carryover Reserve Account Deposit)Mezzanine Certificates, the Trust Administrator Trustee has been directed by the Class C CE Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(c)(v4.01(a)(4), rather than distributing such amounts to the Class C CE Certificateholders. In addition, any payments received by the Trust Administrator under the Basis Risk Cap Agreement on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(d4.01(a)(4). On each Distribution Date. (c) For federal and state income tax purposes, any amounts remaining in the Class CE Certificateholders will be deemed to be the owners of the Net WAC Rate Carryover Reserve Account (representing payments received by the Trust Administrator under the Basis Risk Cap Agreement) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates for such Distribution Date, shall be payable to the Trust Administrator as additional compensation. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Basis Risk Cap Agreement to the Trust Administrator who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Class C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be treated as a partnership provided, that the Trust Administrator shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if any. All amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under paid on the Basis Risk Cap AgreementContracts) shall be treated as amounts distributed by REMIC 4 II to the Holder Holders of the Class C Interest and by REMIC 4 to the Holder of the Class C CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the TrustTrust Fund, or the payment in full of the Floating Rate Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust Fund and distributed to the Holders of the Class C Certificates CE Certificateholders or their designeedesignees. The Net WAC Rate Carryover Reserve Account will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Floating Rate Class A Certificates or the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). . (d) By accepting a Class C CE Certificate, each Class C CE Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C CE Certificateholders. By accepting a Class C CE Certificate, each Class C CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. . (e) Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. . (f) For federal tax return and information reporting, the right of the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have more than Rate Carryover Amount each shall be assigned a de minimis value.

Net WAC Rate Carryover Reserve Account. (a) No later than the Closing Date, the Trust Administrator shall establish and maintain with itself a separate, segregated trust account titled, “Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust CompanyCitibank, N.A., as TrusteeTrust Administrator, in trust for the registered Holders holders of Soundview Citigroup Mortgage Loan Trust 2006-EQ2Trust, Asset-Backed Pass-Through Certificates, Series 20062005-EQ2HE3.” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Floating Rate Certificates in the manner set forth in Section 4.01(d). ” (b) On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Rate Certificates (after taking into account the remaining Initial Net WAC Rate Carryover Reserve Account Deposit)Date, the Trust Administrator has been directed by the Class C CE Certificateholders to, and therefore willshall, deposit into the Net WAC Rate Carryover Reserve Account the amount by which any Net WAC Rate Carryover Amounts for such Distribution Date exceed the amounts described in Section 4.01(c)(v)received by the Trust Administrator under the Cap Contracts, rather than distributing such amounts to the Class C CE Certificateholders. In addition, any payments received by the Trust Administrator under the Basis Risk Cap Agreement on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator shall hold all such amounts for the benefit of the Holders of the Floating Rate Certificates, and will shall distribute the aggregate Net WAC Rate Carryover Amount, if any, for such amounts Distribution Date from the Net WAC Rate Carryover Reserve Account to the Holders of the Floating Rate Certificates in the amounts and priorities set forth in Section 4.01(d4.01(g). On each Distribution Date, after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates, any amounts remaining in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trust Administrator under the Basis Risk Cap Agreement) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates for such Distribution DateContracts), shall be payable to the Trust Administrator as additional compensation. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its Affiliatescompensation to it, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Basis Risk Cap Agreement subject to the Trust Administrator who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for immediately following paragraph. (c) For federal and state income and state and local franchise tax purposes, the Class CE Certificateholders shall be deemed to be the owners of the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Class C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be treated as a partnership provided, that the Trust Administrator shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if any. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap Agreement) shall be treated as amounts distributed by REMIC 4 II to the Holder of the Class C CE Interest and by REMIC 4 III to the Holder of the Class C CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the TrustTrust Fund, or the payment in full of the Floating Rate Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will shall be released by the Trust Fund and distributed to the Holders of the Class C Certificates CE Certificateholders or their designeedesignees. The Net WAC Rate Carryover Reserve Account will shall be part of the Trust Fund but not part of any Trust REMIC and any payments to the Holders of the Floating Rate Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). . (d) By accepting a Class C CE Certificate, each Class C CE Certificateholder hereby agrees to direct the Trust Administrator, and the Trust Administrator is hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C CE Certificateholders. By accepting a Class C CE Certificate, each Class C CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts . (e) All amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. . (f) For federal tax return and information reporting, the right of the Holders of the Floating Rate Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have more than Wac Rate Carryover Amount shall be assigned a de minimis valuevalue of 47,000 (with respect to the Group I Certificates), 77,000 (with respect to the Group II Certificates) and 226,000 (with respect to the Mezzanine Certificates).

Net WAC Rate Carryover Reserve Account. (a) No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself itself, as agent for the Trustee, a separate, segregated trust account titled, “Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company▇▇▇▇▇ Fargo Bank, N.A., as Trustee, in trust for the registered Holders of Soundview Mortgage Loan Trust 2006-EQ2Park Place Securities, Inc., Asset-Backed Pass-Through Certificates, Series 20062005-EQ2WCW1.” All amounts deposited in The Trustee shall deposit into the Net WAC Rate Carryover Reserve Account shall be distributed any payments received by it pursuant to the Holders of the Floating Rate Certificates in the manner set forth in Section 4.01(d4.01(a)(4)(iv). . (b) On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Adjustable-Rate Certificates (after taking into account the remaining Initial Net WAC Rate Carryover Reserve Account Deposit)Certificates, the Trust Administrator Trustee has been directed by the Class C CE Certificateholders to, and therefore willshall, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(c)(v), amount of such Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C CE Certificateholders. In addition, any payments received by the Trust Administrator under the Basis Risk Cap Agreement on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Floating Adjustable-Rate Certificates, and will shall distribute such amounts to the Holders of the Floating Adjustable-Rate Certificates in the amounts and priorities set forth in Section 4.01(d4.01(a). On each Distribution Date. (c) For federal and state income tax purposes, any amounts remaining in the Class CE Certificateholders shall be deemed to be the owners of the Net WAC Rate Carryover Reserve Account (representing payments received by the Trust Administrator under the Basis Risk Cap Agreement) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates for such Distribution Date, shall be payable to the Trust Administrator as additional compensation. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Basis Risk Cap Agreement to the Trust Administrator who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Class C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be treated as a partnership provided, that the Trust Administrator shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if any. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap Agreement) shall be treated as amounts distributed by REMIC 4 IV to the Holder Holders of the Class C Interest and by REMIC 4 to the Holder of the Class C CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the TrustTrust Fund, or the payment in full of the Floating Adjustable-Rate Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will shall be released by the Trust and distributed to the Holders of the Class C Certificates CE Certificateholders or their designeedesignees. The Net WAC Rate Carryover Reserve Account will shall be part of the Trust but not part of any REMIC and any payments to the Holders of the Floating Adjustable-Rate Certificates of Net WAC Rate Carryover Amounts will shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). . (d) By accepting a Class C CE Certificate, each Class C CE Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C CE Certificateholders. By accepting a Class C CE Certificate, each Class C CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit . (e) At the written direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee shall direct any depository institution maintaining the Net WAC Rate Carryover Reserve Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Net WAC Rate Carryover Reserve Account is received by the Trustee, the Trustee shall remain uninvestedinvest the funds pursuant to clause (vi) of the definition of Permitted Investments. Interest earned on such investment shall be deposited into the Net WAC Rate Carryover Reserve Account. (f) For federal income tax return and information reporting, the value assigned to the right of the Holders of the Floating Rate Class A and Mezzanine Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have more than a Rate Carryover Amount shall be de minimis valueminimis.

Net WAC Rate Carryover Reserve Account. (a) No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself itself, as agent for the Trustee, a separate, segregated trust account titled, “"Net WAC Rate Carryover 106 Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for the registered Holders holders of Soundview Ameriquest Mortgage Loan Trust 2006-EQ2Securities Inc., Asset-Backed Pass-Through Certificates, Series 20062003-EQ23.” All amounts deposited in " On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Floating Rate Certificates in the manner set forth in Section 4.01(d). $1,000. (b) On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Rate Certificates (after taking into account the remaining Initial Net WAC Rate Carryover Reserve Account Deposit)Class A Certificates, the Trust Administrator Class S Certificates or the Mezzanine Certificates, the Trustee has been directed by the Class C CE Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(c)(v)amount of such Net WAC Rate Carryover Amount, rather than distributing such amounts to the Class C CE Certificateholders. In addition, any payments received by the Trust Administrator under the Basis Risk Cap Agreement on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Floating Rate Class A Certificates, the Class S Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Floating Rate Class A Certificates, the Class S Certificates and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(d4.01(a). On each If no Net WAC Rate Carryover Amounts are payable on a Distribution Date, any the Trustee shall deposit into the Net WAC Rate Carryover Reserve Account on behalf of the Class CE Certificateholders, from amounts remaining otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trust Administrator under the Basis Risk Cap Agreement) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates for such Distribution Date, shall be payable to the Trust Administrator as additional compensation. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its AffiliatesAccount, the Depositor shall refund or cause such Affiliate aggregate amount on deposit therein is equal to refund any amounts paid to it under the Basis Risk Cap Agreement to the Trust Administrator who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for $1,000. (c) For federal and state income and state and local franchise tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Class C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be treated as a partnership provided, that the Trust Administrator shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if any. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap Agreementinitial deposit therein of $1,000) shall be treated as amounts distributed by REMIC 4 II to the Holder Holders of the Class C Interest and by REMIC 4 to the Holder of the Class C CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Floating Rate Class A Certificates, the Class S Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Holders of the Class C Certificates CE Certificateholders or their designeedesignees. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Floating Rate Class A Certificates, the Class S Certificates or the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). . (d) By accepting a Class C CE Certificate, each Class C CE Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C CE Certificateholders. By accepting a Class C CE Certificate, each Class C CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit . (e) At the written direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee shall direct any depository institution maintaining the Net WAC Rate Carryover Reserve Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be 107 withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Net WAC Rate Carryover Reserve Account is received by the Trustee, the Trustee shall remain uninvestedinvest the funds in the Deutsche Bank Institutional Cash Management Fund 541 so long as it is a Permitted Investment. Interest earned on such investment shall be deposited into the Net WAC Rate Carryover Reserve Account. (f) For federal tax return and information reporting, the right of the Holders of the Floating Rate Class A Certificates, the Class S Certificates and the Mezzanine Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have more than Wac Rate Carryover Amount shall be assigned a de minimis valuevalue of zero.

Net WAC Rate Carryover Reserve Account. (a) No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself itself, as agent for the Trustee, a separate, segregated trust account titled, “"Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for the registered Holders holders of Soundview Mortgage Loan Trust 2006-EQ2Argent Securities Inc., Asset-Backed Pass-Through Certificates, Series 20062004-EQ2W1.” All amounts deposited " On the Closing Date, ▇▇▇ ▇▇▇▇▇▇tor shall deposit, or cause to be deposited, into the Net WAC Rate Carryover Reserve Account $1,000. In addition, the amount in the Net WAC Rate Carryover Reserve Account shall be distributed to include any payments received by the Trustee under the Cap Contracts and deposited into the Net WAC Rate Carryover Reserve Account for the benefit of the Holders of the Floating Rate Certificates in the manner set forth in Section 4.01(d). Offered Certificates. (b) On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Rate Class A Certificates (after taking into account or the remaining Initial Net WAC Rate Carryover Reserve Account Deposit)Mezzanine Certificates, the Trust Administrator Trustee has been directed by the Class C CE Certificateholders to, and therefore willshall, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(c)(v)amount of such Net WAC Rate Carryover Amount, rather than distributing such amounts to the Class C CE Certificateholders. In addition, any payments received by the Trust Administrator under the Basis Risk Cap Agreement on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates, and will shall distribute such amounts to the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(d4.01(b). On each If no Net WAC Rate Carryover Amounts are payable on a Distribution Date, any the Trustee shall deposit into the Net WAC Rate Carryover Reserve Account on behalf of the Class CE Certificateholders, from 121 amounts remaining otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trust Administrator under the Basis Risk Cap Agreement) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates for such Distribution Date, shall be payable to the Trust Administrator as additional compensation. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its AffiliatesAccount, the Depositor shall refund or cause such Affiliate aggregate amount on deposit therein is equal to refund any amounts paid to it under the Basis Risk Cap Agreement to the Trust Administrator who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for $1,000. (c) For federal and state income and state and local franchise tax purposes, the Class CE Certificateholders shall be deemed to be the owners of the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Class C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be treated as a partnership provided, that the Trust Administrator shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if any. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap Agreementinitial deposit therein of $1,000) shall be treated as amounts distributed by REMIC 4 II to the Holder Holders of the Class C CE Interest and by REMIC 4 III to the Holder Holders of the Class C CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Floating Rate Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will shall be released by the Trust and distributed to the Holders of the Class C Certificates CE Certificateholders or their designeedesignees. The Net WAC Rate Carryover Reserve Account will shall be part of the Trust but not part of any REMIC and any payments to the Holders of the Floating Rate Class A Certificates or the Mezzanine Certificates of Net WAC Rate Carryover Amounts will shall not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). . (d) By accepting a Class C CE Certificate, each Class C CE Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C CE Certificateholders. By accepting a Class C CE Certificate, each Class C CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit . (e) At the written direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee shall direct any depository institution maintaining the Net WAC Rate Carryover Reserve Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Net WAC Rate Carryover Reserve Account is received by the Trustee, the Trustee shall remain uninvestedinvest the funds in the Deutsche Bank Institutional Cash Management Fund 541 so long as it is a Permitted Investment. Interest earned on such investment shall be deposited into the Net WAC Rate Carryover Reserve Account. (f) For federal tax return and information reporting, the right of the Holders of the Floating Rate Mezzanine Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts Wac Rate Carryover Amount may have more than a de minimis value.be obtained from the Trustee upon request. Such information will be provided to the Trustee by the Underwriter on or prior to the Closing Date. 122

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Soundview Mortgage Fremont Home Loan Trust 20062005-EQ22, Asset-Backed Certificates, Series 20062005-EQ22.” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Floating Rate Certificates in the manner set forth in Section 4.01(d). On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Rate Certificates (after taking into account the remaining Initial Net WAC Rate Carryover Reserve Account Deposit)Date, the Trust Administrator Trustee has been directed by the Class C Certificateholders to, and therefore willshall, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(c)(v4.01(d)(iv), rather than distributing such amounts to the Class C Certificateholders. In addition, any payments received by the Trust Administrator Trustee under the Basis Risk Cap Agreement Contract on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Floating Rate Certificates, and will shall distribute such amounts from the Net WAC Rate Carryover Reserve Account to the Holders of the Floating Rate Certificates in the amounts and priorities set forth in Section 4.01(d4.01(e). On each Distribution Date, any amounts remaining in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trust Administrator Trustee under the Basis Risk Cap AgreementContract) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates for such Distribution Date, shall be payable to the Trust Administrator as additional compensationTrustee. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Basis Risk Cap Agreement to the Trust Administrator who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Class C Certificateholders will be deemed to be the owners of the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Class C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be treated as a partnership provided, that the Trust Administrator shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if any. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than any amounts received under deposited pursuant to the Basis Risk Cap AgreementContract) shall be treated as amounts distributed by REMIC 4 2 to the Holder Holders of the Class C Interest and by REMIC 4 the Class C Interest to the Holder of the Class C Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Floating Rate Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Holders of the Class C Certificates or their designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Floating Rate Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class C Certificate, each Class C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above in Section 4.01(d)(xxiv) on each Distribution Date as to which there is any Net WAC Rate Carryover Amount (in excess of the amount received under the Cap Contract) rather than distributing such amounts to the Class C Certificateholders. By accepting a Class C Certificate, each Class C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts All amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return and information reporting, the right of the Holders of the Floating Rate Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have more than Rate Carryover Amount shall be assigned a de minimis valuevalue of $69,000.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “"Net WAC Rate Carryover Reserve Account, Deutsche ▇▇▇▇▇ Fargo Bank Minnesota, National Trust CompanyAssociation, as Trustee, in trust for registered Holders of Soundview Option One Mortgage Loan Trust 20062002-EQ26, Asset-Backed Certificates, Series 2006▇▇▇▇-EQ2▇.” All amounts " ▇▇ the Closing Date, the Depositor will deposit, or cause to be deposited, into the Net WAC Rate Carryover Reserve Account $1,000. In addition, the amount deposited in the Net WAC Rate Carryover Reserve Account shall will be distributed to increased by any payments received by the Holders of Trustee under the Floating Cap Contracts and deposited into the Net WAC Rate Certificates in the manner set forth in Section 4.01(d)Carryover Reserve Account. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Rate Class A Certificates (after taking into account and/or the remaining Initial Net WAC Rate Carryover Reserve Account Deposit)Mezzanine Certificates, the Trust Administrator Trustee has been directed by the Class C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(c)(v4.01(d)(viii), rather than distributing such amounts to the Class C Certificateholders. In addition, any payments received by the Trust Administrator under the Basis Risk Cap Agreement on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Floating Rate Class A Certificates and/or the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(d). On each If no Net WAC Rate Carryover Amounts are payable on a Distribution Date, any the Trustee shall deposit into the Net WAC Rate Carryover Reserve Account on behalf of the Class C Certificateholders, from amounts remaining otherwise distributable to the Class C Certificateholders, an amount such that when added to other amounts already on deposit in the Net WAC Rate Carryover Reserve Account (representing payments received by Account, the Trust Administrator under the Basis Risk Cap Agreement) after the payment of any Net WAC Rate Carryover Amounts aggregate amount on the Floating Rate Certificates for such Distribution Date, shall be payable deposit therein is equal to the Trust Administrator as additional compensation$1,000. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Basis Risk Cap Agreement to the Trust Administrator who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Class C Certificateholders will be deemed to be the owners of the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Class C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be treated as a partnership provided, that the Trust Administrator shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if any. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap Agreementinitial deposit therein of $1,000) shall be treated as amounts distributed by REMIC 4 3 to the Holder of the Class C Interest and by REMIC 4 to the Holder Holders of the Class C Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Floating Rate Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Holders of the Class C Certificates Certificateholders or their designeedesignees. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Floating Rate Class A Certificates or the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class C Certificate, each Class C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C Certificateholders. By accepting a Class C Certificate, each Class C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit At the direction of the Holders of a majority in Percentage Interest in the Class C Certificates, the Trustee shall direct any depository institution maintaining the Net WAC Rate Carryover Reserve Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class C Certificates with respect to the Net WAC Rate Carryover Reserve Account is received by the Trustee, the Trustee shall remain uninvestedinvest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. For federal tax return and information reporting, the right of the Holders of Class A Certificateholders and the Floating Rate Certificates Mezzanine Certificateholders to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have more than Wac Rate Carryover Amount shall be assigned a de minimis valuevalue of zero.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “"Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Soundview First Franklin Mortgage Loan Trust 20062005-EQ2FF4, Asset-Backed Certificates, Series 20062005-EQ2FF4.” " All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Floating Adjustable-Rate Certificates in the manner set forth in Section 4.01(d). On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Adjustable-Rate Certificates (after taking into account the remaining Initial Net WAC Rate Carryover Reserve Account Deposit)Certificates, the Trust Administrator Trustee has been directed by the Class C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(c)(v4.01(d)(iv), rather than distributing such amounts to the Class C Certificateholders. In addition, any payments received by the Trust Administrator Trustee under the Basis Risk Cap Agreement Contract on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Floating Adjustable-Rate Certificates, and will distribute such amounts to the Holders of the Floating Adjustable-Rate Certificates in the amounts and priorities set forth in Section 4.01(d). On each Distribution Date, any amounts remaining in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trust Administrator Trustee under the Basis Risk Cap AgreementContract) after the payment of any Net WAC Rate Carryover Amounts on the Floating Adjustable-Rate Certificates for such Distribution Date, shall be payable to the Trust Administrator as additional compensationTrustee. For so long as any Floating Adjustable-Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Basis Risk Cap Agreement Contract to the Trust Administrator Trustee who shall, pursuant to the terms of the Basis Risk Cap AgreementContract, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for For federal and state income and state and local franchise tax purposes, the Trustee will be deemed to be the owner of the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Class C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be treated as a partnership provided, that the Trust Administrator shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if anyAccount. All amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap AgreementContract) shall be treated as amounts distributed by REMIC 4 3 to the Holder of the Class C Interest and by REMIC 4 to the Holder of the Class C Certificates. The Net WAC Rate Carryover Reserve Account will be an “"outside reserve fund” " within the meaning of Treasury Regulation regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Floating Adjustable-Rate Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Holders of the Class C Certificates Trustee or their its designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Floating Adjustable-Rate Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class C Certificate, each Class C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C Certificateholders. By accepting a Class C Certificate, each Class C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return and information reporting, the right of purchase price allocated to the Holders of the Floating Rate Certificates to receive payments from the Net WAC Rate Carryover Reserve Account Cap Contract in respect of any Net WAC Cap Carry Forward Amounts Rate Carryover Amount may have more than a de minimis value.be obtained from the Trustee, upon receipt from the Depositor

Net WAC Rate Carryover Reserve Account. (a) No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself itself, as agent for the Trustee, a separate, segregated trust account titled, “"Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for the registered Holders of Soundview Ameriquest Mortgage Loan Trust 2006-EQ2Securities Inc., Asset-Backed Pass-Through Certificates, Series 20062003-EQ210.” All amounts deposited in " On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Net WAC Rate Carryover Reserve Account $1,000. In addition, the Trustee shall be distributed to deposit into the Holders of Net WAC Rate Carryover Reserve Account any payments received by it under the Floating Rate Certificates in the manner set forth in Section 4.01(d). Cap Contracts. (b) On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Rate Class A Certificates (after taking into account or the remaining Initial Net WAC Rate Carryover Reserve Account Deposit)Mezzanine Certificates, the Trust Administrator Trustee has been directed by the Class C CE Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amount of such Net WAC Rate Carryover Amount (after taking into account amounts described in Section 4.01(c)(vreceived under the Cap Contracts), rather than distributing such amounts to the Class C CE Certificateholders. In addition, any payments received by the Trust Administrator under the Basis Risk Cap Agreement on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(d4.01(a). On each If no Net WAC Rate Carryover 116 Amounts are payable on a Distribution Date, any the Trustee shall deposit into the Net WAC Rate Carryover Reserve Account on behalf of the Class CE Certificateholders, from amounts remaining otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trust Administrator under the Basis Risk Cap Agreement) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates for such Distribution Date, shall be payable to the Trust Administrator as additional compensation. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its AffiliatesAccount, the Depositor shall refund or cause such Affiliate aggregate amount on deposit therein is equal to refund any amounts paid to it under the Basis Risk Cap Agreement to the Trust Administrator who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for $1,000. (c) For federal and state income and state and local franchise tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Class C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be treated as a partnership provided, that the Trust Administrator shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if any. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap Agreementinitial deposit therein of $1,000) shall be treated as amounts distributed by REMIC 4 II to the Holder Holders of the Class C Interest and by REMIC 4 to the Holder of the Class C CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Floating Rate Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Holders of the Class C Certificates CE Certificateholders or their designeedesignees. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Floating Rate Class A Certificates or the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). . (d) By accepting a Class C CE Certificate, each Class C CE Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C CE Certificateholders. By accepting a Class C CE Certificate, each Class C CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit . (e) At the written direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee shall direct any depository institution maintaining the Net WAC Rate Carryover Reserve Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Net WAC Rate Carryover Reserve Account is received by the Trustee, the Trustee shall remain uninvestedinvest the funds in the Deutsche Bank Institutional Cash Management Fund 541 so long as it is a Permitted Investment. Interest earned on such investment shall be deposited into the Net WAC Rate Carryover Reserve Account. (f) For federal tax return and information reporting, the right of the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have more than Wac Rate Carryover Amount shall be assigned a de minimis valuevalue of zero.

Net WAC Rate Carryover Reserve Account. (a) No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself itself, as agent for the Trustee, a separate, segregated trust account titled, “"Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for the registered Holders holders of Soundview Mortgage Loan Trust 2006-EQ2Argent Securities Inc., Asset-Backed Pass-Through Certificates, Series 20062004-EQ2W6.” All amounts deposited " On the Closing Date, ▇▇▇ ▇▇▇▇▇▇tor shall deposit, or cause to be deposited, into the Net WAC Rate Carryover Reserve Account $1,000. In addition, the amount in the Net WAC Rate Carryover Reserve Account shall be distributed to include any payments received by the Trustee under the Cap Contracts and deposited into the Net WAC Rate Carryover Reserve Account for the benefit of the Holders of the Floating Rate Certificates in the manner set forth in Section 4.01(d). Offered Certificates. (b) On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Rate Class A Certificates (after taking into account or the remaining Initial Net WAC Rate Carryover Reserve Account Deposit)Mezzanine Certificates, the Trust Administrator Trustee has been directed by the Class C CE Certificateholders to, and therefore willshall, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(c)(v)amount of such Net WAC Rate Carryover Amount, rather than distributing such amounts to the Class C CE Certificateholders. In addition, any payments received by the Trust Administrator under the Basis Risk Cap Agreement on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates, and will shall distribute such amounts to the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(d4.01(b). On each If no Net WAC Rate Carryover Amounts are payable on a Distribution Date, any the Trustee shall deposit into the Net WAC Rate Carryover Reserve Account on behalf of the Class CE Certificateholders, from amounts remaining otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trust Administrator under the Basis Risk Cap Agreement) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates for such Distribution Date, shall be payable to the Trust Administrator as additional compensation. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its AffiliatesAccount, the Depositor shall refund or cause such Affiliate aggregate amount on deposit therein is equal to refund any amounts paid to it under the Basis Risk Cap Agreement to the Trust Administrator who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for $1,000. (c) For federal and state income and state and local franchise tax purposes, the Class CE Certificateholders shall be deemed to be the owners of the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Class C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be treated as a partnership provided, that the Trust Administrator shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if any. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap Agreementinitial deposit therein of $1,000) shall be treated as amounts distributed by REMIC 4 II to the Holder Holders of the Class C CE Interest and by REMIC 4 III to the Holder Holders of the Class C CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Floating Rate Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will shall be released by the Trust and distributed to the Holders of the Class C Certificates CE Certificateholders or their designeedesignees. The Net WAC Rate Carryover Reserve Account will shall be part of the Trust but not part of any REMIC and any payments to the Holders of the Floating Rate Class A Certificates or the Mezzanine Certificates of Net WAC Rate Carryover Amounts will shall not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). . (d) By accepting a Class C CE Certificate, each Class C CE Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C CE Certificateholders. By accepting a Class C CE Certificate, each Class C CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit . (e) At the written direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee shall direct any depository institution maintaining the Net WAC Rate Carryover Reserve Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Net WAC Rate Carryover Reserve Account is received by the Trustee, the Trustee shall remain uninvestedinvest the funds in the Deutsche Bank 121 Institutional Cash Management Fund 541 so long as it is a Permitted Investment. Interest earned on such investment shall be deposited into the Net WAC Rate Carryover Reserve Account. (f) For federal tax return and information reporting, the right of the Holders of the Floating Rate Mezzanine Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts Wac Rate Carryover Amount may have more than a de minimis valuebe obtained from the Trustee upon request. Such information will be provided to the Trustee by the Underwriter on or prior to the Closing Date.

Net WAC Rate Carryover Reserve Account. (a) No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself itself, as agent for the Trustee, a separate, segregated trust account titled, “"Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for the registered Holders of Soundview Ameriquest Mortgage Loan Trust 2006-EQ2Securities Inc., Asset-Backed Pass-Through Certificates, Series 20062003-EQ213.” All amounts deposited in " On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Net WAC Rate Carryover Reserve Account $1,000. In addition, the Trustee shall be distributed to deposit into the Net WAC Rate Carryover Reserve Account any payments received by it under the Cap Contracts for the benefit of the Holders of the Floating Adjustable-Rate Certificates in the manner set forth in Section 4.01(d). Certificates. (b) On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Rate Class A Certificates (after taking into account or the remaining Initial Net WAC Rate Carryover Reserve Account Deposit)Mezzanine Certificates, the Trust Administrator Trustee has been directed by the Class C CE Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amount of such Net WAC Rate Carryover Amount, after taking into account amounts described in Section 4.01(c)(v)received under the Cap Contracts, rather than distributing such amounts to the Class C CE Certificateholders. In addition, any payments received by the Trust Administrator under the Basis Risk Cap Agreement on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(d4.01(a). On each If no Net WAC Rate Carryover Amounts are payable on a Distribution Date, any the Trustee shall deposit into the Net WAC Rate Carryover Reserve Account on behalf of the Class CE Certificateholders, from amounts remaining otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trust Administrator under the Basis Risk Cap Agreement) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates for such Distribution Date, shall be payable to the Trust Administrator as additional compensation. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its AffiliatesAccount, the Depositor shall refund or cause such Affiliate aggregate amount on deposit therein is equal to refund any amounts paid to it under the Basis Risk Cap Agreement to the Trust Administrator who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder$1,000. It is the intention of the parties hereto that, for 124 (c) For federal and state income and state and local franchise tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Class C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be treated as a partnership provided, that the Trust Administrator shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if any. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap Agreementinitial deposit therein of $1,000) shall be treated as amounts distributed by REMIC 4 II to the Holder Holders of the Class C Interest and by REMIC 4 to the Holder of the Class C CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Floating Rate Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Holders of the Class C Certificates CE Certificateholders or their designeedesignees. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Floating Rate Class A Certificates or the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). . (d) By accepting a Class C CE Certificate, each Class C CE Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C CE Certificateholders. By accepting a Class C CE Certificate, each Class C CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit . (e) At the written direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee shall direct any depository institution maintaining the Net WAC Rate Carryover Reserve Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Net WAC Rate Carryover Reserve Account is received by the Trustee, the Trustee shall remain uninvestedinvest the funds in the Deutsche Bank Institutional Cash Management Fund 541 so long as it is a Permitted Investment. Interest earned on such investment shall be deposited into the Net WAC Rate Carryover Reserve Account. (f) For federal income tax return and information reporting, the value assigned to the right of the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts Rate Carryover Amount shall be provided to the Trustee as of the Closing Date and may have more than a de minimis valuebe obtained from the Trustee upon request. ARTICLE V THE CERTIFICATES

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Soundview Mortgage Loan Trust 2006-EQ2, Asset-Backed Certificates, Series 2006-EQ2"[________].” " All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Floating Adjustable-Rate Certificates in the manner set forth in Section 4.01(d). On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Adjustable-Rate Certificates (after taking into account the remaining Initial Net WAC Rate Carryover Reserve Account Deposit)Certificates, the Trust Administrator Trustee has been directed by the Class C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(c)(v4.01(d)(iv), rather than distributing such amounts to the Class C Certificateholders. In addition, any payments received by the Trust Administrator Trustee under the Basis Risk Cap Agreement Contract on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Floating Adjustable-Rate Certificates, and will distribute such amounts to the Holders of the Floating Adjustable-Rate Certificates in the amounts and priorities set forth in Section 4.01(d). On each Distribution Date, any amounts remaining in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trust Administrator Trustee under the Basis Risk Cap AgreementContract) after the payment of any Net WAC Rate Carryover Amounts on the Floating Adjustable-Rate Certificates for such Distribution Date, shall be payable to the Trust Administrator as additional compensationTrustee. For so long as any Floating Adjustable-Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Basis Risk Cap Agreement Contract to the Trust Administrator Trustee who shall, pursuant to the terms of the Basis Risk Cap AgreementContract, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Class C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be treated as a partnership provided, that the Trust Administrator shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if anygrantor trust. All amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap AgreementContract) shall be treated as amounts distributed by REMIC 4 to the Holder of the Class C Interest and by REMIC 4 5 to the Holder of the Class C Certificates. The Net WAC Rate Carryover Reserve Account will be an “"outside reserve fund” " within the meaning of Treasury Regulation regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Floating Adjustable-Rate Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Holders Holder of the Class C Certificates or their its designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Floating Adjustable-Rate Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class C Certificate, each Class C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C Certificateholders. By accepting a Class C Certificate, each Class C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return and information reporting, the right of the Holders of the Floating Adjustable-Rate Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have more than a de minimis DE MINIMIS value.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “"Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Soundview Mortgage Fremont Home Loan Trust 20062002-EQ21, Asset-Asset- Backed Certificates, Series 20062002-EQ21.” All amounts deposited in " On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Floating Rate Certificates in the manner set forth in Section 4.01(d)$1,000. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Rate Class A Certificates (after taking into account or the remaining Initial Net WAC Rate Carryover Reserve Account Deposit)Mezzanine Certificates, the Trust Administrator Trustee has been directed by the Class C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(c)(v4.01(d)(x), rather than distributing such amounts to the Class C Certificateholders. In addition, any payments received by the Trust Administrator under the Basis Risk Cap Agreement on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(d). If no Net WAC Rate Carryover Amounts are payable on a Distribution Date, the Trustee shall deposit into the Net WAC Rate Carryover Reserve Account on behalf of the Class C Certificateholders, from amounts otherwise distributable to the Class C Certificateholders, an amount such that when added to other amounts already on deposit in the Net WAC Rate Carryover Reserve Account, the aggregate amount on deposit therein is equal to $1,000. On each Distribution Date, any amounts remaining in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trust Administrator under the Basis Risk Cap Agreementother than $1,000 as set forth above) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Offered Certificates for such Distribution Date, shall be payable to the Trust Administrator as additional compensationHolders of the Class C Certificates. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Basis Risk Cap Agreement to the Trust Administrator who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Class C Certificateholders will be deemed to be the owners of the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Class C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be treated as a partnership provided, that the Trust Administrator shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if any. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap Agreementinitial deposit therein of $1,000) shall be treated as amounts distributed by REMIC 4 2 to the Holder of the Class C Interest and by REMIC 4 to the Holder Holders of the Class C Certificates. The Net WAC Rate Carryover Reserve Account will be an “"outside reserve fund” " within the meaning of Treasury Regulation regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Floating Rate Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Holders of the Class C Certificates Certificateholders or their designeedesignees. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Floating Rate Class A Certificates or the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class C Certificate, each Class C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C Certificateholders. By accepting a Class C Certificate, each Class C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit At the direction of the Holders of a majority in Percentage Interest in the Class C Certificates, the Trustee shall direct any depository institution maintaining the Net WAC Rate Carryover Reserve Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class C Certificates with respect to the Net WAC Rate Carryover Reserve Account is received by the Trustee, the Trustee shall remain uninvestedinvest the funds in such account in the following Permitted Investment for so long as such Permitted Investment is managed by the Trustee or an Affiliate of the Trustee and is of the kind described in clause (vi) of the definition of Permitted Investments: Deutsche Bank Treasury Money Fund No. 835. For federal tax return and information reporting, the right of the Holders of the Floating Rate Class A Certificates and the Holders of the Mezzanine Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have more than Rate Carryover Amount shall be assigned a de minimis valuevalue of zero.

Net WAC Rate Carryover Reserve Account. (a) No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself itself, as agent for the Trustee, a separate, segregated trust account titled, “"Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for the registered Holders holders of Soundview Mortgage Loan Trust 2006-EQ2Argent Securities Inc., Asset-Backed Pass-Through Certificates, Series 2006▇▇▇▇-EQ2▇▇.” All amounts deposited " ▇▇ the Closing Date, the Depositor will deposit, or cause to be deposited, into the Net WAC Rate Carryover Reserve Account $1,000. In addition, the amount in the Net WAC Rate Carryover Reserve Account shall be distributed to include any payments received by the Trustee under the Cap Contract and deposited into the Net WAC Rate Carryover Reserve Account for the benefit of the Holders of the Floating Rate Certificates in the manner set forth in Section 4.01(d). Offered Certificates. (b) On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Rate Certificates (after taking into account the remaining Initial Net WAC Rate Carryover Reserve Account Deposit)Class A-1 Certificates, the Trust Administrator Class A-IO Certificates or the Mezzanine Certificates, the Trustee has been directed by the Class C CE Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(c)(v)amount of such Net WAC Rate Carryover Amount, rather than distributing such amounts to the Class C CE Certificateholders. In addition, any payments received by the Trust Administrator under the Basis Risk Cap Agreement on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Floating Rate Class A-1 Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Floating Rate Class A-1 Certificates, the Class A-IO Certificates and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(d4.01(a). On each If no Net WAC Rate Carryover Amounts are payable on a Distribution Date, any the Trustee shall deposit into the Net WAC Rate Carryover Reserve Account on behalf of the Class CE Certificateholders, from amounts remaining otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trust Administrator under the Basis Risk Cap Agreement) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates for such Distribution Date, shall be payable to the Trust Administrator as additional compensation. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its AffiliatesAccount, the Depositor shall refund or cause such Affiliate aggregate amount on deposit therein is equal to refund any amounts paid to it under the Basis Risk Cap Agreement to the Trust Administrator who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for $1,000. (c) For federal and state income and state and local franchise tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Class C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be treated as a partnership provided, that the Trust Administrator shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if any. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap Agreementinitial deposit therein of $1,000) shall be treated as amounts distributed by REMIC 4 III to the Holder Holders of the Class C Interest and by REMIC 4 to the Holder of the Class C CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Floating Rate Class A-1 Certificates, the Class A-IO Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Holders of the Class C Certificates CE Certificateholders or their designeedesignees. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Floating Rate Class A-1 Certificates, the Class A-IO Certificates or the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). . (d) By accepting a Class C CE Certificate, each Class C CE Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C Certificateholders. By accepting a Class C Certificate, each Class C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return and information reporting, the right of the Holders of the Floating Rate Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have more than a de minimis value.115

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “"Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Soundview Mortgage Home Loan Trust 20062005-EQ2OPT1, Asset-Backed Certificates, Series 20062005-EQ2OPT1.” " All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Floating Rate Certificates in the manner set forth in Section 4.01(d). On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Rate Certificates (after taking into account the remaining Initial Net WAC Rate Carryover Reserve Account Deposit)Certificates, the Trust Administrator Trustee has been directed by the Class C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(c)(v4.01(d)(iv), rather than distributing such amounts to the Class C Certificateholders. In addition, any payments received by the Trust Administrator Trustee under the Basis Risk Cap Agreement Contract on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Floating Rate Certificates, and will distribute such amounts to the Holders of the Floating Rate Certificates in the amounts and priorities set forth in Section 4.01(d). On each or after the Distribution DateDate on which the Certificate Principal Balance of the Floating Rate Certificates are reduced to zero, any amounts remaining in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trust Administrator Trustee under the Basis Risk Cap AgreementContract) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates for such Distribution Date, shall be payable to the Trust Administrator as additional compensationcounterparty under the Cap Contract. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Basis Risk Cap Agreement to the Trust Administrator who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Trustee will be deemed to be the owner of the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Class C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be treated as a partnership provided, that the Trust Administrator shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if anyAccount. All amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap AgreementContract) shall be treated as amounts distributed by REMIC 4 3 to the Holder of the Class C Interest and by REMIC 4 to the Holder of the Class C Certificates. The Net WAC Rate Carryover Reserve Account will be an “"outside reserve fund” " within the meaning of Treasury Regulation regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Floating Rate Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Holders of the Class C Certificates Trustee or their its designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Floating Rate Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class C Certificate, each Class C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C Certificateholders. By accepting a Class C Certificate, each Class C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return and information reporting, the right value of the Holders of the Floating Rate Certificates right to receive payments from the Net WAC Rate Carryover Reserve Account in respect is $ 514,000.00. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall or shall cause such Affiliate to refund any Net WAC amounts paid to it under the Cap Carry Forward Amounts may have more than a de minimis valueContract to the Trustee who shall, pursuant to the Cap Contract, return such amount to the counterparty thereunder.

Net WAC Rate Carryover Reserve Account. (a) No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself itself, as agent for the Trustee, a separate, segregated trust account titled, “"Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for the registered Holders holders of Soundview Mortgage Loan Trust 2006-EQ2Argent Securities Inc., Asset-Backed Pass-Through Certificates, Series 20062003-EQ2W8.” All amounts deposited in " On the Closing Date, ▇▇▇ ▇▇▇▇▇▇tor shall deposit, or cause to be deposited, into the Net WAC Rate Carryover Reserve Account $1,000. In addition, the amount in the Net WAC Rate Carryover 123 Reserve Account shall be distributed to include any payments received by the Trustee under the Cap Contracts and deposited into the Net WAC Rate Carryover Reserve Account for the benefit of the Holders of the Floating Rate Certificates in the manner set forth in Section 4.01(d). Offered Certificates. (b) On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Rate Class A Certificates (after taking into account or the remaining Initial Net WAC Rate Carryover Reserve Account Deposit)Mezzanine Certificates, the Trust Administrator Trustee has been directed by the Class C CE Certificateholders to, and therefore willshall, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(c)(v)amount of such Net WAC Rate Carryover Amount, rather than distributing such amounts to the Class C CE Certificateholders. In addition, any payments received by the Trust Administrator under the Basis Risk Cap Agreement on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates, and will shall distribute such amounts to the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(d4.01(b). On each If no Net WAC Rate Carryover Amounts are payable on a Distribution Date, any the Trustee shall deposit into the Net WAC Rate Carryover Reserve Account on behalf of the Class CE Certificateholders, from amounts remaining otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trust Administrator under the Basis Risk Cap Agreement) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates for such Distribution Date, shall be payable to the Trust Administrator as additional compensation. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its AffiliatesAccount, the Depositor shall refund or cause such Affiliate aggregate amount on deposit therein is equal to refund any amounts paid to it under the Basis Risk Cap Agreement to the Trust Administrator who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for $1,000. (c) For federal and state income and state and local franchise tax purposes, the Class CE Certificateholders shall be deemed to be the owners of the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Class C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be treated as a partnership provided, that the Trust Administrator shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if any. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap Agreementinitial deposit therein of $1,000) shall be treated as amounts distributed by REMIC 4 II to the Holder Holders of the Class C CE Interest and by REMIC 4 III to the Holder Holders of the Class C CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Floating Rate Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will shall be released by the Trust and distributed to the Holders of the Class C Certificates CE Certificateholders or their designeedesignees. The Net WAC Rate Carryover Reserve Account will shall be part of the Trust but not part of any REMIC and any payments to the Holders of the Floating Rate Class A Certificates or the Mezzanine Certificates of Net WAC Rate Carryover Amounts will shall not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). . (d) By accepting a Class C CE Certificate, each Class C CE Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C CE Certificateholders. By accepting a Class C CE Certificate, each Class C CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit . (e) At the written direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee shall direct any depository institution maintaining the Net WAC Rate Carryover Reserve Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are 124 required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Net WAC Rate Carryover Reserve Account is received by the Trustee, the Trustee shall remain uninvestedinvest the funds in the Deutsche Bank Institutional Cash Management Fund 541 so long as it is a Permitted Investment. Interest earned on such investment shall be deposited into the Net WAC Rate Carryover Reserve Account. (f) For federal tax return and information reporting, the right of the Holders of the Floating Rate Class A Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net Wac Rate Carryover Amount shall be assigned a value of zero. Further, for federal tax return and information reporting, the right of the Holders of the Mezzanine Certificates to receive payments from the Net WAC Cap Carry Forward Amounts Rate Carryover Reserve Account in respect of any Net Wac Rate Carryover Amount may have more than a de minimis value.be obtained from the Trustee upon request. Such information will be provided to the Trustee by the Underwriter on or prior to the Closing Date. 125

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator shall establish and maintain with itself a separate, segregated trust account titled, “▇▇▇▇▇ Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-AM3, Mortgage Pass-Through Certificates, Series 2006-AM3—Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Soundview Mortgage Loan Trust 2006-EQ2, Asset-Backed Certificates, Series 2006-EQ2.” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Floating Rate Class A Certificates and/or the Mezzanine Certificates in the manner set forth in Section 4.01(d)4.01. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Rate Class A Certificates (after taking into account and/or the remaining Initial Net WAC Rate Carryover Reserve Account Deposit)Mezzanine Certificates, the Trust Administrator has been directed by the Class C CE Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(c)(v4.01(e)(v), rather than distributing such amounts to the Class C CE Certificateholders. In addition, any payments received by the Trust Administrator under the Basis Risk Cap Agreement on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator shall hold all such amounts for the benefit of the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Floating Rate Class A Certificates and/or the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(d4.01(a). On each Distribution Date, any amounts remaining in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trust Administrator under the Basis Risk Cap Agreement) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates for such Distribution Date, shall be payable to the Trust Administrator as additional compensation. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Basis Risk Cap Agreement to the Trust Administrator who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class C CE Certificates unless and until the date when either (a) there is more than one Class C CE Certificateholder or (b) any Class of Certificates in addition to the Class C CE Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account Supplemental Interest Trust be treated as a partnership provided, that the Trust Administrator shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if anygrantor trust. All amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap Agreement) shall be treated as amounts distributed by REMIC 4 III to the Holder of the Class C CE Interest and by REMIC 4 IV to the Holder of the Class C CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Floating Rate Class A and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Holders of the Class C Certificates Seller or their its designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Floating Rate Class A and the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class C CE Certificate, each Class C CE Certificateholder hereby agrees to direct the Trust Administrator, and the Trust Administrator hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C CE Certificateholders. By accepting a Class C CE Certificate, each Class C CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return and information reporting, the right of the Holders of the Floating Rate Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have more than a de minimis value.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “"Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Soundview Equifirst Mortgage Loan Trust 20062004-EQ21, Asset-Backed Certificates, Series 2006▇▇▇▇-EQ2▇.” All amounts " ▇▇ the Closing Date, the Depositor will deposit, or cause to be deposited, into the Net WAC Rate Carryover Reserve Account $1,000. In addition the amount deposited in the Net WAC Rate Carryover Reserve Account shall will be distributed to increased by any payments received by the Holders of Trustee under the Floating Cap Contract and deposited into the Net WAC Rate Certificates in the manner set forth in Section 4.01(d)Carryover Reserve Account. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Rate Certificates (after taking into account the remaining Initial Net WAC Rate Carryover Reserve Account Deposit)Class A Certificates, the Trust Administrator Mezzanine Certificates or the Class B-1 Certificates, the Trustee has been directed by the Class C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(c)(v4.01(d)(xvii), rather than distributing such amounts to the Class C Certificateholders. In addition, any payments received by the Trust Administrator under the Basis Risk Cap Agreement on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Floating Rate Class A Certificates, the Mezzanine Certificates and the Class B-1 Certificates, and will distribute such amounts to the Holders of the Floating Rate Class A Certificates, the Mezzanine Certificates and the Class B-1 Certificates in the amounts and priorities set forth in Section 4.01(d4.01(e). If no Net WAC Rate Carryover Amounts are payable on a Distribution Date, the Trustee shall deposit into the Net WAC Rate Carryover Reserve Account on behalf of the Class C Certificateholders, from amounts otherwise distributable to the Class C Certificateholders, an amount such that when added to other amounts already on deposit in the Net WAC Rate Carryover Reserve Account, the aggregate amount on deposit therein is equal to $1,000. On each Distribution Date, any amounts remaining in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trust Administrator under the Basis Risk Cap Agreementother than $1,000 as set forth above) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Class A Certificates, the Mezzanine Certificates and the Class B-1 Certificates for such Distribution Date, shall be payable to the Trust Administrator as additional compensation. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Basis Risk Cap Agreement to the Trust Administrator who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, retained in the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from Account. On the Holder Distribution Date on which the Certificate Principal Balances of the Class C A Certificates, the Mezzanine Certificates unless and until Class B-1 Certificates have been reduced to zero, after the date when either (a) there is more than one Class C Certificateholder or (b) payment of any Class of Certificates in addition to Net WAC Rate Carryover Amounts on the Class C A Certificates, the Mezzanine Certificates is recharacterized as an equity interest and the Class B-1 Certificates for such Distribution Date, and on each Distribution Date thereafter, the Trustee shall withdraw any amount on deposit in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is and shall distribute such amount to the intention Holders of the parties hereto thatClass C Certificates. In addition, for federal upon any earlier termination of the Trust, after the payment of any Net WAC Rate Carryover Amounts on the Class A Certificates, the Mezzanine Certificates and state income and state and local franchise tax purposesthe Class B-1 Certificates, the Trustee shall withdraw any amount on deposit in the Net WAC Rate Carryover Reserve Account and shall distribute such amount to the Holders of the Class C Certificates. For federal and state income tax purposes, the Class C Certificateholders will be treated as a partnership provided, that deemed to be the Trust Administrator shall not be required to prepare owners of the Net WAC Rate Carryover Reserve Account and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if any. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap Agreementinitial deposit therein of $1,000) shall be treated as amounts distributed by REMIC 4 2 to the Holder of the Class C Interest and by REMIC 4 to the Holder Holders of the Class C Certificates. The Net WAC Rate Carryover Reserve Account will be an “"outside reserve fund” " within the meaning of Treasury Regulation regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Floating Rate Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Holders of the Class C Certificates or their designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Floating Rate Class A Certificates, the Mezzanine Certificates and the Class B-1 Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class C Certificate, each Class C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above in Section 4.01(d)(viii) on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C Certificateholders. By accepting a Class C Certificate, each Class C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit At the direction of the Holders of a majority in Percentage Interest in the Class C Certificates, the Trustee shall direct any depository institution maintaining the Net WAC Rate Carryover Reserve Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class C Certificates with respect to the Net WAC Rate Carryover Reserve Account is received by the Trustee, the Trustee shall remain uninvestedinvest the funds in such account in the following Permitted Investment for so long as such Permitted Investment is managed by the Trustee or an Affiliate of the Trustee and is of the kind described in clause (vi) of the definition of Permitted Investments: Deutsche Bank Treasury Money Fund No. 835. For federal tax return and information reporting, the right of the Holders of the Floating Rate Class A Certificates, the Mezzanine Certificates and the Class B-1 Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have more than Rate Carryover Amount shall be assigned a de minimis valuevalue of zero.

Net WAC Rate Carryover Reserve Account. (a) No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself itself, as agent for the Trustee, a separate, segregated trust account titled, “"Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for the registered Holders holders of Soundview Citigroup Mortgage Loan Trust 2006-EQ2Inc., Asset-Backed CertificatesCitigroup Mortgage Loan Trust, Series 20062004-EQ2RES1, Asset Backed Pass-Through Certificates.” All amounts deposited in " The Trustee shall deposit into the Net WAC Rate Carryover Reserve Account shall be distributed any payments received by it (i) under the Cap Contracts and (ii) pursuant to the Holders of the Floating Rate Certificates in the manner set forth in Section 4.01(d4.01(a)(4)(II)(iv). . (b) On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Rate Class A Certificates (after taking into account or the remaining Initial Net WAC Rate Carryover Reserve Account Deposit)Mezzanine Certificates, the Trust Administrator Trustee has been directed by the Class C CE Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account such Net WAC Rate Carryover Amount, after taking into account amounts received under the amounts described in Section 4.01(c)(v)Cap Contracts, rather than distributing such amounts to the Class C CE Certificateholders. In addition, any payments received by the Trust Administrator under the Basis Risk Cap Agreement on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates, and will 101 distribute such amounts to the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(d4.01(a)(4)(II)(iv). On each Distribution Date. (c) For federal and state income tax purposes, any amounts remaining in the Class CE Certificateholders will be deemed to be the owners of the Net WAC Rate Carryover Reserve Account (representing payments received by the Trust Administrator under the Basis Risk Cap Agreement) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates for such Distribution Date, shall be payable to the Trust Administrator as additional compensation. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Basis Risk Cap Agreement to the Trust Administrator who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Class C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be treated as a partnership provided, that the Trust Administrator shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if any. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap Agreement) shall be treated as amounts distributed by REMIC 4 II to the Holder Holders of the Class C CE Interest and by REMIC 4 VIII to the Holder Holders of the Class C Certificates. The CE Certificates (other than payments made to the Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within from amounts received under the meaning of Treasury Regulation Section 1.860G-2(hCap Contracts). Upon the termination of the TrustTrust Fund, or the payment in full of the Floating Rate Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust Fund and distributed to the Holders of the Class C Certificates CE Certificateholders or their designeedesignees. The Net WAC Rate Carryover Reserve Account will be part of the Trust Fund but not part of any Trust REMIC and any payments to the Holders of the Floating Rate Class A Certificates or the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). . (d) By accepting a Class C CE Certificate, each Class C CE Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, directed to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C CE Certificateholders. By accepting a Class C CE Certificate, each Class C CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts . (e) All amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. . (f) For federal tax return and information reporting, the value of the right of the Holders of Class A-1 Certificateholders, the Floating Rate Certificates Class A-2 Certificateholders and the Mezzanine Certificateholders to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have more than a de minimis valueRate Carryover Amount shall be $146,000, $55,598 and $195,902, respectively.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Soundview First Franklin Mortgage Loan Trust 20062005-EQ2FFH4, Asset-Backed Certificates, Series 20062005-EQ2FFH4.” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Floating Adjustable-Rate Certificates in the manner set forth in Section 4.01(d). On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Adjustable-Rate Certificates (after taking into account the remaining Initial Net WAC Rate Carryover Reserve Account Deposit)Certificates, the Trust Administrator Trustee has been directed by the Class C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(c)(v4.01(d)(iv), rather than distributing such amounts to the Class C Certificateholders. In addition, any payments received by the Trust Administrator Trustee under the Basis Risk Cap Agreement Contract on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Floating Adjustable-Rate Certificates, and will distribute such amounts to the Holders of the Floating Adjustable-Rate Certificates in the amounts and priorities set forth in Section 4.01(d). On each Distribution Date, any amounts remaining in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trust Administrator Trustee under the Basis Risk Cap AgreementContract) after the payment of any Net WAC Rate Carryover Amounts on the Floating Adjustable-Rate Certificates for such Distribution Date, shall be payable to the Trust Administrator as additional compensationTrustee. For so long as any Floating Adjustable-Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Basis Risk Cap Agreement Contract to the Trust Administrator Trustee who shall, pursuant to the terms of the Basis Risk Cap AgreementContract, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Class C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be treated as a partnership provided, that the Trust Administrator shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if anygrantor trust. All amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap AgreementContract) shall be treated as amounts distributed by REMIC 4 to the Holder of the Class C Interest and by REMIC 4 5 to the Holder of the Class C Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Floating Adjustable-Rate Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Holders Holder of the Class C Certificates or their its designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Floating Adjustable-Rate Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class C Certificate, each Class C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C Certificateholders. By accepting a Class C Certificate, each Class C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return and information reporting, the right of the Holders of the Floating Adjustable-Rate Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have more than a de minimis value.

Net WAC Rate Carryover Reserve Account. (a) No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “"Net WAC Rate Carryover Reserve Account, Deutsche U.S. Bank National Trust Company, as TrusteeAssociation, in trust for the registered Holders holders of Soundview MASTR Asset Backed Securities Trust 2002-NC1, Mortgage Loan Trust 2006Pass-EQ2Through Certificates." On the Closing Date, Asset-Backed Certificatesthe Depositor will deposit, Series 2006-EQ2.” All amounts deposited in or cause to be deposited, into the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Floating Rate Certificates in the manner set forth in Section 4.01(d). $1,000. (b) On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Rate Certificates (after taking into account the remaining Initial Net WAC Rate Carryover Reserve Account Deposit)Class A Certificates, the Trust Administrator Class S Certificates or the Mezzanine Certificates, the Trustee has been directed by the Class C CE Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(c)(v4.01(a)(4)(x), rather than distributing such amounts to the Class C CE Certificateholders. In addition, any payments received by the Trust Administrator under the Basis Risk Cap Agreement on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Floating Rate Class A Certificates, the Class S Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Floating Rate Class A Certificates, the Class S Certificates and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(d4.01(a). On each If no Net WAC Rate Carryover Amounts are payable on a Distribution Date, any the Trustee shall deposit into the Net WAC Rate Carryover Reserve Account on behalf of the Class CE Certificateholders, from amounts remaining otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trust Administrator under the Basis Risk Cap Agreement) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates for such Distribution Date, shall be payable to the Trust Administrator as additional compensation. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its AffiliatesAccount, the Depositor shall refund or cause such Affiliate aggregate amount on deposit therein is equal to refund any amounts paid to it under the Basis Risk Cap Agreement to the Trust Administrator who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for $1,000. (c) For federal and state income and state and local franchise tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Class C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be treated as a partnership provided, that the Trust Administrator shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if any. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap Agreementinitial deposit therein of $1,000) shall be treated as amounts distributed by REMIC 4 III to the Holder Holders of the Class C Interest and by REMIC 4 to the Holder of the Class C CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the TrustTrust Fund, or the payment in full of the Floating Rate Class A Certificates, the Class S Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust Fund and distributed to the Holders of the Class C Certificates CE Certificateholders or their designeedesignees. The Net WAC Rate Carryover Reserve Account will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Floating Rate Class A Certificates, the Class S Certificates or the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). . (d) By accepting a Class C CE Certificate, each Class C CE Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C CE Certificateholders. By accepting a Class C CE Certificate, each Class C CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit . (e) At the direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee shall direct any depository institution maintaining the Net WAC Rate Carryover Reserve Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Net WAC Rate Carryover Reserve Account is received by the Trustee, the Trustee shall remain uninvestedinvest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Net WAC Rate Carryover Reserve Account. (f) For federal tax return and information reporting, the right of the Holders of Class A Certificateholders, the Floating Rate Certificates Class S Certificateholders and the Mezzanine Certificateholders to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have more than Wac Rate Carryover Amount shall be assigned a de minimis valuevalue of zero.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “"Net WAC Rate Carryover Reserve Account, Deutsche ▇▇▇▇▇ Fargo Bank Minnesota, National Trust CompanyAssociation, as Trustee, in trust for registered Holders of Soundview First Franklin Mortgage Loan Trust 20062002-EQ2FF2, Asset-Backed Certificates, Series 20062002-EQ2FF2.” All amounts " On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Net WAC Rate Carryover Reserve Account $1,000. In addition the amount deposited in the Net WAC Rate Carryover Reserve Account shall will be distributed to increased by any payments received by the Holders of Trustee under the Floating Cap Contract and deposited into the Net WAC Rate Certificates in the manner set forth in Section 4.01(d)Carryover Reserve Account. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Rate Class A Certificates (after taking into account or the remaining Initial Net WAC Rate Carryover Reserve Account Deposit)Mezzanine Certificates, the Trust Administrator Trustee has been directed by the Class C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(c)(v4.01(d)(viii), rather than distributing such amounts to the Class C Certificateholders. In addition, any payments received by the Trust Administrator under the Basis Risk Cap Agreement on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(d). If no Net WAC Rate Carryover Amounts are payable on a Distribution Date, the Trustee shall deposit into the Net WAC Rate Carryover Reserve Account on behalf of the Class C Certificateholders, from amounts otherwise distributable to the Class C Certificateholders, an amount such that when added to other amounts already on deposit in the Net WAC Rate Carryover Reserve Account, the aggregate amount on deposit therein is equal to $1,000. On each Distribution Date, any amounts remaining in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trust Administrator under the Basis Risk Cap Agreementother than $1,000 as set forth above) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Class A Certificates and the Mezzanine Certificates for such Distribution Date, shall be payable to the Trust Administrator as additional compensationHolders of the Class C Certificates. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Basis Risk Cap Agreement to the Trust Administrator who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Class C Certificateholders will be deemed to be the owners of the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Class C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be treated as a partnership provided, that the Trust Administrator shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if any. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap Agreementinitial deposit therein of $1,000) shall be treated as amounts distributed by REMIC 4 2 to the Holder of the Class C Interest and by REMIC 4 to the Holder Holders of the Class C Certificates. The Net WAC Rate Carryover Reserve Account will be an “"outside reserve fund” " within the meaning of Treasury Regulation regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Floating Rate Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Holders of the Class C Certificates Certificateholders or their designeedesignees. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Floating Rate Class A Certificates or the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class C Certificate, each Class C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C Certificateholders. By accepting a Class C Certificate, each Class C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit At the direction of the Holders of a majority in Percentage Interest in the Class C Certificates, the Trustee shall direct any depository institution maintaining the Net WAC Rate Carryover Reserve Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class C Certificates with respect to the Net WAC Rate Carryover Reserve Account is received by the Trustee, the Trustee shall remain uninvestedinvest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. For federal tax return and information reporting, the right of the Holders of the Floating Rate Class A Certificates and the Holders of the Mezzanine Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have more than Rate Carryover Amount shall be assigned a de minimis valuevalue of zero.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust CompanyJPMorgan Chase Bank, N.A. as Trustee, in trust for registered Holders of Soundview Mortgage CHEC Loan Trust 20062005-EQ2CTX1, Asset-Backed Certificates, Series 20062005-EQ2CTX1.” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Fixed Rate Certificates and the Floating Rate Certificates in the manner set forth in Section 4.01(d). On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Fixed Rate Certificates or the Floating Rate Certificates (after taking into account the remaining Initial Net WAC Rate Carryover Reserve Account Deposit)Certificates, the Trust Administrator Trustee has been directed by the Class C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(c)(v4.01(d)(iv), rather than distributing such amounts to the Class C Certificateholders. In addition, any payments received by the Trust Administrator Trustee under the Basis Risk Cap Agreement Contract on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Fixed Rate Certificates and the Floating Rate Certificates, and will distribute such amounts to the Holders of the Fixed Rate Certificates and the Floating Rate Certificates in the amounts and priorities set forth in Section 4.01(d). On each Distribution Date, any amounts remaining in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trust Administrator Trustee under the Basis Risk Cap AgreementContract) after the payment of any Net WAC Rate Carryover Amounts on the Fixed Rate Certificates and the Floating Rate Certificates for such Distribution Date, shall be payable to the Trust Administrator as additional compensationTrustee. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Basis Risk Cap Agreement Contract to the Trust Administrator Trustee who shall, pursuant to the terms of the Basis Risk Cap AgreementContract, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for For federal and state income and state and local franchise tax purposes, the Class C Certificateholders will be deemed to be the owner of the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Class C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be treated as a partnership provided, that the Trust Administrator shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if anyAccount. All amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap AgreementContract) shall be treated as amounts distributed by REMIC 4 2 to the Holder of the Class C Interest and by REMIC 4 3 to the Holder of the Class C Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Fixed Rate Certificates and the Floating Rate Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Holders of the Class C Certificates Certificateholders or their its designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Fixed Rate Certificates and the Floating Rate Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class C Certificate, each Class C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C Certificateholders. By accepting a Class C Certificate, each Class C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return and information reporting, the right value of the Holders of the Floating Rate Certificates right to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have more than a de minimis valueis $23,000.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Soundview Mortgage Loan Trust 2006-EQ21, Asset-Backed Certificates, Series 2006-EQ21.” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Floating Rate Certificates in the manner set forth in Section 4.01(d). On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Rate Certificates (after taking into account the remaining Initial Net WAC Rate Carryover Reserve Account Deposit)Certificates, the Trust Administrator Trustee has been directed by the Class C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(c)(v), rather than distributing such amounts to the Class C Certificateholders. In addition, any payments received by the Trust Administrator Trustee under the Basis Risk Cap Agreement Contract on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Floating Rate Certificates, and will distribute such amounts to the Holders of the Floating Rate Certificates in the amounts and priorities set forth in Section 4.01(d). On each Distribution Date, any amounts remaining in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trust Administrator Trustee under the Basis Risk Cap AgreementContract) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates for such Distribution Date, shall be payable to the Trust Administrator as additional compensationTrustee. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Basis Risk Cap Agreement Contract to the Trust Administrator Trustee who shall, pursuant to the terms of the Basis Risk Cap AgreementContract, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Class C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be treated as a partnership provided, that the Trust Administrator shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if anygrantor trust. All amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap AgreementContract) shall be treated as amounts distributed by REMIC 4 3 to the Holder of the Class C Interest and by REMIC 4 10 to the Holder of the Class C Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Floating Rate Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Holders of the Class C Certificates or their designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Floating Rate Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class C Certificate, each Class C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C Certificateholders. By accepting a Class C Certificate, each Class C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return and information reporting, the right of the Holders of the Floating Rate Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have more than a de minimis value.

Net WAC Rate Carryover Reserve Account. (a) No later than the Closing Date, the Trust Administrator shall establish and maintain with itself a separate, segregated trust account titled, “Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust CompanyCitibank, N.A., as TrusteeTrust Administrator, in trust for the registered Holders holders of Soundview Citigroup Mortgage Loan Trust 2006-EQ2Trust, Asset-Backed Pass-Through Certificates, Series 2006-EQ22007- AHL2.” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Floating Rate Certificates in the manner set forth in Section 4.01(d). ” (b) On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Rate Certificates (after taking into account the remaining Initial Net WAC Rate Carryover Reserve Account Deposit)Date, the Trust Administrator has been directed by the Class C CE Certificateholders to, and therefore willshall, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(c)(v)Account, any Net WAC Rate Carryover Amounts for such Distribution Date, rather than distributing such amounts to the Class C CE Certificateholders. In addition, any payments received by the Trust Administrator under the Basis Risk Cap Agreement on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator shall hold all such amounts for the benefit of the Holders of the Floating Rate Certificates, and will shall distribute the aggregate Net WAC Rate Carryover Amount, if any, for such amounts Distribution Date from the Net WAC Rate Carryover Reserve Account to the Holders of the Floating Rate Certificates in the amounts and priorities set forth in Section 4.01(d4.01(g). On each Distribution Date, any amounts remaining in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trust Administrator under the Basis Risk Cap Agreement) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates for such Distribution DateCertificates, any amounts remaining in the Net WAC Rate Carryover Reserve Account, shall be payable to the Trust Administrator as additional compensation. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its Affiliatescompensation to it, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Basis Risk Cap Agreement subject to the Trust Administrator who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder. immediately following paragraph. (c) It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class C CE Certificates unless and until the date when either (a) there is more than one Class C CE Certificateholder or (b) any Class of Certificates in addition to the Class C CE Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be treated as a partnership. If the Net WAC Rate Carryover Reserve Account becomes characterized as a partnership providedfor federal income tax purposes, that the Trust Administrator shall not (i) obtain, or cause to be required to obtained, a taxpayer identification number for the Net WAC Rate Carryover Reserve Account and (ii) prepare and file partnership file, or cause to be prepared and filed, any necessary federal, state or local tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if anyNet WAC Rate Carryover Reserve Account. All amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap Agreement) shall be treated as amounts distributed by REMIC 4 III to the Holder of the Class C CE Interest and by REMIC 4 IV to the Holder of the Class C CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the TrustTrust Fund, or the payment in full of the Floating Rate Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will shall be released by the Trust Fund and distributed to the Holders of the Class C Certificates CE Certificateholders or their designeedesignees. The Net WAC Rate Carryover Reserve Account will shall be part of the Trust Fund but not part of any Trust REMIC and any payments to the Holders of the Floating Rate Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). . (d) By accepting a Class C CE Certificate, each Class C CE Certificateholder hereby agrees to direct the Trust Administrator, and the Trust Administrator is hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C CE Certificateholders. By accepting a Class C CE Certificate, each Class C CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts . (e) All amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. . (f) For federal tax return and information reporting, the right of the Holders of the Floating Rate Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts Rate Carryover Amount may have more than a de minimis value.

Net WAC Rate Carryover Reserve Account. (a) No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself itself, as agent for the Trustee, a separate, segregated trust account titled, “"Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for the registered Holders holders of Soundview Salomon Brothers Mortgage Securities VII, Inc., Citigroup Home Equity Loan Trust 2006-EQ2, Asset-Backed CertificatesTrust, Series 20062003-EQ2HE1, Asset Backed Pass-Through Certificates.” All amounts deposited in " On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Floating Rate Certificates in the manner set forth in Section 4.01(d). Account, $1,000. (b) On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Rate Class A Certificates (after taking into account or the remaining Initial Net WAC Rate Carryover Reserve Account Deposit)Mezzanine Certificates, the Trust Administrator Trustee has been directed by the Class C CE Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(c)(v4.01(a)(4)(xiii), rather than distributing such amounts to the Class C CE Certificateholders. In addition, any payments received by the Trust Administrator under the Basis Risk Cap Agreement on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Floating Rate Class A Certificates and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(d4.01(a). On each If no Net WAC Rate Carryover Amounts are payable on a Distribution Date, any the Trustee shall deposit into the Net WAC Rate Carryover Reserve Account on behalf of the Class CE Certificateholders, from amounts remaining otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trust Administrator under the Basis Risk Cap Agreement) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates for such Distribution Date, shall be payable to the Trust Administrator as additional compensation. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its AffiliatesAccount, the Depositor shall refund or cause such Affiliate aggregate amount on deposit therein is equal to refund any amounts paid to it under the Basis Risk Cap Agreement to the Trust Administrator who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for $1,000. (c) For federal and state income and state and local franchise tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Class C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be treated as a partnership provided, that the Trust Administrator shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if any. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap Agreementinitial deposit therein of $1,000) shall be treated as amounts distributed by REMIC 4 II to the Holder Holders of the Class C Interest and by REMIC 4 to the Holder of the Class C CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the TrustTrust Fund, or the payment in full of the Floating Rate Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust Fund and distributed to the Holders of the Class C Certificates CE Certificateholders or their designeedesignees. The Net WAC Rate Carryover Reserve Account will be part of the Trust Fund but not part of any Trust REMIC and any payments to the Holders of the Floating Rate Class A Certificates or the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). . (d) By accepting a Class C CE Certificate, each Class C CE Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, directed to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C CE Certificateholders. By accepting a Class C CE Certificate, each Class C CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit . (e) At the written direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee shall direct any depository institution maintaining the Net WAC Rate Carryover Reserve Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Net WAC Rate Carryover Reserve Account is received by the Trustee, the Trustee shall remain uninvestedinvest the funds in Deutsche Cash Management Fund 541 so long as it is a Permitted Investment or as otherwise directed in writing by the Depositor on behalf of the Holders of a majority Percentage Interest in the Class CE Certificates. All income and gain earned upon such investment shall be deposited into the Net WAC Rate Carryover Reserve Account. (f) For federal tax return and information reporting, the right of the Holders of Class A Certificateholders and the Floating Rate Certificates Mezzanine Certificateholders to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have more than Rate Carryover Amount shall be assigned a de minimis valuevalue of zero.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “"Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Soundview First Franklin Mortgage Loan Trust 20062004-EQ2FFH4, Asset-Backed Certificates, Series 20062004-EQ2FFH4.” " All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Floating Adjustable-Rate Certificates in the manner set forth in Section 4.01(d). 119 On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Adjustable-Rate Certificates (after taking into account the remaining Initial Net WAC Rate Carryover Reserve Account Deposit)Certificates, the Trust Administrator Trustee has been directed by the Class C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(c)(v4.01(d)(iv), rather than distributing such amounts to the Class C Certificateholders. In addition, any payments received by the Trust Administrator Trustee under the Basis Risk Cap Agreement Contract on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Floating Adjustable-Rate Certificates, and will distribute such amounts to the Holders of the Floating Adjustable-Rate Certificates in the amounts and priorities set forth in Section 4.01(d). On each Distribution Date, any amounts remaining in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trust Administrator Trustee under the Basis Risk Cap AgreementContract) after the payment of any Net WAC Rate Carryover Amounts on the Floating Adjustable-Rate Certificates for such Distribution Date, shall be payable to the Trust Administrator as additional compensationTrustee. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Basis Risk Cap Agreement to the Trust Administrator who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Trustee will be deemed to be the owner of the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Class C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be treated as a partnership provided, that the Trust Administrator shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if anyAccount. All amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap AgreementContract) shall be treated as amounts distributed by REMIC 4 3 to the Holder of the Class C Interest and by REMIC 4 to the Holder of the Class C Certificates. The Net WAC Rate Carryover Reserve Account will be an “"outside reserve fund” " within the meaning of Treasury Regulation regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Floating Adjustable-Rate Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Holders of the Class C Certificates Trustee or their its designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Floating Adjustable-Rate Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class C Certificate, each Class C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C Certificateholders. By accepting a Class C Certificate, each Class C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return and information reporting, the right of purchase price allocated to the Holders of the Floating Rate Certificates to receive payments from the Net WAC Rate Carryover Reserve Account Cap Contract in respect of any Net WAC Cap Carry Forward Amounts Rate Carryover Amount may have more than a de minimis value.be obtained from the Trustee, upon receipt from the Depositor 120

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “"Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Soundview Finance America Mortgage Loan Trust 20062004-EQ23, Asset-Backed Certificates, Series 20062004-EQ23.” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Floating Rate Certificates in the manner set forth in Section 4.01(d). " On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Rate Certificates (after taking into account the remaining Initial Net WAC Rate Carryover Reserve Account Deposit)Date, the Trust Administrator Trustee has been directed by the Class C Certificateholders to, and therefore willshall, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(c)(v4.01(d)(iv), rather than distributing such amounts to the Class C Certificateholders. In addition, any payments received by the Trust Administrator Trustee under the Basis Risk Cap Agreement Contract on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Floating Rate Certificates, and will shall distribute such amounts from the Net WAC Rate Carryover Reserve Account to the Holders of the Floating Rate Certificates in the amounts and priorities set forth in Section 4.01(d4.01(e). On each Distribution Date, any amounts remaining in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trust Administrator Trustee under the Basis Risk Cap AgreementContract) after the payment of any Net WAC Rate Carryover Amounts on the Class A Certificates, the Mezzanine Certificates and the Class B Certificates for such Distribution Date, shall be payable to the Trustee. On each Distribution Date, any amounts remaining in the Net WAC Rate Reserve Account after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates for such Distribution Date, shall be payable to the Trust Administrator as additional compensation. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Basis Risk Cap Agreement to the Trust Administrator who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, retained in the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from Account. On the Holder Distribution Date on which the Certificate Principal Balances of the Class C Floating Rate Certificates unless have been reduced to zero, after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates for such Distribution Date, and until on each Distribution Date thereafter, the date when either (a) there is more than one Class C Certificateholder or (b) Trustee shall withdraw any Class of Certificates in addition to the Class C Certificates is recharacterized as an equity interest amount on deposit in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is (representing payments received by the intention Trustee from Net Monthly Excess Cashflow only) and shall distribute such amount to the Holders of the parties hereto thatClass C Certificates. In addition, for federal and state income and state and local franchise tax purposesupon any earlier termination of the Trust, after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates, the Trustee shall withdraw any amount on deposit in the Net WAC Rate Carryover Reserve Account and shall distribute such amount to the Holders of the Class C Certificates. For federal and state income tax purposes, the Class C Certificateholders will be treated as a partnership provided, that deemed to be the Trust Administrator shall not be required to prepare owners of the Net WAC Rate Carryover Reserve Account and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if any. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than any amounts received under deposited pursuant to the Basis Risk Cap AgreementContract) shall be treated as amounts distributed by REMIC 4 2 to the Holder Holders of the Class C Interest and by REMIC 4 the Class C Interest to the Holder of the Class C Certificates. The Net WAC Rate 103 Carryover Reserve Account will be an “"outside reserve fund” " within the meaning of Treasury Regulation regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Floating Rate Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Holders of the Class C Certificates or their designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Floating Rate Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class C Certificate, each Class C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above in Section 4.01(d)(iv) on each Distribution Date as to which there is any Net WAC Rate Carryover Amount (in excess of the amount received under the Cap Contract) rather than distributing such amounts to the Class C Certificateholders. By accepting a Class C Certificate, each Class C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts All amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return and information reporting, the right of the Holders of the Floating Rate Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have more than Rate Carryover Amount shall be assigned a de minimis valuevalue of $49,000.