Execution

     

    


    
      

      

    

    


    


    GREENWICH
      CAPITAL ACCEPTANCE, INC.,

    Depositor

    


    GREENWICH
      CAPITAL FINANCIAL PRODUCTS, INC.,

    Seller

    


     

     

    WELLS
      FARGO BANK, N.A.

    Master
      Servicer and Securities Administrator

    


    and

    


    DEUTSCHE
      BANK NATIONAL TRUST COMPANY,

    Trustee
      and a Custodian

    


     

    POOLING
      AND SERVICING AGREEMENT

     

    Dated
      as
      of June 1, 2006

     

    __________________________________

     

    HarborView
      Mortgage Loan Trust 

    Mortgage
      Loan Pass-Through Certificates, Series 2006-6

     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        


    

    
      Table
        of Contents

    

    

      
        	 	 	
                Page

              
	
                SECTION
                  1.01.

              	
                Defined
                  Terms.

              	
                7

              
	
                SECTION
                  1.02. 

              	
                Accounting.

              	
                46

              
	 	 
	
                ARTICLE
                  II
                  CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
                  CERTIFICATES

              	
                46

              
	 	 
	
                SECTION
                  2.01.

              	
                Conveyance
                  of Mortgage Loans.

              	
                46

              
	
                SECTION
                  2.02. 

              	
                Acceptance
                  by Trustee.

              	
                50

              
	
                SECTION
                  2.03. 

              	
                Repurchase
                  or Substitution of Mortgage Loans by the Originators and the
                  Seller.

              	
                51

              
	
                SECTION
                  2.04. 

              	
                Representations
                  and Warranties of the Seller with Respect to the Mortgage
                  Loans.

              	
                55

              
	
                SECTION
                  2.05.

              	
                [Reserved].

              	
                58

              
	
                SECTION
                  2.06. 

              	
                Representations
                  and Warranties of the Depositor.

              	
                58

              
	
                SECTION
                  2.07.

              	
                Issuance
                  of Certificates.

              	
                59

              
	
                SECTION
                  2.08.

              	
                Representations
                  and Warranties of the Seller.

              	
                60

              
	
                SECTION
                  2.09. 

              	
                Covenants
                  of the Seller.

              	
                61

              
	 	 	 
	
                ARTICLE
                  III
                  ADMINISTRATION AND MASTER SERVICING OF
                  THE MORTGAGE LOANS

              	
                62

              
	 	 	 
	
                SECTION
                  3.01. 

              	
                Master
                  Servicer to Service and Administer the Mortgage Loans.

              	
                62

              
	
                SECTION
                  3.02. 

              	
                REMIC-Related
                  Covenants.

              	
                63

              
	
                SECTION
                  3.03. 

              	
                Monitoring
                  of Servicers.

              	
                63

              
	
                SECTION
                  3.04. 

              	
                Fidelity
                  Bond.

              	
                65

              
	
                SECTION
                  3.05. 

              	
                Power
                  to Act; Procedures.

              	
                65

              
	
                SECTION
                  3.06. 

              	
                Due-on-Sale
                  Clauses; Assumption Agreements.

              	
                66

              
	
                SECTION
                  3.07. 

              	
                Release
                  of Mortgage Files.

              	
                66

              
	
                SECTION
                  3.08. 

              	
                Documents,
                  Records and Funds in Possession of Master Servicer to be Held for
                  Trust
                  Fund.

              	
                67

              
	
                SECTION
                  3.09. 

              	
                Standard
                  Hazard Insurance and Flood Insurance Policies

              	
                68

              
	
                SECTION
                  3.10. 

              	
                Presentment
                  of Claims and Collection of Proceeds.

              	
                68

              
	
                SECTION
                  3.11. 

              	
                Maintenance
                  of the Primary Insurance Policies.

              	
                69

              
	
                SECTION
                  3.12. 

              	
                Trustee
                  to Retain Possession of Certain Insurance Policies and
                  Documents.

              	
                69

              
	
                SECTION
                  3.13. 

              	
                Realization
                  Upon Defaulted Mortgage Loans.

              	
                70

              
	
                SECTION
                  3.14. 

              	
                Additional
                  Compensation to the Master Servicer.

              	
                70

              
	
                SECTION
                  3.15. 

              	
                REO
                  Property.

              	
                70

              
	
                SECTION
                  3.16. 

              	
                Assessments
                  of Compliance and Attestation Reports.

              	
                71

              
	
                SECTION
                  3.17.

              	
                Annual
                  Compliance Statement

              	
                73

              
	
                SECTION
                  3.18.

              	
                Sarbanes-Oxley
                  Certification.

              	
                74

              
	
                SECTION
                  3.19. 

              	
                Reports
                  Filed with Securities and Exchange Commission.

              	
                74

              
	
                SECTION
                  3.20.

              	
                Additional
                  Information.

              	
                79

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                SECTION
                  3.21. 

              	
                Intention
                  of the Parties and Interpretation.

              	
                79

              
	
                SECTION
                  3.22. 

              	
                Indemnification.

              	
                80

              
	
                SECTION
                  3.23. 

              	
                [Reserved].

              	
                81

              
	
                SECTION
                  3.24.

              	
                Closing
                  Opinion of Counsel.

              	
                81

              
	
                SECTION
                  3.25. 

              	
                Liabilities
                  of the Master Servicer.

              	
                81

              
	
                SECTION
                  3.26. 

              	
                Merger
                  or Consolidation of the Master Servicer.

              	
                81

              
	
                SECTION
                  3.27. 

              	
                Indemnification
                  of the Trustee, the Master Servicer and the Securities
                  Administrator.

              	
                81

              
	
                SECTION
                  3.28. 

              	
                Limitations
                  on Liability of the Master Servicer and Others; Indemnification
                  of Trustee
                  and Others.

              	
                82

              
	
                SECTION
                  3.29.

              	
                Master
                  Servicer Not to Resign.

              	
                83

              
	
                SECTION
                  3.30. 

              	
                Successor
                  Master Servicer.

              	
                84

              
	
                SECTION
                  3.31. 

              	
                Sale
                  and Assignment of Master Servicing.

              	
                84

              
	
                SECTION
                  3.32. 

              	
                Reporting
                  Requirements of the Commission

              	
                85

              
	 	 
	
                ARTICLE
                  IV
                  ACCOUNTS

              	
                85

              
	 	 
	
                SECTION
                  4.01. 

              	
                Servicing
                  Accounts

              	
                85

              
	
                SECTION
                  4.02. 

              	
                Distribution
                  Account.

              	
                86

              
	
                SECTION
                  4.03.

              	
                Permitted
                  Withdrawals and Transfers from the Distribution
                  Account.

              	
                88

              
	 	 
	
                ARTICLE
                  V
                  FLOW OF FUNDS

              	
                90

              
	 	 
	
                SECTION
                  5.01. 

              	
                Distributions.

              	
                90

              
	
                SECTION
                  5.02. 

              	
                [Reserved].

              	
                94

              
	
                SECTION
                  5.03. 

              	
                Allocation
                  of Realized Losses.

              	
                94

              
	
                SECTION
                  5.04.

              	
                Statements.

              	
                95

              
	
                SECTION
                  5.05. 

              	
                Remittance
                  Reports; Advances.

              	
                98

              
	
                SECTION
                  5.06. 

              	
                Compensating
                  Interest Payments.

              	
                98

              
	
                SECTION
                  5.07.

              	
                [Reserved].

              	
                99

              
	
                SECTION
                  5.08.

              	
                Recoveries.

              	
                99

              
	 	 	 
	
                ARTICLE
                  VI
                  THE CERTIFICATES

              	
                99

              
	 	 	 
	
                SECTION
                  6.01. 

              	
                The
                  Certificates.

              	
                99

              
	
                SECTION
                  6.02. 

              	
                Registration
                  of Transfer and Exchange of Certificates.

              	
                100

              
	
                SECTION
                  6.03. 

              	
                Mutilated,
                  Destroyed, Lost or Stolen Certificates.

              	
                108

              
	
                SECTION
                  6.04.

              	
                Persons
                  Deemed Owners.

              	
                109

              
	
                SECTION
                  6.05. 

              	
                Appointment
                  of Paying Agent.

              	
                109

              
	 	 	 
	
                ARTICLE
                  VII
                  DEFAULT

              	
                109

              
	 	 	 
	
                SECTION
                  7.01.

              	
                Events
                  of Default.

              	
                109

              
	
                SECTION
                  7.02.

              	
                Trustee
                  to Act.

              	
                112

              
	
                SECTION
                  7.03.

              	
                Waiver
                  of Event of Default.

              	
                113

              
	
                SECTION
                  7.04. 

              	
                Notification
                  to Certificateholders.

              	
                113

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                ARTICLE
                  VIII
                  THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

              	
                114

              
	 	 	 
	
                SECTION
                  8.01. 

              	
                Duties
                  of the Trustee and the Securities Administrator.

              	
                114

              
	
                SECTION
                  8.02. 

              	
                Certain
                  Matters Affecting the Trustee and the Securities
                  Administrator.

              	
                115

              
	
                SECTION
                  8.03.

              	
                Trustee
                  and Securities Administrator Not Liable for Certificates or Mortgage
                  Loans.

              	
                117

              
	
                SECTION
                  8.04. 

              	
                Trustee,
                  Custodian, Master Servicer and Securities Administrator May Own
                  Certificates.

              	
                118

              
	
                SECTION
                  8.05. 

              	
                Trustee’s
                  and Securities Administrator’s Fees and Expenses.

              	
                118

              
	
                SECTION
                  8.06. 

              	
                Eligibility
                  Requirements for Trustee and Securities Administrator.

              	
                119

              
	
                SECTION
                  8.07. 

              	
                Resignation
                  or Removal of Trustee and Securities Administrator.

              	
                119

              
	
                SECTION
                  8.08. 

              	
                Successor
                  Trustee and Successor Securities Administrator.

              	
                120

              
	
                SECTION
                  8.09. 

              	
                Merger
                  or Consolidation of Trustee or Securities
                  Administrator.

              	
                121

              
	
                SECTION
                  8.10. 

              	
                Appointment
                  of Co-Trustee or Separate Trustee.

              	
                121

              
	
                SECTION
                  8.11. 

              	
                Limitation
                  of Liability.

              	
                122

              
	
                SECTION
                  8.12. 

              	
                Trustee
                  May Enforce Claims Without Possession of Certificates.

              	
                123

              
	
                SECTION
                  8.13. 

              	
                Suits
                  for Enforcement.

              	
                123

              
	
                SECTION
                  8.14. 

              	
                Waiver
                  of Bond Requirement.

              	
                124

              
	
                SECTION
                  8.15. 

              	
                Waiver
                  of Inventory, Accounting and Appraisal Requirement.

              	
                124

              
	
                SECTION
                  8.16.

              	
                Appointment
                  of Custodians.

              	
                124

              
	 	 	 
	
                ARTICLE
                  IX
                  REMIC ADMINISTRATION

              	
                125

              
	 	 	 
	
                SECTION
                  9.01. 

              	
                REMIC
                  Administration.

              	
                125

              
	
                SECTION
                  9.02. 

              	
                Prohibited
                  Transactions and Activities.

              	
                127

              
	 	 	 
	
                ARTICLE
                  X
                  TERMINATION

              	
                127

              
	 	 	 
	
                SECTION
                  10.01. 

              	
                Termination.

              	
                127

              
	
                SECTION
                  10.02.

              	
                Additional
                  Termination Requirements.

              	
                129

              
	 	 	 
	
                ARTICLE
                  XI
                  DISPOSITION OF TRUST FUND ASSETS

              	
                129

              
	 	 	 
	
                SECTION
                  11.01. 

              	
                Disposition
                  of Trust Fund Assets.

              	
                129

              
	 	 	 
	
                ARTICLE
                  XII
                  MISCELLANEOUS PROVISIONS

              	
                130

              
	 	 	 
	
                SECTION
                  12.01. 

              	
                Amendment.

              	
                130

              
	
                SECTION
                  12.02.

              	
                Recordation
                  of Agreement; Counterparts.

              	
                131

              
	
                SECTION
                  12.03. 

              	
                Limitation
                  on Rights of Certificateholders.

              	
                131

              
	
                SECTION
                  12.04. 

              	
                Governing
                  Law.

              	
                132

              
	
                SECTION
                  12.05. 

              	
                Notices.

              	
                132

              
	
                SECTION
                  12.06. 

              	
                Severability
                  of Provisions.

              	
                133

              
	
                SECTION
                  12.07. 

              	
                Article
                  and Section References.

              	
                133

              
	
                SECTION
                  12.08. 

              	
                Notices
                  to the Rating Agencies.

              	
                133

              
	
                SECTION
                  12.09. 

              	
                Further
                  Assurances.

              	
                135

              
	
                SECTION
                  12.10. 

              	
                Benefits
                  of Agreement.

              	
                135

              
	
                SECTION
                  12.11. 

              	
                Acts
                  of Certificateholders.

              	
                135

              
	
                SECTION
                  12.12. 

              	
                Successors
                  and Assigns.

              	
                136

              
	
                SECTION
                  12.13. 

              	
                Provision
                  of Information.

              	
                136

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                EXHIBITS
                  AND SCHEDULES:

              	 
	 	 	 
	
                Exhibit
                  A-1

              	
                Form
                  of A Certificate

              	
                A-1

              
	
                Exhibit
                  A-2

              	
                Form
                  of Class X Certificate

              	
                A-2

              
	
                Exhibit
                  B

              	
                Form
                  of Class A-R Certificate

              	
                B-1

              
	
                Exhibit
                  C

              	
                Form
                  of Subordinate Certificate

              	
                C-1

              
	
                Exhibit
                  D

              	
                [Reserved]

              	
                D-1

              
	
                Exhibit
                  E

              	
                Form
                  of Reverse of the Certificates

              	
                E-1

              
	
                Exhibit
                  F

              	
                Request
                  for Release

              	
                F-1

              
	
                Exhibit
                  G-1

              	
                Form
                  of Receipt of Mortgage Note

              	
                G-1-1

              
	
                Exhibit
                  G-2

              	
                Form
                  of Interim Certification of Trustee

              	
                G-2-1

              
	
                Exhibit
                  G-3

              	
                Form
                  of Final Certification of Trustee

              	
                G-3-1

              
	
                Exhibit
                  H

              	
                Form
                  of Lost Note Affidavit

              	
                H-1

              
	
                Exhibit
                  I-1

              	
                Form
                  of ERISA Representation Class A-R

              	
                I-1-1

              
	
                Exhibit
                  I-2

              	
                Form
                  of ERISA Representation For ERISA-Restricted
                  Certificates

              	
                I-2-1

              
	
                Exhibit
                  J-1

              	
                Form
                  of Investment Letter Non-Rule 144A

              	
                J-1-1

              
	
                Exhibit
                  J-2

              	
                Form
                  of Rule 144A Investment Letter

              	
                J-2-1

              
	
                Exhibit
                  K

              	
                Form
                  of Transferor Certificate

              	
                K-1

              
	
                Exhibit
                  L

              	
                Transfer
                  Affidavit for Residual Certificate Pursuant to 

              	 
	 	
                Section
                  6.02(e)

              	
                L-1

              
	
                Exhibit
                  M

              	
                Servicing
                  Agreements

              	
                M-1

              
	
                Exhibit
                  N-1

              	
                Form
                  of Transfer Certificate (Restricted Global Security to


              	 
	 	
                Regulation
                  S Security)

              	
                N-1-1

              
	
                Exhibit
                  N-2

              	
                Form
                  of Transfer Certificate (Regulation S Security to 

              	 
	 	
                Restricted
                  Global Security)

              	
                N-2-1

              
	
                Exhibit
                  O

              	
                Transaction
                  Parties

              	
                O

              
	
                Exhibit
                  P

              	
                [Reserved]

              	
                P

              
	
                Exhibit
                  Q

              	
                Servicing
                  Criteria

              	
                Q

              
	
                Exhibit
                  R

              	
                Additional
                  Form 10-D Disclosure

              	
                R

              
	
                Exhibit
                  S

              	
                Additional
                  Form 10-K Disclosure

              	
                S

              
	
                Exhibit
                  T

              	
                Additional
                  Form 8-K Disclosure

              	
                T

              
	
                Exhibit
                  U

              	
                Additional
                  Disclosure Notification

              	
                U

              
	 	 	 
	
                Schedule
                  I

              	
                Mortgage
                  Loan Schedule

              	 
	
                Schedule
                  II

              	
                [Reserved]

              	 
	
                Schedule
                  III

              	
                [Reserved]

              	 


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
This
        Pooling and Servicing Agreement is dated as of June 1, 2006 (the “Agreement”),
        among
        GREENWICH CAPITAL ACCEPTANCE, INC., a Delaware corporation, as depositor
        (the
“Depositor”),
        GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., a Delaware corporation, as seller
        (the “Seller”),
        WELLS
        FARGO BANK, N.A., a national banking association, as master servicer (in
        such
        capacity, the “Master
        Servicer”)
        and as
        securities administrator (in such capacity, the “Securities
        Administrator”)
        and
        DEUTSCHE BANK NATIONAL TRUST COMPANY, a national banking association, as
        trustee
        (the “Trustee”)
        and as
        a custodian.

    

     

    PRELIMINARY
      STATEMENT:

     

    Through
      this Agreement, the Depositor intends to cause the issuance and sale of the
      HarborView Mortgage Loan Trust Mortgage Loan Pass-Through Certificates, Series
      2006-6 (the “Certificates”)
      representing in the aggregate the entire beneficial ownership of the Trust
      Fund,
      the primary assets of which are the Mortgage Loans (as defined
      below).

     

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

     

    As
      provided herein, the Trustee shall elect that the Trust Fund be treated for
      federal income tax purposes as comprising three real estate mortgage investment
      conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC,” the
“Middle-Tier REMIC” and the “Upper-Tier REMIC”). Each Certificate, other than
      the Class A-R Certificates, shall represent ownership of a regular interest
      in
      the Upper-Tier REMIC, as described herein. The Class A-R Certificate represents
      the sole class of residual interest in each REMIC.

     

    The
      Lower-Tier REMIC shall hold as assets all property of the Trust Fund, other
      than
      the interests in the Lower-Tier REMIC and the Middle-Tier REMIC formed hereby.
      The Middle-Tier REMIC shall hold as assets the uncertificated Lower-Tier
      Interests, other than the Class LT-R Interest. Each such Lower-Tier Interest
      is
      hereby designated as a REMIC regular interest. The Upper-Tier REMIC shall hold
      as assets the uncertificated Middle-Tier Interests, other than the Class MT-R
      Interest. Each such Middle-Tier Interest is hereby designated as a REMIC regular
      interest. 

     

    Lower-Tier
      REMIC Interests 

     

    The
      following table specifies the Class designation, interest rate, and initial
      principal amount for each Lower-Tier REMIC Interest:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        


      
        
          	
                  Designation

                	
                   

                	
                  Interest
                    Rate

                	
                   

                	
                  Initial
                    Principal Balance

                	
                   

                	
                  Related
                    Loan Group

                
	
                  LT-Group
                    1

                	
                   

                	
                  (1)

                	
                   

                	
                  $

                	
                   68,738,122.69
                    

                	
                   

                	
                  Group
                    1

                
	
                  LT-Group
                    1 SCA

                	
                   

                	
                  (1)

                	
                   

                	
                  $

                	
                   41,272.96
                    

                	
                   

                	
                  Group
                    1

                
	
                  LT-Group
                    2

                	
                   

                	
                  (1)

                	
                   

                	
                  $

                	
                   133,324,864.30
                    

                	
                   

                	
                  Group
                    2

                
	
                  LT-Group
                    2 SCA

                	
                   

                	
                  (1)

                	
                   

                	
                  $

                	
                   80,039.03
                    

                	
                   

                	
                  Group
                    2

                
	
                  LT-Group
                    3

                	
                   

                	
                  (1)

                	
                   

                	
                  $

                	
                   245,221,171.49
                    

                	
                   

                	
                  Group
                    3

                
	
                  LT-Group
                    3 SCA

                	
                   

                	
                  (1)

                	
                   

                	
                  $

                	
                   147,223.95
                    

                	
                   

                	
                  Group
                    3

                
	
                  LT-Group
                    4

                	
                   

                	
                  (1)

                	
                   

                	
                  $
                    

                	
                  131,591,581.86
                    

                	
                   

                	
                  Group
                    4

                
	
                  LT-Group
                    4 SCA

                	
                   

                	
                  (1)

                	
                   

                	
                  $

                	
                   79,005.88
                    

                	
                   

                	
                  Group
                    4

                
	
                  LT-Group
                    5

                	
                   

                	
                  (1)

                	
                   

                	
                  $

                	
                   55,896,610.03
                    

                	
                   

                	
                  Group
                    5

                
	
                  LT-Group
                    5 SCA

                	
                   

                	
                  (1)

                	
                   

                	
                  $

                	
                   33,561.72
                    

                	
                   

                	
                  Group
                    5

                
	
                  LT-R

                	
                   

                	
                  (2)

                	
                   

                	
                   

                	
                  (2)

                	
                   

                	
                  N/A

                



      

    

     

    
      	 	
              (1)

            	
              The
                interest rate with respect to any Distribution Date (and the related
                Accrual Period) for each of these Lower-Tier Interests is a per annum
                rate
                equal to the Net WAC of the related Loan Group.


            


    

     

    
      	 	
              (2)

            	
              The
                LT-R Interest is the sole class of residual interests in the Lower-Tier
                REMIC. It does not have an interest rate or a principal balance.
                

            


    

     

    On
      each
      Distribution Date, Available Funds for Loan Group 1, Loan Group 2, Loan Group
      3,
      Loan Group 4, and Loan Group 5 shall be allocated among the Lower-Tier Interests
      in the following order of priority:

    


    
      	 	
              (i)

            	
              First,
                concurrently to the LT-Group 1 SCA, LT-Group 2 SCA, LT-Group 3 SCA,
                LT-Group 4 SCA, and LT-Group 5 SCA Interests as
                follows:

            


    

    


    
      	 	
              (a)

            	
              to
                the LT-Group 1 SCA Interest until its principal balance equals one
                percent
                of the Subordinate Component for Loan Group 1 for the immediately
                succeeding Distribution Date;

            


    

    


    
      	 	
              (b)

            	
              to
                the LT-Group 2 SCA Interest until its principal balance equals one
                percent
                of the Subordinate Component for Loan Group 2 for the immediately
                succeeding Distribution Date;

            


    

    


    
      	 	
              (c)

            	
              to
                the LT-Group 3 SCA Interest until its principal balance equals one
                percent
                of the Subordinate Component for Loan Group 3 for the immediately
                succeeding Distribution Date;

            


    

    


    
      	 	
              (d)

            	
              to
                the LT-Group 4 SCA Interest until its principal balance equals one
                percent
                of the Subordinate Component for Loan Group 4 for the immediately
                succeeding Distribution Date;

            


    

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
      	 	
              (e)

            	
              to
                the LT-Group 5 SCA Interest until its principal balance equals one
                percent
                of the Subordinate Component for Loan Group 5 for the immediately
                succeeding Distribution Date; and

            


    

    


    
      	 	
              (f)

            	
              to
                the LT-Group 1 SCA, the LT-Group 2 SCA, the LT-Group 3 SCA, LT-Group
                4
                SCA, or the LT-Group 5 SCA Interests, the minimum amount necessary
                to
                cause the ratio of the principal balance of each such Lower-Tier
                Interest
                to the other four such Lower-Tier Interests to equal the ratio of
                the
                Subordinate Component related to such Lower-Tier Interest for the
                immediately succeeding Distribution Date to the Subordinate Components
                related to the other four Lower-Tier Interests for the immediately
                succeeding Distribution Date;

            


    

    


    
      	 	
              (ii)

            	
              Second,
                concurrently to the LT-Group 1, LT-Group 2, LT-Group 3, LT-Group
                4, and
                the LT-Group 5 Interests until -

            


    

    


    
      	 	
              (a)

            	
              the
                principal balance of the LT-Group 1 Interest equals the excess of
                (I) the
                Pool Balance for Loan Group 1 for the immediately succeeding Distribution
                Date, over (II) the principal balance of the LT-Group 1 SCA Interest
                for
                such Distribution Date, after taking into account distributions pursuant
                to priority (i) above for such Distribution Date,
                

            


    

    


    
      	 	
              (b)

            	
              the
                principal balance of the LT-Group 2 Interest equals the excess of
                (I) the
                Pool Balance for Loan Group 2 for the immediately succeeding Distribution
                Date, over (II) the principal balance of the LT-Group 2 SCA Interest
                for
                such Distribution Date, after taking into account distributions pursuant
                to priority (i) above for such Distribution Date,
                

            


    

    


    
      	 	
              (c)

            	
              the
                principal balance of the LT-Group 3 Interest equals the excess of
                (I) the
                Pool Balance for Loan Group 3 for the immediately succeeding Distribution
                Date, over (II) the principal balance of the LT-Group 3 SCA Interest
                for
                such Distribution Date, after taking into account distributions pursuant
                to priority (i) above for such Distribution Date,
                

            


    

    


    
      	 	
              (d)

            	
              the
                principal balance of the LT-Group 4 Interest equals the excess of
                (I) the
                Pool Balance for Loan Group 4 for the immediately succeeding Distribution
                Date, over (II) the principal balance of the LT-Group 4 SCA Interest
                for
                such Distribution Date, after taking into account distributions pursuant
                to priority (i) above for such Distribution Date,
                and

            


    

    


    
      	 	
              (e)

            	
              the
                principal balance of the LT-Group 5 Interest equals the excess of
                (I) the
                Pool Balance for Loan Group 5 for the immediately succeeding Distribution
                Date, over (II) the principal balance of the LT-Group 5 SCA Interest
                for
                such Distribution Date, after taking into account distributions pursuant
                to priority (i) above for such Distribution
                Date;

            


    

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
      	 	
              (iii)

            	
              Third,
                to make interest distributions on the Lower-Tier Interests at the
                interest
                rates described above.

            


    

    


    
      	 	
              (iv)

            	
              Finally,
                any remaining amounts to the LT-R
                Interest.

            


    

    


    On
      any
      Distribution Date, after all distributions of Available Funds from Loan Group
      1,
      Loan Group 2, Loan Group 3, Loan Group 4, and Loan Group 5 on such date,
      Realized Losses shall be allocated among the Lower-Tier Interests in the same
      order of priority in which principal is distributed among such Lower-Tier
      Interests pursuant to priorities (i) and (ii) above.

    


    Middle-Tier
      REMIC Interests

    


    The
      following table sets forth (or describes) the Class designation, interest rate,
      and initial Class Principal Amount for each Class of Lower-Tier
      Interests:

     

    
      	
              Middle-Tier
                

              REMIC
                Interest 

              Designation

            	 	
               

               Interest
                Rate

            	 	
              Initial
                

              Principal
                Balance

            	 	
              Corresponding
                Class of Certificates 

            
	
              MT-1A-1A

            	 	
              (1)

            	 	
              (7)

            	 	
              1A-1A

            
	
              MT-1A-1B

            	 	
              (1)

            	 	
              (7)

            	 	
              1A-1B

            
	
              MT-2A-1A

            	 	
              (2)

            	 	
              (7)

            	 	
              2A-1A

            
	
              MT-2A-1B

            	 	
              (2)

            	 	
              (7)

            	 	
              2A-1B

            
	
              MT-3A-1A

            	 	
              (3)

            	 	
              (7)

            	 	
              3A-1A

            
	
              MT-3A-1B

            	 	
              (3)

            	 	
              (7)

            	 	
              3A-1B

            
	
              MT-4A-1A

            	 	
              (4)

            	 	
              (7)

            	 	
              4A-1A

            
	
              MT-4A-1B

            	 	
              (4)

            	 	
              (7)

            	 	
              4A-1B

            
	
              MT-5A-1A

            	 	
              (4)

            	 	
              (7)

            	 	
              5A-1A

            
	
              MT-5A-1B

            	 	
              (4)

            	 	
              (7)

            	 	
              5A-1B

            
	
              MT-AR

            	 	
              (1)

            	 	
              (7)

            	 	
              A-R

            
	
              MT-B1

            	 	
              (6)

            	 	
              (7)

            	 	
              B-1

            
	
              MT-B2

            	 	
              (6)

            	 	
              (7)

            	 	
              B-2

            
	
              MT-B3

            	 	
              (6)

            	 	
              (7)

            	 	
              B-3

            
	
              MT-B4

            	 	
              (6)

            	 	
              (7)

            	 	
              B-4

            
	
              MT-B5

            	 	
              (6)

            	 	
              (7)

            	 	
              B-5

            
	
              MT-B6

            	 	
              (6)

            	 	
              (7)

            	 	
              B-6

            
	
              MT-R

            	 	
              (8)

            	 	
              (8)

            	 	
              MT-R

            


    

    __________________

     

    
      	 	
              (1)

            	
              The
                interest rate with respect to any Distribution Date (and the related
                Accrual Period) for this Middle-Tier Interest will be a per annum
                rate
                equal to the Net WAC of Loan Group 1 for that Distribution Date,
                which for
                purposes of the REMIC Provisions represents the weighted average
                of the
                interest rates on the LT-Group 1 and LT-Group 1 SCA Interests, weighted
                on
                the basis of their principal balances as of the first day of the
                related
                Accrual Period.

            


    

     

    
      	 	
              (2)

            	
              The
                interest rate with respect to any Distribution Date (and the related
                Accrual Period) for this Middle-Tier Interest will be a per annum
                rate
                equal to the Net WAC of Loan Group 2 for that Distribution Date,
                which for
                purposes of the REMIC Provisions represents the weighted average
                of the
                interest rates on the LT-Group 2 and LT-Group 2 SCA Interests, weighted
                on
                the basis of their principal balances as of the first day of the
                related
                Accrual Period.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
      	 	
              (3)

            	
              The
                interest rate with respect to any Distribution Date (and the related
                Accrual Period) for this Middle-Tier Interest will be a per annum
                rate
                equal to the Net WAC of Loan Group 3 for that Distribution Date,
                which for
                purposes of the REMIC Provisions represents the weighted average
                of the
                interest rates on the LT-Group 3 and LT-Group 3 SCA Interests, weighted
                on
                the basis of their principal balances as of the first day of the
                related
                Accrual Period.

            


    

     

    
      	 	
              (4)

            	
              The
                interest rate with respect to any Distribution Date (and the related
                Accrual Period) for this Middle-Tier Interest will be a per annum
                rate
                equal to the Net WAC of Loan Group 4 for that Distribution Date,
                which for
                purposes of the REMIC Provisions represents the weighted average
                of the
                interest rates on the LT-Group 4 and LT-Group 4 SCA Interests, weighted
                on
                the basis of their principal balances as of the first day of the
                related
                Accrual Period.

            


    

     

    
      	 	
              (5)

            	
              The
                interest rate with respect to any Distribution Date (and the related
                Accrual Period) for this Middle-Tier Interest will be a per annum
                rate
                equal to the Net WAC of Loan Group 5 for that Distribution Date,
                which for
                purposes of the REMIC Provisions represents the weighted average
                of the
                interest rates on the LT-Group 5 and LT-Group 5 SCA Interests, weighted
                on
                the basis of their principal balances as of the first day of the
                related
                Accrual Period.

            


    

     

    
      	 	
              (6)

            	
              The
                interest rate with respect to any Distribution Date (and the related
                Accrual Period) for each of these Middle-Tier Interests will be a
                per
                annum rate equal to the Subordinate Net WAC for that Distribution
                Date,
                which for purposes of the REMIC Provisions represents the weighted
                average
                of the interest rates payable on the LT-Group 1 SCA, LT-Group 2 SCA,
                LT-Group 3 SCA, LT-Group 4 SCA, and LT-Group 5 SCA Lower-Tier Interests,
                weighted on the basis of their principal balances as of the first
                day of
                the related Accrual Period.

            


    

     

    
      	 	
              (7)

            	
              Each
                of these Middle-Tier Interests will have an initial principal balance
                equal to the Original Class Principal Balance of its Corresponding
                Class
                of Certificates.

            


    

     

    
      	 	
              (8)

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

            


    

     

    On
      each
      Distribution Date, Available Funds, which shall have been distributed in respect
      of the Lower-Tier Interests in the Lower-Tier REMIC, shall be allocated among
      the Middle-Tier Interests in the following order of priority:

    


    
      	 	
              (i)

            	
              to
                each Middle-Tier Interest until its principal balance equals the
                Class
                Principal Balance of the Corresponding Class of Certificates immediately
                after such Distribution Date;

            


    

     

    
      	 	
              (ii)

            	
              to
                each Middle-Tier Interest, interest at the interest rates described
                above;
                and

            


    

     

    
      	 	
              (iii)

            	
              to
                the
                MT-R Interest, any remaining
                amounts.

            


    

     

    On
      any
      Distribution Date, after all distributions of amounts Available Funds from
      Loan
      Group 1, Loan Group 2, Loan Group 3, Loan Group 4, and Loan Group 5 on such
      date
      distributed to the Middle-Tier REMIC with respect to the Lower-Tier Interests
      it
      holds as assets, Realized Losses shall be allocated among the Middle-Tier
      Interests in the same order of priority in which principal is distributed among
      such Lower-Tier Interests pursuant to priority (i) above.

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    The
      Certificates

     

    The
      following table sets forth (or describes) the Class designation, Pass-Through
      Rate, and Original Class Principal Balance (or Original Class Notional Balance)
      for each Class of Certificates comprising interests in the Trust Fund created
      hereunder. Each Class of Certificates, other than the Class A-R Certificates,
      is
      hereby designated as representing ownership of regular interests in the
      Upper-Tier REMIC.

     

    
      	
               

            	
              Original
                Class Principal

              Balance
                or Class Notional Balance

            	
              Pass-Through

              Rate

            
	
              Class
                1A-1A

            	
              $
                58,187,000.00

            	
              (1)

            
	
              Class
                1A-1B

            	
              $
                6,465,000.00

            	
              (1)

            
	
              Class
                2A-1A

            	
              $
                112,861,000.00

            	
              (1)

            
	
              Class
                2A-1B

            	
              $
                12,540,000.00

            	
              (1)

            
	
              Class
                3A-1A

            	
              $
                207,581,000.00

            	
              (1)

            
	
              Class
                3A-1B

            	
              $
                23,065,000.00

            	
              (1)

            
	
              Class
                4A-1A

            	
              $
                111,393,000.00

            	
              (1)

            
	
              Class
                4A-1B

            	
              $
                12,377,000.00

            	
              (1)

            
	
              Class
                5A-1A

            	
              $
                47,317,000.00

            	
              (1)

            
	
              Class
                5A-1B

            	
              $
                5,257,000.00

            	
              (1)

            
	
              Class X-1

            	
              Class
                X-1 Notional Balance (2)

            	
              (1)

            
	
              Class X-4

            	
              Class
                X-4 Notional Balance (3)

            	
              (1)

            
	
              Class
                A-R

            	
              $
                100.00 (5)

            	
              (5)

            
	
              Class
                B-1

            	
              $
                15,880,000.00

            	
              (4)

            
	
              Class
                B-2

            	
              $
                7,622,000.00

            	
              (4)

            
	
              Class
                B-3

            	
              $
                4,446,000.00

            	
              (4)

            
	
              Class
                B-4

            	
              $
                4,446,000.00

            	
              (4)

            
	
              Class
                B-5

            	
              $
                3,176,000.00

            	
              (4)

            
	
              Class
                B-6

            	
              $
                2,540,353.00

            	
              (4)

            


    

    ____________

    
      	 	
              (1)

            	
              Calculated
                pursuant to the definition of “Pass-Through
                Rate.”

            


    

     

    
      	 	
              (2)

            	
              For
                purposes of the REMIC provisions, the Class X-1 Certificates shall
                accrue
                interest on a notional balance equal to the sum of the principal
                balances
                of the MT-1A-1A and MT-1A-1B Middle-Tier Interests. The Class X-1
                Certificates are interest-only certificates and will not be entitled
                to
                distributions of principal.

            


    

     

    
      	 	
              (3)

            	
              For
                purposes of the REMIC provisions, the Class X-4 Certificates shall
                accrue
                interest on a notional balance equal to the sum of the principal
                balances
                of the MT-4A-1A and MT-4A-1B Middle-Tier Interests. The Class X-4
                Certificates are interest-only certificates and will not be entitled
                to
                distributions of principal.

            


    

     

    
      	 	
              (4)

            	
              Calculated
                pursuant to the definition of “Pass-Through Rate,” but adjusted, for
                purposes of the REMIC Provisions, to reflect the allocation, if any,
                of
                Subordinate Class Expense Share.

            


    

     

    
      	 	
              (5)

            	
              For
                purposes of the REMIC provisions, the Class A-R Certificate represents
                ownership of the Class LT-R Interest, the Class MT-R Interest and
                the sole
                class of residual interest in the Upper-Tier
                REMIC.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    ARTICLE
      I

    DEFINITIONS;
      DECLARATION OF TRUST

     

    SECTION
      1.01. Defined
      Terms.

     

    Whenever
      used in this Agreement or in the Preliminary Statement, the following words
      and
      phrases, unless the context otherwise requires, shall have the meanings
      specified in this Article. All calculations of interest described herein shall
      be made on the basis of an assumed 360-day year consisting of twelve 30-day
      months unless otherwise indicated in this Agreement.

     

    “Accepted
      Master Servicing Practices”:
      With
      respect to any Mortgage Loan, as applicable, either (x) those customary mortgage
      servicing practices of prudent mortgage servicing institutions that master
      service mortgage loans of the same type and quality as such Mortgage Loan in
      the
      jurisdiction where the related Mortgaged Property is located, to the extent
      applicable to the Trustee (as successor Master Servicer) or the Master Servicer
      (except in its capacity as successor to any Servicer), or (y) as provided in
      the
      Servicing Agreements, to the extent applicable to the Servicers, but in no
      event
      below the standard set forth in clause (x).

     

    “Account”:
      The
      Distribution Account or each Servicing Account, as the context
      requires.

     

    “Accrual
      Period”:
      With
      respect to each Distribution Date and the Certificates, each Class of Lower-Tier
      Interest and each Middle-Tier Interest, the calendar month immediately preceding
      the month of that Distribution Date. Interest on the Certificates (and the
      Lower-Tier Interests) shall be calculated based on an assumption that each
      month
      has 30 days and each year has 360 days. 

     

    “Additional
      Disclosure Notification”:
      As
      defined in Section 3.19(a).

     

    “Additional
      Form 10-D Disclosure”:
      As
      defined in Section 3.19(a).

     

    “Additional
      Form 10-K Disclosure”:
      As
      defined in Section 3.19(b).

     

    “Adjustment
      Date”:
      With
      respect to each Mortgage Loan, each adjustment date on which the related Loan
      Rate changes pursuant to the related Mortgage Note. The first Adjustment Date
      following the Cut-Off Date as to each Mortgage Loan is set forth in the Mortgage
      Loan Schedule.

     

    “Advance”:
      As to
      any Mortgage Loan or REO Property, any advance made by the Master Servicer
      (including the Trustee in its capacity as successor Master Servicer) in respect
      of any Distribution Date pursuant to Section 5.05.

     

    “Adverse
      REMIC Event”:
      Either
      (i) the loss of status as a REMIC, within the meaning of Section 860D of the
      Code, for any group of assets identified as a REMIC in the Preliminary Statement
      to this Agreement, or (ii) the imposition of any tax, including the tax imposed
      under Section 860F(a)(1) on prohibited transactions, and the tax imposed under
      Section 860G(d) on certain contributions to a REMIC, on any REMIC created
      hereunder to the extent such tax would be payable from assets held as part
      of
      the Trust Fund.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    “Affiliate”:
      With
      respect to any Person, any other Person controlling, controlled by or under
      common control with such Person. For purposes of this definition, “control”
means the power to direct the management and policies of a Person, directly
      or
      indirectly, whether through ownership of voting securities, by contract or
      otherwise and “controlling” and “controlled” shall have meanings correlative to
      the foregoing.

     

    “Aggregate
      Subordinate Percentage”:
      As to
      any Distribution Date, the percentage equivalent of a fraction the numerator
      of
      which is the aggregate of the Class Principal Balance of the Subordinate
      Certificates and the denominator of which is the Pool Balance for such
      Distribution Date.

     

    “Agreement”:
      This
      Pooling and Servicing Agreement, dated as of June 1, 2006, as amended,
      supplemented and otherwise modified from time to time.

     

    “American
      Home”:
      American Home Mortgage Corp., and its successors and assigns, in its capacity
      as
      Originator of the American Home Mortgage Loans.

     

    “American
      Home Mortgage Loans”:
      The
      Mortgage Loans for which American Home is listed as “Originator” on the Mortgage
      Loan Schedule.

     

    “American
      Home Purchase Agreement”:
      The
      Master Mortgage Loan Purchase and Servicing Agreement, dated as of May 1, 2006,
      among GCFP, as purchaser, American Home, as seller and American Home, as
      servicer, as the same may be amended from time to time, and any assignments
      and
      conveyances related to the American Home Mortgage Loans.

     

    “American
      Home Servicing”:
       American
      Home Mortgage Servicing, Inc. and its successors and assigns, in its capacity
      as
      a Servicer of the American Home Mortgage Loans.

     

    “Applicable
      Credit Support Percentage”:
      As
      defined in Section 5.01(d).

     

    “Apportioned
      Principal Balance”:
      As to
      any Class of Subordinate Certificates, Loan Group and any Distribution Date,
      the
      Class Principal Balance of such Class immediately prior to such Distribution
      Date multiplied by a fraction, the numerator of which is the Subordinate
      Component for the related Loan Group for such date and the denominator of which
      is the sum of the Subordinate Components (in the aggregate).

     

    “Assignment”:
      As to
      any Mortgage, an assignment of mortgage, notice of transfer or equivalent
      instrument, in recordable form, which is sufficient, under the laws of the
      jurisdiction in which the related Mortgaged Property is located, to reflect
      or
      record the sale of such Mortgage.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    “Available
      Funds”:
      As to
      any Distribution Date and any Loan Group, an amount equal to (i) the sum,
      without duplication, of (a) the aggregate of the Monthly Payments received
      on or prior to the related Determination Date (but not including Monthly
      Payments due in future Due Periods but received by the related Determination
      Date) in respect of the Mortgage Loans in that Loan Group, (b) Net
      Liquidation Proceeds, Insurance Proceeds, Principal Prepayments (excluding
      Prepayment Penalty Amounts), Recoveries and other unscheduled recoveries of
      principal and interest in respect of the Mortgage Loans in that Loan Group
      received during the related Prepayment Period, (c) the aggregate of any amounts
      received in respect of REO Properties for such Distribution Date in respect
      of
      the Mortgage Loans in that Loan Group, (d) the aggregate of any amounts of
      Interest Shortfalls (excluding for such purpose all shortfalls as a result
      of
      Relief Act Reductions) paid by the Servicers pursuant to the related Servicing
      Agreements and Compensating Interest Payments deposited in the Distribution
      Account for that Distribution Date in respect of the Mortgage Loans in that
      Loan
      Group, (e) the aggregate of the Purchase Prices and Substitution
      Adjustments and amounts collected for purchases pursuant to Sections 2.03 or
      3.25 deposited in the Distribution Account during the related Prepayment Period
      in respect of the Mortgage Loans in that Loan Group, (f) the aggregate of
      any Advances made by the Servicers and Advances made by the Master Servicer
      for
      such Distribution Date in respect of the Mortgage Loans in that Loan Group,
      (g) the aggregate of any Advances made by the Trustee for that Distribution
      Date pursuant to Section 7.02 hereof in respect of the Mortgage Loans in that
      Loan Group and (h) the Termination Price allocated to such Loan Group on
      the Distribution Date on which the Trust Fund is terminated; minus
      (ii) the sum of (v) the Expense Fees for such Distribution Date in respect
      of the Mortgage Loans in that Loan Group, (w) amounts in reimbursement for
      Advances previously made in respect of the Mortgage Loans in that Loan Group
      and
      other amounts as to which the Servicers, the Securities Administrator, the
      Master Servicer, the Trustee and the Custodians are entitled to be reimbursed
      pursuant to Section 4.03, (x) the amount payable to the Trustee, the Master
      Servicer, the Securities Administrator and the Custodian pursuant to Sections
      3.27(b), 3.28(c) and 8.05 hereof in respect of the Mortgage Loans in that Loan
      Group or if not related to a Mortgage Loan, allocated to each Loan Group on
      a
      pro rata basis, and (y) amounts deposited in the Distribution Account, as the
      case may be, in error, in respect of the Mortgage Loans in that Loan
      Group.

     

    “Bankruptcy
      Code”:
      The
      Bankruptcy Reform Act of 1978 (Title 11 of the United States Code), as
      amended.

     

    “Book-Entry
      Certificates”:
      Any of
      the Certificates that shall be registered in the name of the Depository or
      its
      nominee, the ownership of which is reflected on the books of the Depository
      or
      on the books of a Person maintaining an account with the Depository (directly,
      as a “Depository Participant”, or indirectly, as an indirect participant in
      accordance with the rules of the Depository and as described in Section 6.02
      hereof). On the Closing Date, all Classes of the Certificates other than the
      Physical Certificates shall be Book-Entry Certificates.

     

    “Business
      Day”:
      Any
      day other than a Saturday, a Sunday or a day on which banking or savings
      institutions in the State of California, the State of Maryland, the State of
      Minnesota, the State of Texas, the State of New York or in the city in which
      the
      Corporate Trust Office of the Trustee is located are authorized or obligated
      by
      law or executive order to be closed.

     

    “Call
      Option”:
      The
      right to terminate this Agreement and the Trust pursuant to the second paragraph
      of Section 10.01(a) hereof.

     

    “Call
      Option Date”:
      As
      defined in Section 10.01(a) hereof.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    “Certificate”:
      Any
      Regular Certificate or Residual Certificate.

     

    “Certificate
      Notional Balance”:
      With
      respect to each Certificate of any Class of Interest-Only Certificates and
      any
      date of determination, the product of (i) the Class Notional Balance of such
      Class and (ii) the applicable Percentage Interest of such
      Certificate.

     

    “Certificate
      Owner”:
      With
      respect to each Book-Entry Certificate, any beneficial owner thereof and with
      respect to each Physical Certificate, the Certificateholder
      thereof.

     

    “Certificate
      Principal Balance”:
      With
      respect to each Certificate of a given Class (other than any Class of
      Interest-Only Certificates) and any date of determination, the product of (i)
      the Class Principal Balance of such Class and (ii) the applicable Percentage
      Interest of such Certificate.

     

    “Certificate
      Register”
and
      “Certificate
      Registrar”:
      The
      register maintained and registrar appointed pursuant to Section 6.02 hereof.
      The
      initial Certificate Registrar shall be the Securities Administrator under this
      Agreement.

     

    “Certificateholder”
or
      “Holder”:
      The
      Person in whose name a Certificate is registered in the Certificate Register,
      except that a Disqualified Organization or non-U.S. Person shall not be a Holder
      of the Residual Certificate for any purpose hereof.

     

    “Certification
      Parties”:
      As
      defined in Section 3.18.

     

    “Certifying
      Person”:
      As
      defined in Section 3.18.

     

    “Class”:
      Collectively, Certificates, as described in the Preliminary Statement, that
      have
      the same priority of payment and bear the same class designation and the form
      of
      which is identical except for variation in the Percentage Interest evidenced
      thereby.

     

    “Class
      LT-R Interest”:
      As
      described in the Preliminary Statement.

     

    “Class
      MT-R Interest”:
      As
      described in the Preliminary Statement.

     

    “Class
      Notional Balance”:
      With
      respect to the Class X-1 Certificates and any Distribution Date, the Class
      X-1
      Notional Balance, and with respect to the Class X-4 Certificates and any
      Distribution Date, the Class X-4 Notional Balance.

     

    “Class
      Principal Balance”:
      As to
      any Distribution Date, with respect to any Class of Certificates (other than
      the
      Interest-Only Certificates), the Original Class Principal Balance as reduced
      by
      the sum of (x) all amounts actually distributed in respect of principal of
      that
      Class on all prior Distribution Dates, (y) all Realized Losses, if any, actually
      allocated to that Class on all prior Distribution Dates and (z) in the case
      of
      the Subordinate Certificates, any applicable Writedown Amount; provided,
      however,
      that
      pursuant to Section 5.03, the Class Principal Balance of a Class of Certificates
      may be increased up to the amount of Realized Losses previously allocated to
      such Class, in the event that there is a Recovery on a Mortgage Loan, and the
      Certificate Principal Balance of any individual Certificate of such Class will
      be increased by its pro
      rata
      share of
      the increase to such Class.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    “Class
      X Certificate”:
      Any of
      the Class X-1 or Class X-4 Certificates. 

     

    “Class
      Subordination Percentage”:
      With
      respect to each Class of Subordinate Certificates and any Distribution Date,
      the
      percentage equivalent of a fraction the numerator of which is the Class
      Principal Balance of such Class immediately before such Distribution Date and
      the denominator of which is the aggregate of the Class Principal Balances of
      all
      Classes of Certificates immediately before such Distribution Date.

     

    “Class
      X Notional Balance”:
      The
      Class X-1 Notional Balance or the Class X-4 Notional Balance, as
      applicable.

     

    “Class
      X-1 Notional Balance”:
      For
      the Class X-1 Certificates and for any Distribution Date up to and including
      the
      Accrual Period for the Distribution Date in September 2008, the aggregate Class
      Principal Balance of the Class 1A-1A and Class 1A-1B Certificates immediately
      prior to such Distribution Date (initially, equal to approximately $64,652,000).
      For any Distribution Date after the Distribution Date in September 2008, the
      Class X-1 Notional Balance for the Class X-1 Certificates shall be
      $0.00.

     

    “Class
      X-4 Notional Balance”:
      For
      the Class X-4 Certificates and for any Distribution Date up to and including
      the
      Accrual Period for the Distribution Date in December 2012, the aggregate Class
      Principal Balance of the Class 4A-1A and Class 4A-1B Certificates immediately
      prior to such Distribution Date (initially, equal to approximately
      $123,770,000). For any Distribution Date after the Distribution Date in December
      2012, the Class X-4 Notional Balance for the Class X-4 Certificates shall be
      $0.00.

     

    “Close
      of Business”:
      As
      used herein, with respect to any Business Day and location, 5:00 p.m. at such
      location.

     

    “Closing
      Date”:
      June
      30, 2006.

     

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

     

    “Commission”:
      U.S.
      Securities and Exchange Commission.

     

    “Compensating
      Interest Payment”:
      With
      respect to any Distribution Date, an
      amount equal to the amount, if any, by which (x) the aggregate
      amount of any Interest Shortfalls (excluding for such purpose all shortfalls
      as
      a result of Relief Act Reductions) required to be paid by the Servicers pursuant
      to the related Servicing Agreement with respect to such Distribution Date,
      exceeds (y) the aggregate amount actually paid by the Servicers in respect
      of
      such shortfalls; provided,
      that
      such amount, to the extent payable by the Master Servicer, shall not exceed
      the
      aggregate Master Servicing Fee that would be payable to the Master Servicer
      in
      respect of such Distribution Date without giving effect to any Compensating
      Interest Payment.

     

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

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    “Cooperative
      Corporation”:
      The
      entity that holds title (fee or an acceptable leasehold estate) to the real
      property and improvements constituting the Cooperative Property and which
      governs the Cooperative Property, which Cooperative Corporation must qualify
      as
      a Cooperative Housing Corporation under Section 216 of the Code.

     

    “Cooperative
      Loan”:
      Any
      Mortgage Loan secured by Cooperative Shares and a Proprietary
      Lease.

     

    “Cooperative
      Loan Documents”:
      As to
      any Cooperative Loan, (i) the Cooperative Shares, together with a stock power
      in
      blank; (ii) the original or a copy of the executed Security Agreement and the
      assignment of the Security Agreement in blank; (iii) the original or a copy
      of
      the executed Proprietary Lease and the original assignment of the Proprietary
      Lease endorsed in blank; (iv) the original, if available, or a copy of the
      executed Recognition Agreement and, if available, the original assignment of
      the
      Recognition Agreement (or a blanket assignment of all Recognition Agreements)
      endorsed in blank; (v) the executed UCC-1 financing statement with evidence
      of
      recording thereon, which has been filed in all places required to perfect the
      security interest in the Cooperative Shares and the Proprietary Lease; and
      (vi)
      executed UCC amendments (or copies thereof) or other appropriate UCC financing
      statements required by state law, evidencing a complete and unbroken line from
      the mortgagee to the Trustee with evidence of recording thereon (or in a form
      suitable for recordation).

     

    “Cooperative
      Property”:
      The
      real property and improvements owned by the Cooperative Corporation, that
      includes the allocation of individual dwelling units to the holders of the
      Cooperative Shares of the Cooperative Corporation.

     

    “Cooperative
      Shares”:
      Shares
      issued by a Cooperative Corporation.

     

    “Cooperative
      Unit”:
      A
      single family dwelling located in a Cooperative Property.

     

    “Corporate
      Trust Office”:
      With
      respect to the Trustee, the principal corporate trust office of the Trustee
      at
      which at any particular time its corporate trust business in connection with
      this Agreement shall be administered, which office at the date of the execution
      of this instrument is located at 1761 East St. Andrew Place, Santa Ana,
      California 92705, Attention: HarborView 2006-6 (GC0606), or at such other
      address as the Trustee may designate from time to time by notice to the
      Certificateholders, the Depositor, the Master Servicer, the Securities
      Administrator and the Seller. With respect to the Securities Administrator
      and
      the Certificate Registrar and (i) presentment of Certificates for registration
      of transfer, exchange or final payment, Wells Fargo Bank, N.A., Sixth Street
      and
      Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust,
      HarborView Mortgage Loan Trust 2006-6, and (ii) for all other purposes, P.O.
      Box
      98, Columbia, Maryland 21046 (or for overnight deliveries, 9062 Old Annapolis
      Road, Columbia, Maryland 21045), Attention: Corporate Trust, HarborView
      2006-6.

     

    “Corresponding
      Class”:
      With
      respect to each class of Middle-Tier Interests, the Class or Classes of
      Certificates so designated in the Preliminary Statement. 

     

    “Countrywide”:
      Countrywide Home Loans, Inc., and its successors and assigns, in its capacity
      as
      Originator of the Countrywide Mortgage Loans.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    “Countrywide
      Mortgage Loans”:
      The
      Mortgage Loans for which Countrywide is listed as “Originator” on the Mortgage
      Loan Schedule.

     

    “Countrywide
      Purchase Agreement”:
      The
      Master Mortgage Loan Purchase and Servicing Agreement, dated as of April 1,
      2003, as amended by that certain Amendment Number One, dated as of November
      1,
      2004 and as further amended on December 1, 2005 by that certain Amendment Reg
      AB
      to the Master Mortgage Loan Purchase and Servicing Agreement, dated as of
      December 1, 2005, among GCFP, as purchaser, Countrywide Servicing, as servicer
      and Countrywide, as seller, as the same may be amended from time to time, and
      any assignments and conveyances related to the Countrywide Mortgage
      Loans.

     

    “Countrywide
      Servicing”:
       Countrywide
      Home Loans Servicing LP and its successors and assigns, in its capacity as
      a
      Servicer of the Countrywide Mortgage Loans.

     

    “Custodial
      Agreements”:
      Each
      of (i) the Custody Agreement, dated June 1, 2006, between Deutsche Bank National
      Trust Company, as trustee, The Bank of New York, as custodian and Wells Fargo
      Bank, N.A., as master servicer and securities administrator and (ii) the
      Custodial Agreement, dated June 1, 2006, between Deutsche Bank National Trust
      Company, as trustee, Mellon Trust of New England, National Association, as
      custodian and Wells Fargo Bank, N.A., as master servicer and securities
      administrator.

     

    “Custodian”:
      Each
      of Deutsche Bank National Trust Company, Mellon Trust of New England, National
      Association and The Bank of New York, and each of their respective successors
      acting as custodian of the Mortgage Files, as indicated on the Mortgage Loan
      Schedule.

     

    “Cut-Off
      Date”:
      With
      respect to any Mortgage Loan other than a Qualified Substitute Mortgage Loan,
      the Close of Business in New York City on June 1, 2006. With respect to any
      Qualified Substitute Mortgage Loan, the date designated as such on the Mortgage
      Loan Schedule (as amended).

     

    “Cut-Off
      Date Aggregate Principal Balance”:
      The
      aggregate of the Cut-Off Date Principal Balances of all of the Mortgage
      Loans.

     

    “Cut-Off
      Date Principal Balance”:
      With
      respect to any Mortgage Loan, the principal balance thereof remaining to be
      paid, after application of all scheduled principal payments due on or before
      the
      Cut-Off Date whether or not received as of the Cut-Off Date (or as of the
      applicable date of substitution with respect to a Qualified Substitute Mortgage
      Loan).

     

    “Definitive
      Certificates”:
      Any
      Certificate evidenced by a Physical Certificate and any Certificate issued
      in
      lieu of a Book-Entry Certificate pursuant to Section 6.02(c) or (d)
      hereof.

     

    “Deleted
      Mortgage Loan”:
      A
      Mortgage Loan replaced or to be replaced by one or more Qualified Substitute
      Mortgage Loans.

     

    “Delinquent”:
      Any
      Mortgage Loan with respect to which the Monthly Payment due on a Due Date is
      not
      made.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    “Depositor”:
      Greenwich Capital Acceptance, Inc., a Delaware corporation, or any successor
      in
      interest.

     

    “Depository”:
      The
      initial Depository shall be The Depository Trust Company, whose nominee is
      Cede
& Co., or any other organization registered as a “clearing agency” pursuant
      to Section 17A of the Exchange Act. The Depository shall initially be the
      registered Holder of the Book-Entry Certificates. The Depository shall at all
      times be a “clearing corporation” as defined in Section 8-102(3) of the Uniform
      Commercial Code of the State of New York.

     

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

     

    “Determination
      Date”:
      For
      any Distribution Date and each Mortgage Loan, the date each month, as set forth
      in the Servicing Agreements, on which the Servicers determine the amount of
      all
      funds required to be remitted to the Master Servicer on the Servicer Remittance
      Date with respect to the Mortgage Loans. 

     

    “Disqualified
      Organization”:
      A
“disqualified organization” defined in Section 860E(e)(5) of the Code, or any
      other Person so designated by the Securities Administrator based upon an Opinion
      of Counsel provided to the Securities Administrator by nationally recognized
      counsel acceptable to the Securities Administrator that the holding of an
      ownership interest in the Residual Certificate by such Person may cause the
      Trust Fund or any Person having an ownership interest in any Class of
      Certificates (other than such Person) to incur liability for any federal tax
      imposed under the Code that would not otherwise be imposed but for the transfer
      of an ownership interest in the Residual Certificate to such
      Person.

     

    “Distribution
      Account”:
      The
      trust account or accounts created and maintained by the Securities Administrator
      pursuant to Section 4.02 hereof which shall be entitled “Distribution Account,
      Wells Fargo Bank, N.A., as Securities Administrator for Deutsche Bank National
      Trust Company, as Trustee, in trust for the registered Holders of HarborView
      Mortgage Loan Trust, Mortgage Loan Pass-Through Certificates, Series 2006-6” and
      which must be an Eligible Account.

     

    “Distribution
      Account Income”:
      As to
      any Distribution Date, any interest or other investment income earned on funds
      deposited in the Distribution Account during the month of such Distribution
      Date.

     

    “Distribution
      Date”:
      The
      19th day of the month, or, if such day is not a Business Day, the next Business
      Day commencing in April 2006.

     

    “Distribution
      Date Statement”:
      As
      defined in Section 5.04(a) hereof.

     

    “Downey”:
      Downey
      Savings and Loan Association, F.A., and its successors and assigns, in its
      capacity as Originator of the Downey Mortgage Loans.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    “Downey
      Mortgage Loans”:
      The
      Mortgage Loans for which Downey is listed as “Originator” on the Mortgage Loan
      Schedule.

     

    “Downey
      Purchase Agreement”:
      The
      Master Mortgage Loan Purchase and Servicing Agreement, dated as of December
      1,
      2005, between GCFP, as purchaser, and Downey, as seller, as the same may be
      amended from time to time, and any assignments and conveyances related to the
      Downey Mortgage Loans.

     

    “Due
      Date”:
      With
      respect to each Mortgage Loan and any Distribution Date, the first day of the
      calendar month in which such Distribution Date occurs on which the Monthly
      Payment for such Mortgage Loan was due, exclusive of any days of
      grace.

     

    “Due
      Period”:
      With
      respect to any Distribution Date, the period commencing on the second day of
      the
      month preceding the month in which such Distribution Date occurs and ending
      on
      the first day of the month in which such Distribution Date occurs.

     

    “Eligible
      Account”:
      Any of


     

    (i) an
      account or accounts maintained with a federal or state chartered depository
      institution or trust company the short-term unsecured debt obligations of which
      (or, in the case of a depository institution or trust company that is the
      principal subsidiary of a holding company, the short-term unsecured debt
      obligations of such holding company) are rated in the highest short term rating
      category of each Rating Agency at the time any amounts are held on deposit
      therein;

     

    (ii) an
      account or accounts the deposits in which are fully insured by the FDIC (to
      the
      limits established by it), the uninsured deposits in which account are otherwise
      secured such that, as evidenced by an Opinion of Counsel delivered to the
      Securities Administrator and the Trustee and to each Rating Agency, the Trustee
      on behalf of the Certificateholders will have a claim with respect to the funds
      in the account or a perfected first priority security interest against the
      collateral (which shall be limited to Permitted Investments) securing those
      funds that is superior to claims of any other depositors or creditors of the
      depository institution with which such account is maintained;

     

    (iii) a
      trust
      account or accounts maintained with the trust department of a federal or state
      chartered depository institution, national banking association or trust company
      acting in its fiduciary capacity; or 

     

    (iv) an
      account otherwise acceptable to each Rating Agency without reduction or
      withdrawal of its then current ratings of the Certificates as evidenced by
      a
      letter from such Rating Agency to the Securities Administrator and the Trustee.
      Eligible Accounts may bear interest.

     

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

     

    “ERISA-Restricted
      Certificates”:
      (i)
      the Class B-4, Class B-5, Class B-6 Certificates and the Residual Certificate,
      (ii) any
      other Certificates that are not rated at least “BBB-” (or its equivalent) by at
      least one Rating Agency upon acquisition or (iii) in general,
      any
      Certificate that does not satisfy the applicable rating requirement under the
      Underwriter’s Exemption.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    “ERISA-Qualifying
      Underwriting”:
      A best
      efforts or firm commitment underwriting or private placement that meets the
      requirements of an Underwriter’s Exemption.

     

    “Event
      of Default”:
      In
      respect of the Master Servicer, one or more of the events (howsoever described)
      set forth in Section 7.01 hereof as an event or events upon the occurrence
      and
      continuation of which the Master Servicer may be terminated.

     

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

     

    “Expense
      Fee”
With
      respect to any Mortgage Loan, the sum of (i) the Master Servicing Fee, (ii)
      the
      Servicing Fee with respect to the Servicers and (iii) with respect to any
      Lender-Paid Mortgage Insurance Loan, the Lender-Paid Mortgage Insurance
      Fee.

     

    “Expense
      Fee Rate”:
      With
      respect to any Mortgage Loan, the per annum rate at which the Expense Fee
      accrues for such Mortgage Loan as set forth in the Mortgage Loan
      Schedule.

     

    “Fannie
      Mae”:
      The
      Federal National Mortgage Association or any successor thereto.

     

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

     

    “Final
      Recovery Determination”:
      With
      respect to any defaulted Mortgage Loan or any REO Property (other than a
      Mortgage Loan or REO Property purchased by the Seller pursuant to or as
      contemplated by Sections 2.03, 3.25 and 10.01), a determination made by the
      related Servicer that all Insurance Proceeds, Liquidation Proceeds and other
      payments or recoveries which it expects to be finally recoverable in respect
      thereof have been so recovered. 

     

    “First
      Republic”:
      First
      Republic Bank, and its successors and assigns, in its capacity as Originator
      of
      the First Republic Mortgage Loans.

     

    “First
      Republic Mortgage Loans”:
      The
      Mortgage Loans for which First Republic is listed as “Originator” on the
      Mortgage Loan Schedule.

     

    “First
      Republic Purchase Agreement”:
      The
      Master Mortgage Loan Purchase and Servicing Agreement, dated as of July 1,
      2003,
      as amended and restated to and including February 1, 2006, between GCFP, as
      purchaser, and First Republic, as seller, as the same may be amended from time
      to time, and any assignments and conveyances related to the First Republic
      Mortgage Loans.

     

    “Fitch”:
      Fitch
      Ratings, Inc. and its successors.

     

    “Form
      8-K Disclosure Information”:
      As
      defined in Section 3.19(c).

     

    “Freddie
      Mac”:
      The
      Federal Home Loan Mortgage Corporation or any successor thereto.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    “GCFP”:
      Greenwich Capital Financial Products, Inc., and its successors and
      assigns.

     

    “Gross
      Margin”:
      With
      respect to each Mortgage Loan, the fixed percentage set forth in the related
      Mortgage Note that is added to the applicable Index on each Adjustment Date
      in
      accordance with the terms of the related Mortgage Note used to determine the
      Loan Rate for such Mortgage Loan.

     

    “Group
      1 Mortgage Loan”:
      A
      Mortgage Loan that is identified as such on the Mortgage Loan
      Schedule.

     

    “Group
      2 Mortgage Loan”:
      A
      Mortgage Loan that is identified as such on the Mortgage Loan
      Schedule.

     

    “Group
      3 Mortgage Loan”:
      A
      Mortgage Loan that is identified as such on the Mortgage Loan
      Schedule.

     

    “Group
      4 Mortgage Loan”:
      A
      Mortgage Loan that is identified as such on the Mortgage Loan
      Schedule.

     

    “Group
      5 Mortgage Loan”:
      A
      Mortgage Loan that is identified as such on the Mortgage Loan
      Schedule.

     

    “HSBC”:
      HSBC
      Mortgage Corporation (USA), and its successors and assigns, in its capacity
      as
      Originator of the HSBC Mortgage Loans.

     

    “HSBC
      Mortgage Loans”:
      The
      Mortgage Loans for which HSBC is listed as “Originator” on the Mortgage Loan
      Schedule.

     

    “HSBC
      Purchase Agreement”:
      The
      Amended and Restated Master Mortgage Loan Purchase and Servicing Agreement,
      dated as of December 1, 2005, between GCFP, as purchaser, and HSBC, as seller,
      as the same may be amended from time to time, and any assignments and
      conveyances related to the HSBC Mortgage Loans.

     

    “Indemnified
      Persons”:
      The
      Trustee (individually in its corporate capacity and in all capacities
      hereunder), the Master Servicer, the Depositor, the Securities Administrator
      (in
      all capacities hereunder) and the Custodians and their officers, directors,
      agents and employees and, with respect to the Trustee, any separate co-trustee
      and its officers, directors, agents and employees.

     

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

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    “Index”:
      With
      respect to each Mortgage Loan and each Adjustment Date, the index specified
      in
      the related Mortgage Note.

     

    “IndyMac”:
      IndyMac Bank F.S.B., and its successors and assigns, in its capacity as
      Originator of the IndyMac Mortgage Loans.

     

    “IndyMac
      Mortgage Loans”:
      The
      Mortgage Loans for which IndyMac is listed as “Originator” on the Mortgage Loan
      Schedule.

     

    “IndyMac
      Purchase Agreement”:
      The
      Master Mortgage Loan Purchase and Servicing Agreement, dated as of December
      1,
      2005, between GCFP, as purchaser, and IndyMac, as seller, as the same may be
      amended from time to time, and any assignments and conveyances related to the
      IndyMac Mortgage Loans.

     

    “Initial
      Certificate Principal Balance”:
      With
      respect to any Certificate other than the Interest-Only Certificates, the amount
      designated “Initial Certificate Principal Balance” on the face
      thereof.

     

    “Initial
      Certificate Notional Balance”:
      With
      respect to the Interest-Only Certificates, the amount designated “Initial
      Certificate Notional Balance” on the face thereof.

     

    “Insurance
      Proceeds”:
      With
      respect to any Mortgage Loan, proceeds of any title policy, hazard policy or
      other insurance policy covering a Mortgage Loan, to the extent such proceeds
      are
      not to be applied to the restoration of the related Mortgaged Property or
      released to the related Mortgagor in accordance with the related Servicing
      Agreement.

     

    “Interest
      Distributable Amount”:
      With
      respect to any Distribution Date and each Class of Certificates, the sum of
      (i) the Monthly Interest Distributable Amount for that Class and
      (ii) the Unpaid Interest Shortfall Amount for that Class.

     

    “Interest-Only
      Certificate”:
      Any of
      the Class X-1 or Class X-4 Certificates. 

     

    “Interest
      Shortfall”:
      With
      respect to any Distribution Date and each Mortgage Loan that during the related
      Prepayment Period was the subject of a Principal Prepayment or a reduction
      of
      its Monthly Payment under the Relief Act, constitutes an amount determined
      as
      follows:

     

    (a) Principal
      Prepayments in part received during the relevant Prepayment
      Period:
      the
      difference between (i) one month’s interest at the applicable Net Loan Rate for
      such Mortgage Loan for such Mortgage Loan on the amount of such prepayment
      and
      (ii) the amount of interest for the calendar month of such prepayment (adjusted
      to the applicable Net Loan Rate) received at the time of such prepayment;
      and

     

    (b) Principal
      Prepayments in full received during the relevant Prepayment
      Period:
      the
      difference between (i) one month’s interest at the applicable Net Loan Rate on
      the Stated Principal Balance of such Mortgage Loan immediately prior to such
      prepayment and (ii) the amount of interest for the calendar month of such
      prepayment (adjusted to the applicable Net Loan Rate) received at the time
      of
      such prepayment; and

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    (c) any
      Relief Act Reductions for such Distribution Date.

     

    “Latest
      Possible Maturity Date”:
      As
      determined as of the Cut-Off Date, the Distribution Date following the fifth
      anniversary of the scheduled maturity date of the Mortgage Loan having the
      latest scheduled maturity date as of the Cut-Off Date.

     

    “Lender-Paid
      Mortgage Insurance Loan”:
      Each
      Mortgage Loan identified as such in the Mortgage Loan Schedule.

     

    “Lender-Paid
      Mortgage Insurance Fee”:
      As to
      any Distribution Date and each Lender Paid Mortgage Insurance Mortgage Loan,
      an
      amount equal to the product of the Lender-Paid Mortgage Insurance Fee Rate
      and
      the outstanding Principal Balance of such Mortgage Loan as of the first day
      of
      the related Due Period. 

     

    “Lender-Paid
      Mortgage Insurance Fee Rate”:
      For
      each Lender-Paid Mortgage Insurance Loan and any Distribution Date, the per
      annum rate required to be paid in connection with the related lender-paid
      mortgage insurance policy for such Mortgage Loan on such Distribution
      Date.

     

    “LIBOR”:
      With
      respect to the first Accrual Period, the Initial LIBOR Rate. With respect to
      each subsequent Accrual Period, a per annum rate determined on the LIBOR
      Determination Date in the following manner by the Securities Administrator
      on
      the basis of the “Interest Settlement Rate” set by the BBA for one-month United
      States dollar deposits, as such rates appear on the Telerate Page 3750, as
      of
      11:00 a.m. (London time) on such LIBOR Determination Date.

     

    (a) If
      on
      such a LIBOR Determination Date, the BBA’s Interest Settlement Rate does not
      appear on the Telerate Page 3750 as of 11:00 a.m. (London time), or if the
      Telerate Page 3750 is not available on such date, the Securities Administrator
      will obtain such rate from Reuters’ “page LIBOR 01” or Bloomberg’s page “BBAM.”
If such rate is not published for such LIBOR Determination Date, LIBOR for
      such
      date will be the most recently published Interest Settlement Rate. In the event
      that the BBA no longer sets an Interest Settlement Rate, the rate for such
      date
      will be determined on the basis of the rates at which one-month U.S. dollar
      deposits are offered by the Reference Banks at approximately 11:00 am (London
      time) on such date to prime banks in the London interbank market. In such event,
      the Securities Administrator will request the principal London office of each
      of
      the Reference Banks to provide a quotation of its rate. If at least two such
      quotations are provided, the rate for that date will be the arithmetic mean
      of
      the quotations (rounded upwards if necessary to the nearest whole multiple
      of
      1/16%). If fewer than two quotations are provided as requested, the rate for
      that date will be the arithmetic mean of the rates quoted by major banks in
      New
      York City, selected by the Securities Administrator (after consultation with
      the
      Depositor), at approximately 11:00 a.m. (New York City time) on such date for
      one-month U.S. dollar loan to leading European banks.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    (b) The
      establishment of LIBOR by the Securities Administrator and the Securities
      Administrator’s subsequent calculation of the Pass-Through Rate applicable to
      the LIBOR Certificates for the relevant Accrual Period, in the absence of
      manifest error, will be final and binding. 

     

    “LIBOR
      Business Day”:
      Any
      day on which banks in London, England and The City of New York are open and
      conducting transactions in foreign currency and exchange.

     

    “LIBOR
      Certificates”:
      Not
      Applicable.

     

    “LIBOR
      Determination Date”:
      The
      second LIBOR Business Day immediately preceding the commencement of each Accrual
      Period for any LIBOR Certificates.

     

    “Liquidated
      Mortgage Loan”:
      As to
      any Distribution Date, any Mortgage Loan in respect of which the related
      Servicer or the Master Servicer have determined, in accordance with the
      servicing procedures specified herein, as of the end of the related Prepayment
      Period, that all Liquidation Proceeds that it expects to recover with respect
      to
      the liquidation of such Mortgage Loan or disposition of the related REO Property
      have been recovered.

     

    “Liquidation
      Event”:
      With
      respect to any Mortgage Loan, any of the following events: (i) such Mortgage
      Loan is paid in full; (ii) a Final Recovery Determination is made as to such
      Mortgage Loan; or (iii) such Mortgage Loan is removed from the Trust Fund by
      reason of its being purchased, sold or replaced pursuant to or as contemplated
      hereunder. With respect to any REO Property, either of the following events:
      (i)
      a Final Recovery Determination is made as to such REO Property; or (ii) such
      REO
      Property is removed from the Trust Fund by reason of its being sold or purchased
      pursuant to Section 10.01 hereof or the applicable provisions of the related
      Servicing Agreement.

     

    “Liquidation
      Expenses”:
      With
      respect to a Mortgage Loan in liquidation, unreimbursed expenses paid or
      incurred by or for the account of the Master Servicer or the related Servicers,
      such expenses including (a) property protection expenses, (b) property sales
      expenses, (c) foreclosure and sale costs, including court costs and reasonable
      attorneys’ fees, and (d) similar expenses reasonably paid or incurred in
      connection with liquidation.

     

    “Liquidation
      Proceeds”:
      With
      respect to any Mortgage Loan, the amount (other than amounts received in respect
      of the rental of any REO Property prior to REO Disposition) received by the
      related Servicer as proceeds from the liquidation of such Mortgage Loan, as
      determined in accordance with the applicable provisions of the related Servicing
      Agreement, other than Recoveries; provided
      that
      with respect to any Mortgage Loan or REO Property repurchased, substituted
      or
      sold pursuant to or as contemplated hereunder, or pursuant to the applicable
      provisions of the related Servicing Agreement, “Liquidation Proceeds” shall also
      include amounts realized in connection with such repurchase, substitution or
      sale.

     

    “Loan
      Group”:
      Any of
      Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4 or Loan Group 5, as
      the
      context requires.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    “Loan
      Group Balance”:
      As to
      each Loan Group, the aggregate of the Stated Principal Balances of the Mortgage
      Loans in such Loan Group that were Outstanding Mortgage Loans at the time of
      determination.

     

    “Loan
      Group 1”:
      At any
      time, the Group 1 Mortgage Loans in the aggregate and any REO Properties
      acquired in respect thereof.

     

    “Loan
      Group 2”:
      At any
      time, the Group 2 Mortgage Loans in the aggregate and any REO Properties
      acquired in respect thereof.

     

    “Loan
      Group 3”:
      At any
      time, the Group 3 Mortgage Loans in the aggregate and any REO Properties
      acquired in respect thereof.

     

    “Loan
      Group 4”:
      At any
      time, the Group 4 Mortgage Loans in the aggregate and any REO Properties
      acquired in respect thereof.

     

    “Loan
      Group 5”:
      At any
      time, the Group 5 Mortgage Loans in the aggregate and any REO Properties
      acquired in respect thereof.

     

    “Loan
      Rate”:
      With
      respect to each Mortgage Loan, the annual rate at which interest accrues on
      such
      Mortgage Loan from time to time in accordance with the provisions of the related
      Mortgage Note.

     

    “Loan-to-Collateral
      Value Ratio”:
      With
      respect to each Mortgage Loan and any date of determination, a fraction,
      expressed as a percentage, the numerator of which is the Principal Balance
      of
      the Mortgage Loan at such date of determination and the denominator of which
      is
      the Value of the related Mortgaged Property.

     

    “Loan-to-Value
      Ratio”:
      With
      respect to each Mortgage Loan and any date of determination, a fraction,
      expressed as a percentage, the numerator of which is the Principal Balance
      of
      the Mortgage Loan at such date of determination and the denominator of which
      is
      the Value of the related Mortgaged Property.

     

    “Lost
      Note Affidavit”:
      With
      respect to any Mortgage Loan as to which the original Mortgage Note has been
      lost or destroyed and has not been replaced, an affidavit from the Seller
      certifying that the original Mortgage Note has been lost, misplaced or destroyed
      (together with a copy of the related Mortgage Note and indemnifying the Trust
      Fund against any loss, cost or liability resulting from the failure to deliver
      the original Mortgage Note) in the form of Exhibit H hereto.

     

    “Lower-Tier
      Interest”:
      Any
      one of the interests in the Lower-Tier REMIC, as described in the Preliminary
      Statement.

     

    “Lower-Tier
      REMIC”:
      As
      described in the Preliminary Statement.

     

    “Majority
      Certificateholders”:
      The
      Holders of Certificates evidencing at least 51% of the Voting
      Rights.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    “Master
      Servicer”:
      Wells
      Fargo Bank, N.A., or any successor Master Servicer appointed as herein
      provided.

     

    “Master
      Servicing Fee”:
      As to
      any Distribution Date and each related Mortgage Loan, an amount equal to the
      product of the applicable Master Servicing Fee Rate and the outstanding
      Principal Balance of such Mortgage Loan as of the first day of the related
      Due
      Period. 

     

    “Master
      Servicing Fee Rate”:
      0.015%
      per annum.

     

    “Maximum
      Loan Rate”:
      With
      respect to each Mortgage Loan, the percentage set forth in the related Mortgage
      Note as the maximum Loan Rate thereunder.

     

    “Mellon
      Trust”:
      Mellon
      Trust of New England, National Association, and its successors and assigns,
      in
      its capacity as Originator of the Mellon Trust Mortgage Loans.

     

    “Mellon
      Trust Mortgage Loans”:
      The
      Mortgage Loans for which Mellon Trust is listed as “Originator” on the Mortgage
      Loan Schedule.

     

    “Mellon
      Trust Purchase Agreement”:
      The
      Mortgage Loan Servicing Agreement, dated as of February 1, 2006, between GCFP,
      as purchaser, and Mellon Trust (f/k/a Boston Safe Deposit and Trust Company),
      as
      seller, as the same may be amended from time to time, and any assignments and
      conveyances related to the Mellon Trust Mortgage Loans.

     

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

     

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

     

    “MERS® System”:
      The
      system of recording transfers of mortgages electronically maintained by
      MERS.

     

    “Middle-Tier
      Interest”:
      Any
      one of the interests in the Middle-Tier REMIC, as described in the Preliminary
      Statement.

     

    “Middle-Tier
      REMIC”:
      As
      described in the Preliminary Statement.

     

    “MIN”:
      The
      Mortgage Identification Number for any MERS Mortgage Loan.

     

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

     

    “Monthly
      Payment”:
      With
      respect to any Mortgage Loan, the scheduled monthly payment of principal and/or
      interest on such Mortgage Loan that is payable by the related Mortgagor from
      time to time under the related Mortgage Note, determined, for the purposes
      of
      this Agreement: (a) after giving effect to any reduction in the amount of
      interest collectible from the related Mortgagor pursuant to the Relief Act;
      (b)
      without giving effect to any extension granted or agreed to by the Servicers
      pursuant to the applicable provisions of the Servicing Agreements; and (c)
      on
      the assumption that all other amounts, if any, due under such Mortgage Loan
      are
      paid when due.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    “Moody’s”:
      Moody’s Investors Service, Inc. and its successors.

     

    “Mortgage”:
      The
      mortgage, deed of trust or other instrument creating a first lien on, or first
      priority security interest in, a Mortgaged Property securing a Mortgage
      Note.

     

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

     

    “Mortgage
      Loan”:
      Each
      mortgage loan (including Cooperative Loans) transferred and assigned to the
      Trustee pursuant to Section 2.01 or Section 2.03(d) hereof as from time to
      time
      held as a part of the Trust Fund, the Mortgage Loans so held being identified
      in
      the Mortgage Loan Schedule.

     

    “Mortgage
      Loan Purchase Agreement”:
      The
      Mortgage Loan Purchase Agreement between the Seller and the Depositor, dated
      as
      of June 1, 2006, regarding the transfer of the Mortgage Loans by the Seller
      to
      or at the direction of the Depositor.

     

    “Mortgage
      Loan Schedule”:
      As of
      any date, the list of Mortgage Loans included in the Trust Fund on such date,
      attached hereto as Schedule I. The Mortgage Loan Schedule shall be prepared
      by
      the Seller and shall set forth the following information with respect to each
      Mortgage Loan:

     

    
      	 	
              (i)

            	
              the
                Mortgage Loan identifying number;

            


    

     

    
      	
            	(ii)	
              the
                state and five-digit ZIP code of the Mortgaged
                Property;

            


    

     

    
      	 	
              (iii)

            	
              a
                code indicating whether the Mortgaged Property was represented by
                the
                borrower, at the time of origination, as being
                owner-occupied;

            


    

     

    
      	 	
              (iv)

            	
              a
                code indicating whether the Residential Dwelling constituting the
                Mortgaged Property is (a) a detached single family dwelling, (b)
                a
                dwelling in a planned unit development, (c) a condominium unit, (d)
                a two-
                to four-unit residential property, (e) a townhouse or (f) other type
                of
                Residential Dwelling;

            


    

     

    
      	 	
              (v)

            	
              if
                the related Mortgage Note permits the borrower to make Monthly Payments
                of
                interest only for a specified period of time, (a) the original number
                of
                such specified Monthly Payments and (b) the remaining number of such
                Monthly Payments as of the Cut-Off
                Date;

            


    

     

    
      	 	
              (vi)

            	
              the
                original months to maturity;

            


    

     

    
      	 	
              (vii)

            	
              the
                stated remaining months to maturity from the Cut-Off Date based on
                the
                original amortization schedule;

            


    

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    
      	 	
              (viii)

            	
              the
                Loan-to-Value Ratio at origination;

            


    

     

    
      	 	
              (ix)

            	
              the
                Loan-to-Collateral Value Ratio at
                origination;

            


    

     

    
      	 	
              (x)

            	
              the
                Loan Rate in effect immediately following the Cut-Off
                Date;

            


    

     

    
      	 	
              (xi)

            	
              the
                date on which the first Monthly Payment is or was due on the Mortgage
                Loan;

            


    

     

    
      	 	
              (xii)

            	
              the
                stated maturity date;

            


    

     

    
      	 	
              (xiii)

            	
              the
                Servicing Fee Rate;

            


    

     

    
      	 	
              (xiv)

            	
              the
                last Due Date on which a Monthly Payment was actually applied to
                the
                unpaid Stated Principal Balance;

            


    

     

    
      	 	
              (xv)

            	
              the
                original principal balance of the Mortgage
                Loan;

            


    

     

    
      	 	
              (xvi)

            	
              the
                Stated Principal Balance of the Mortgage Loan on the Cut-Off Date
                and a
                code indicating the purpose of the Mortgage Loan (i.e., purchase
                financing, rate/term refinancing, cash-out
                refinancing);

            


    

     

    
      	 	
              (xvii)

            	
              the
                Index and Gross Margin specified in related Mortgage
                Note;

            


    

     

    
      	 	
              (xviii)

            	
              the
                next Adjustment Date, if
                applicable;

            


    

     

    
      	 	
              (xix)

            	
              the
                Maximum Loan Rate, if applicable;

            


    

     

    
      	 	
              (xx)

            	
              the
                Value of the Mortgaged Property;

            


    

     

    
      	 	
              (xxi)

            	
              the
                sale price of the Mortgaged Property, if
                applicable;

            


    

     

    
      	 	
              (xxii)

            	
              the
                product code;

            


    

     

    
      	 	
              (xxiii)

            	
              whether
                the Mortgage Loan is a Lender-Paid Mortgage Insurance
                Loan;

            


    

     

    
      	 	
              (xxiv)

            	
              each
                Servicer that is servicing each Mortgage Loan, the applicable Custodian
                and the Originator of each Mortgage Loan;
                and

            


    

     

    
      	 	
              (xxv)

            	
              the
                respective Loan Group.

            


    

     

    Information
      set forth in clauses (ii) and (iii) above regarding each Mortgagor and the
      related Mortgaged Property shall be confidential and the Trustee (or Master
      Servicer) shall not disclose such information except to the extent disclosure
      may be required by any law or regulatory or administrative authority;
provided,
      however,
      that
      the Trustee may disclose on a confidential basis any such information to its
      agents, attorneys and any auditors in connection with the performance of its
      responsibilities hereunder.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    The
      Mortgage Loan Schedule, as in effect from time to time, shall also set forth
      the
      following information with respect to the Mortgage Loans in the aggregate and
      by
      Loan Group as of the Cut-Off Date: (1) the number of Mortgage Loans;
      (2) the current Principal Balance of the Mortgage Loans; (3) the
      weighted average Loan Rate of the Mortgage Loans; and (4) the weighted
      average remaining months to maturity of the Mortgage Loans. The Mortgage Loan
      Schedule shall be amended from time to time by the Seller in accordance with
      the
      provisions of this Agreement.

     

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

     

    “Mortgaged
      Property”:
      Either
      of (x) the fee simple or leasehold interest in real property, together with
      improvements thereto including any exterior improvements to be completed within
      120 days of disbursement of the related Mortgage Loan proceeds, or (y) in the
      case of a Cooperative Loan, the related Cooperative Shares and Proprietary
      Lease, securing the indebtedness of the Mortgagor under the related Mortgage
      Loan.

     

    “Mortgagor”:
      The
      obligor on a Mortgage Note.

     

    “Net
      Interest Shortfall”:
      With
      respect to any Distribution Date, the excess of Interest Shortfalls, if any,
      for
      such Distribution Date over the sum of (i) Interest Shortfalls paid by the
      Servicers under the Servicing Agreements with respect to such Distribution
      Date
      and (ii) Compensating Interest Payments made with respect to such Distribution
      Date.

     

    “Net
      Liquidation Proceeds”:
      With
      respect to any Liquidated Mortgage Loan or any other disposition of related
      Mortgaged Property (including REO Property) the related Liquidation Proceeds
      net
      of Advances, related Servicing Advances, the Master Servicing Fee, the related
      Servicing Fees and any other accrued and unpaid fees received and retained
      in
      connection with the liquidation of such Mortgage Loan or Mortgaged
      Property.

     

    “Net
      Loan Rate”:
      With
      respect to any Mortgage Loan (or the related REO Property), as of any date
      of
      determination, a per annum rate of interest equal to the then applicable Loan
      Rate for such Mortgage Loan minus the Expense Fee Rate. 

     

    “Net
      Realized Losses”:
      For
      any Class of Certificates and any Distribution Date, the excess of (i) the
      amount of Realized Losses previously allocated to that Class over (ii) the
      amount of any increases to the Class Principal Balance of that Class pursuant
      to
      Section 5.08 due to Recoveries.

     

    “Net
      WAC”:
      With
      respect to any Distribution Date and each Loan Group, the weighted average
      of
      the Net Loan Rates of the Mortgage Loans related to such Loan Group as of the
      first day of the related Due Period (or, in the case of the first Distribution
      Date, as of the Cut-Off Date), weighted on the basis of the related Stated
      Principal Balances at the beginning of the related Due Period.

     

    “Nonrecoverable”:
      A
      determination by the Master Servicer or the related Servicer in respect of
      a
      delinquent Mortgage Loan that if it were to make an Advance or an advance of
      a
      delinquent Monthly Payment, respectively, in respect thereof, such amount would
      not be recoverable from any collections or other recoveries (including
      Liquidation Proceeds) on such Mortgage Loan.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

    “Officers’
      Certificate”:
      A
      certificate signed by the Chairman of the Board, the Vice Chairman of the Board,
      the President or a vice president (however denominated), or by the Treasurer,
      the Secretary, or one of the assistant treasurers or assistant secretaries
      of
      the Seller, the Master Servicer or the Depositor, as applicable.

     

    “One-Year
      CMT”:
      The
      weekly average yield on United States Treasury securities adjusted to a constant
      maturity of one year as published by the Federal Reserve Board in Statistical
      Release H.15(519).

     

    “One-Year
      CMT Indexed”:
      Indicates a Mortgage Loan that has an adjustable Loan Rate calculated on the
      basis of the One-Year CMT Index. 

     

    “One-Year
      LIBOR”:
      The
      average of interbank offered rates for one-year U.S. dollar deposits in the
      London market based on quotations of major banks.

     

    “One-Year
      LIBOR Indexed”:
      Indicates a Mortgage Loan that has an adjustable Loan Rate calculated on the
      basis of the One-Year LIBOR index.

     

    “Opinion
      of Counsel”:
      A
      written opinion of counsel, who may, without limitation, be a salaried counsel
      for the Depositor or the Seller, acceptable to the Trustee or the Securities
      Administrator, as applicable, except that any opinion of counsel relating to
      (a)
      the qualification of any REMIC created hereunder as a REMIC or (b) compliance
      with the REMIC Provisions must be an opinion of Independent
      counsel.

     

    “Original
      Applicable Credit Support Percentage”:
      With
      respect to each Class of Subordinate Certificates, the corresponding percentage
      set forth below opposite its Class designation:

     

    Class
      B-1    6.00%

    Class
      B-2    3.50%

    Class
      B-3    2.30%

    Class
      B-4    1.60%

    Class
      B-5    0.90%

    Class
      B-6    0.40%

    


    “Original
      Class Notional Balance”:
      With
      respect to the Class X-1 Certificates, $64,652,000, and with respect to the
      Class X-4 Certificates, $123,770,000. 

     

    “Original
      Class Notional Balance”:
      With
      respect to the Interest-Only Certificates, the corresponding aggregate notional
      amount set forth opposite the Class designation of such Class in the Preliminary
      Statement.

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

    “Original
      Class Principal Balance”:
      With
      respect to each Class of Certificates, other than the Interest-Only
      Certificates, the corresponding aggregate amount set forth opposite the Class
      designation of such Class in the Preliminary Statement.

     

    “Original
      Subordinated Principal Balance”:
      The
      aggregate of the Original Class Principal Balances of the Classes of Subordinate
      Certificates.

     

    “Originator”:
      Each
      of American Home, Countrywide Home Loans, Inc., Downey, First Republic, HSBC,
      IndyMac and Mellon Trust, as applicable.

     

    “OTS”:
      The
      Office of Thrift Supervision.

     

    “Outstanding
      Mortgage Loan”:
      As of
      any Due Date, a Mortgage Loan with a Stated Principal Balance greater than
      zero,
      that was not the subject of a prepayment in full prior to such Due Date and
      that
      did not become a Liquidated Mortgage Loan prior to such Due Date.

     

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

     

    “Pass-Through
      Rate”:
      With
      respect to each Class of Certificates and any Distribution Date, the rate set
      forth below:

     

    (i) The
      Pass-Through Rate for the Class 1A-1A Certificates for
      any
      Distribution Date up to and including the Distribution Date in September 2008
      shall be equal to 5.300% per annum, subject to the Net WAC of the Group 1
      Mortgage Loans for that Distribution Date. The “Pass-Through Rate” of the Class
      1A-1A Certificates for any Distribution Date after the Distribution Date in
      September 2008 shall be equal to the Net WAC of the Group 1 Mortgage Loans
      for
      that Distribution Date. 

     

    (ii) The
      Pass-Through Rate for the Class 1A-1B Certificates for any Distribution Date
      up
      to and including the Distribution Date in September 2008 shall be equal to
      5.300% per annum, subject to the Net WAC of the Group 1 Mortgage Loans for
      that
      Distribution Date. The “Pass-Through Rate” of the Class 1A-1B Certificates for
      any Distribution Date after the Distribution Date in September 2008 shall be
      equal to the Net WAC of the Group 1 Mortgage Loans for that Distribution
      Date;

     

    (iii) The
      Pass-Through Rate for the Class 2A-1A Certificates shall be equal to the Net
      WAC
      of the Group 2 Mortgage Loans for that Distribution Date;

     

    (iv) The
      Pass-Through Rate for the Class 2A-1B Certificates shall be equal to the Net
      WAC
      of the Group 2 Mortgage Loans for that Distribution Date;

     

    (v) The
      Pass-Through Rate for the Class 3A-1A Certificates shall be equal to the Net
      WAC
      of the Group 3 Mortgage Loans for that Distribution Date;

     

    (vi) The
      Pass-Through Rate for the Class 3A-1B Certificates shall be equal to the Net
      WAC
      of the Group 3 Mortgage Loans for that Distribution Date;

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

    (vii) The
      Pass-Through Rate for the Class 4A-1A Certificates for any Distribution Date
      up
      to and including the Distribution Date in December 2012 shall be equal to 5.750%
      per annum, subject to the Net WAC of the Group 4 Mortgage Loans for that
      Distribution Date. The “Pass-Through Rate” of the Class 4A-1A Certificates for
      any Distribution Date after the Distribution Date in December 2012 shall be
      equal to the Net WAC of the Group 4 Mortgage Loans for that Distribution
      Date;

     

    (viii) The
      Pass-Through Rate for the Class 4A-1B Certificates for any Distribution Date
      up
      to and including the Distribution Date in December 2012 shall be equal to 5.750%
      per annum, subject to the Net WAC of the Group 4 Mortgage Loans for that
      Distribution Date. The “Pass-Through Rate” of the Class 4A-1B Certificates for
      any Distribution Date after the Distribution Date in December 2012 shall be
      equal to the Net WAC of the Group 4 Mortgage Loans for that Distribution
      Date;

     

    (ix) The
      Pass-Through Rate for the Class 5A-1A Certificates shall be equal to the Net
      WAC
      of the Group 5 Mortgage Loans for that Distribution Date;

     

    (x) The
      Pass-Through Rate for the Class 5A-1B Certificates shall be equal to the Net
      WAC
      of the Group 5 Mortgage Loans for that Distribution Date;

     

    (xi) The
      Pass-Through Rate for the Class X-1 Certificates for any Distribution Date
      up to
      and including the Distribution Date in September 2008 shall be equal to the
      excess, if any, of (1) the Net WAC of the Group 1 Mortgage Loans minus (2)
      a
      rate equal to the product of (a) the interest accrued on the Class
      1A-1A and Class 1A-1B Certificates
      during the related Accrual Period multiplied by (b) 12, divided by the aggregate
      Class Principal Balance of the Class
      1A-1A and Class 1A-1B Certificates
      immediately prior to the applicable Distribution Date. For
      each
      Distribution Date after the Distribution Date in September 2008, the
“Pass-Through Rate” of the Class X-1 Certificates shall be 0.000%;

     

    (xii) The
      Pass-Through Rate for the Class X-4 Certificates for any Distribution Date
      up to
      and including the Distribution Date in December 2012 shall be equal to the
      excess, if any, of (1) the Net WAC of the Group 4 Mortgage Loans minus (2)
      a
      rate equal to the product of (a) the interest accrued on the Class
      4A-1A and Class 4A-1B Certificates
      during the related Accrual Period multiplied by (b) 12, divided by the aggregate
      Class Principal Balance of the Class
      4A-1A and Class 4A-1B Certificates
      immediately prior to the applicable Distribution Date. For
      each
      Distribution Date after the Distribution Date in December 2012, the
“Pass-Through Rate” of the Class X-4 Certificates shall be 0.000%;

     

    (xiii) The
      Pass-Through Rate for the Class A-R Certificates shall be equal to the Net
      WAC
      of the Group 1 Mortgage Loans for that Distribution Date;

     

    (xiv) The
      Pass-Through Rate for the Class B-1, Class B-2, Class B-3, Class B-4, Class
      B-5
      and Class B-6 Certificates shall be equal to the Subordinate Net WAC for that
      Distribution Date.

     

    “Paying
      Agent”:
      Any
      paying agent appointed pursuant to Section 6.05 hereof. The initial Paying
      Agent
      shall the Securities Administrator.

     

    
      
        
        

      

      
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    “PCAOB”:
      The
      Public Company Accounting Oversight Board.

     

    “Percentage
      Interest”:
      With
      respect to any Certificate other than the Class A-R Certificate, a fraction,
      expressed as a percentage, the numerator of which is the Initial Certificate
      Principal Balance or Initial Certificate Notional Balance, as applicable,
      represented by such Certificate and the denominator of which is the Original
      Class Principal Balance or Original Class Notional Balance, as applicable,
      of
      the related Class. With respect to the Class A-R Certificates,
      100%.

     

    “Permitted
      Investments”:
      Any
      one or more of the following obligations or securities acquired at a purchase
      price of not greater than par, regardless of whether issued or managed by the
      Depositor, the Trustee, the Master Servicer or any of their respective
      Affiliates or for which an Affiliate of the Trustee serves as an
      advisor:

     

    (i) direct
      obligations of, or obligations fully guaranteed as to timely payment of
      principal and interest by, the United States or any agency or instrumentality
      thereof, provided such obligations are backed by the full faith and credit
      of
      the United States; 

     

    (ii) (A)
      demand and time deposits in, certificates of deposit of, bankers’ acceptances
      issued by or federal funds sold by any depository institution or trust company
      (including the Trustee, the Master Servicer or their agents acting in their
      respective commercial capacities) incorporated under the laws of the United
      States of America or any state thereof and subject to supervision and
      examination by federal and/or state authorities, so long as, at the time of
      such
      investment or contractual commitment providing for such investment, such
      depository institution or trust company or its ultimate parent has a short-term
      uninsured debt rating in one of the two highest available rating categories
      of
      each Rating Agency and (B) any other demand or time deposit or deposit which
      is
      fully insured by the FDIC;

     

    (iii) repurchase
      obligations with respect to any security described in clause (i) above and
      entered into with a depository institution or trust company (acting as
      principal) rated A or higher by each Rating Agency;

     

    (iv) securities
      bearing interest or sold at a discount that are issued by any corporation
      incorporated under the laws of the United States of America, the District of
      Columbia or any State thereof and that are rated by each Rating Agency in its
      highest long-term unsecured rating categories at the time of such investment
      or
      contractual commitment providing for such investment;

     

    (v) commercial
      paper (including both non-interest-bearing discount obligations and
      interest-bearing obligations) that is rated by each Rating Agency in its highest
      short-term unsecured debt rating available at the time of such
      investment;

     

    (vi) any
      mutual fund, money market fund, common trust fund or other pooled investment
      vehicle, including any such fund that is managed by the Securities Administrator
      or any affiliate of the Securities Administrator or for which the Securities
      Administrator or any of its affiliates acts as an adviser as long as such fund
      is rated in at least the second highest rating category by Moody’s; and the
      Securities Administrator may trade with itself or an affiliate when purchasing
      or selling Permitted Investments; and

     

    
      
        
        

      

      
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    (vii) if
      previously confirmed in writing to the Securities Administrator, any other
      demand, money market or time deposit, or any other obligation, security or
      investment, as may be acceptable to each Rating Agency in writing as a permitted
      investment of funds backing securities having ratings equivalent to its highest
      initial ratings of the Senior Certificates;

     

    provided,
      however,
      that no
      instrument described hereunder shall evidence either the right to receive (a)
      only interest with respect to the obligations underlying such instrument or
      (b)
      both principal and interest payments derived from obligations underlying such
      instrument and the interest and principal payments with respect to such
      instrument provide a yield to maturity at par greater than 120% of the yield
      to
      maturity at par of the underlying obligations.

     

    “Permitted
      Transferee”:
      Any
      Transferee of the Residual Certificate other than a Disqualified Organization
      or
      a non-U.S. Person.

     

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

     

    “Physical
      Certificates”:
      The
      Class A-R Certificates.

     

    “Pool
      Balance”:
      As to
      any Distribution Date, the aggregate of the Stated Principal Balances, as of
      the
      Close of Business on the first day of the related Due Period, of the Mortgage
      Loans that were Outstanding Mortgage Loans on that day.

     

    “Premium
      Proceeds”:
      The
      amount by which the Termination Price paid in connection with the termination
      pursuant to Section 10.01 exceeds the sum of unpaid principal and accrued and
      unpaid interest on the Certificates and unreimbursed Advances and Servicing
      Advances.

     

    “Prepayment
      Penalty Amount”:
      With
      respect to any Mortgage Loan and each Distribution Date, all premiums or
      charges, if any, paid by Mortgagors under the related Mortgage Notes as a result
      of full or partial Principal Prepayments collected by the applicable Servicer
      during the immediately preceding Prepayment Period.

     

    “Prepayment
      Period”:
      With
      respect to any Distribution Date the calendar month preceding the month in
      which
      such Distribution Date occurs.

     

    “Primary
      Insurance Policy”:
      Mortgage guaranty insurance, if any, on an individual Mortgage Loan, as
      evidenced by a policy or certificate.

     

    “Principal
      Balance”:
      As to
      any Mortgage Loan, other than a Liquidated Mortgage Loan, and any day, the
      related Cut-Off Date Principal Balance, minus
      all
      collections credited against the Principal Balance of such Mortgage Loan after
      the Cut-Off Date. For purposes of this definition, a Liquidated Mortgage Loan
      shall be deemed to have a Principal Balance equal to the Principal Balance
      of
      the related Mortgage Loan as of the final recovery of related Liquidation
      Proceeds and a Principal Balance of zero thereafter. As to any REO Property
      and
      any day, the Principal Balance of the related Mortgage Loan immediately prior
      to
      such Mortgage Loan becoming REO Property.

     

    
      
        
        

      

      
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    “Principal
      Deficiency Amount”:
      For
      any Distribution Date and for any Undercollateralized Group, the excess, if
      any,
      of the aggregate Class Principal Balance of such Undercollateralized Group
      immediately prior to such Distribution Date over the sum of the Principal
      Balances of the Mortgage Loans in the related Loan Group immediately prior
      to
      such Distribution Date.

     

    “Principal
      Distribution Amount”:
      With
      respect to each Loan Group and any Distribution Date, the sum of (a) each
      scheduled payment of principal collected or advanced on the related Mortgage
      Loans by the related Servicer or the Master Servicer in respect of the related
      Due Period, (b) that portion of the Purchase Price, representing principal
      of any repurchased Mortgage Loan in that Loan Group, deposited to the
      Distribution Account during the related Prepayment Period, (c) the
      principal portion of any related Substitution Adjustments with respect to that
      Loan Group deposited in the Distribution Account during the related Prepayment
      Period, (d) the principal portion of all Insurance Proceeds received during
      the related Prepayment Period with respect to Mortgage Loans in that Loan Group
      that are not yet Liquidated Mortgage Loans, (e) the principal portion of
      all Net Liquidation Proceeds received during the related Prepayment Period
      with
      respect to Liquidated Mortgage Loans in that Loan Group, (f) all Principal
      Prepayments in part or in full on Mortgage Loans in that Loan Group applied
      by
      the Servicers or the Master Servicer during the related Prepayment Period,
      (g)
      all Recoveries related to that Loan Group received during the Prepayment Period
      and (h) on the Distribution Date on which the Trust is to be terminated
      pursuant to Section 10.01 hereof, that portion of the Termination Price in
      respect of principal for that Loan Group.

     

    “Principal
      Prepayment”:
      Any
      payment of principal made by the Mortgagor on a Mortgage Loan that is received
      in advance of its scheduled Due Date and that is not accompanied by an amount
      of
      interest representing the full amount of scheduled interest due on any Due
      Date
      in any month or months subsequent to the month of prepayment.

     

    “Private
      Certificates”:
      The
      Class B-4, Class B-5 and Class B-6 Certificates.

     

    “Private
      Placement Memorandum”:
      The
      Private Placement Memorandum dated June 27, 2006 relating to the initial sale
      of
      the Class B-4, Class B-5 and Class B-6 Certificates.

     

    “Pro
      Rata Share”:
      As to
      any Distribution Date and any Class of Subordinate Certificates, the portion
      of
      the Subordinate Principal Distribution Amount allocable to such Class, equal
      to
      the product of the (a) Subordinate Principal Distribution Amount on such date
      and (b) a fraction, the numerator of which is the related Class Principal
      Balance of that Class and the denominator of which is the aggregate of the
      Class
      Principal Balances of all the Classes of Subordinate Certificates.

     

    
      
        
        

      

      
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    “Proprietary
      Lease”:
      With
      respect to any Cooperative Unit, a lease or occupancy agreement between a
      Cooperative Corporation and a holder of related Cooperative Shares.

     

    “Prospectus”:
      The
      Prospectus Supplement, together with the accompanying prospectus dated April
      26,
      2006, relating to the Senior Certificates and the Class B-1, Class B-2 and
      Class
      B-3 Certificates.

     

    “Prospectus
      Supplement”:
      The
      Prospectus Supplement dated June 27, 2006 relating to the offering of the Senior
      Certificates and the Class B-1, Class B-2 and Class B-3
      Certificates.

     

    “Purchase
      Agreement”:
      Each
      of the American Home Purchase Agreement, Countrywide Purchase Agreement, Downey
      Purchase Agreement, First Republic Purchase Agreement, HSBC Purchase Agreement,
      IndyMac Purchase Agreement and Mellon Trust Purchase Agreement, as
      applicable.

     

    “Purchase
      Price”:
      With
      respect to any Mortgage Loan or REO Property to be purchased pursuant to or
      as
      contemplated by Section 2.03 hereof, and as confirmed by an Officers’
Certificate from the Seller to the Trustee and the Securities Administrator,
      an
      amount equal to the sum of (i) 100% of the Principal Balance thereof as of
      the date of purchase (or such other price as is provided in Section 10.01),
      plus
      (ii) in the case of (x) a Mortgage Loan, accrued interest on such
      Principal Balance at the applicable Loan Rate (or if the related Servicer is
      repurchasing such Mortgage Loan, the Loan Rate minus the applicable Servicing
      Fee Rate) from the Due Date as to which interest was last covered by a payment
      by the Mortgagor through the end of the calendar month in which the purchase
      is
      to be effected, and (y) an REO Property, the sum of (1) accrued
      interest on such Principal Balance at the applicable Loan Rate (or if the
      related Servicer is repurchasing such Mortgage Loan, the Loan Rate minus the
      applicable Servicing Fee Rate) from the Due Date as to which interest was last
      covered by a payment by the Mortgagor plus (2) REO Imputed Interest for such
      REO
      Property for each calendar month commencing with the calendar month in which
      such REO Property was acquired and ending with the calendar month in which
      such
      purchase is to be effected, net of the total of all net rental income, Insurance
      Proceeds and Liquidation Proceeds that as of the date of purchase had been
      distributed as or to cover REO Imputed Interest, plus (iii) any
      unreimbursed Servicing Advances and any unpaid Expense Fees allocable to such
      Mortgage Loan or REO Property, plus (iv) in the case of a Mortgage Loan
      required to be purchased pursuant to Section 2.03 hereof, expenses reasonably
      incurred or to be incurred by the Trustee in respect of the breach or defect
      giving rise to the purchase obligation and plus (v) any costs and damages
      incurred by the Trust Fund in connection with any violation by such Mortgage
      Loan of any predatory- or abusive-lending laws.

     

    “Qualified
      Insurer”:
      A
      mortgage guaranty insurance company duly qualified as such under the laws of
      the
      state of its principal place of business and each state having jurisdiction
      over
      such insurer in connection with the insurance policy issued by such insurer,
      duly authorized and licensed in such states to transact a mortgage guaranty
      insurance business in such states and to write the insurance provided by the
      insurance policy issued by it, so long as the claims paying ability of which
      is
      acceptable to each Rating Agency for pass-through certificates having the same
      ratings on the Certificates rated by each Rating Agency as of the Closing Date.
      Any replacement insurer with respect to a Mortgage Loan must have at least
      as
      high a claims paying ability rating as the insurer it replaces had on the
      Closing Date.

     

    
      
        
        

      

      
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    “Qualified
      Substitute Mortgage Loan”:
      A
      mortgage loan substituted for a Deleted Mortgage Loan pursuant to the terms
      of
      this Agreement which must, on the date of such substitution, (i) have an
      outstanding principal balance, after application of all scheduled payments
      of
      principal and interest due during or prior to the month of substitution, not
      in
      excess of, and not more than 5% less than, the Principal Balance of the Deleted
      Mortgage Loan as of the Due Date in the calendar month during which the
      substitution occurs, (ii) have a maximum loan rate not less than the
      Maximum Loan Rate of the Deleted Mortgage Loan, (iii)  have a gross margin
      equal to or greater than the Gross Margin of the Deleted Mortgage Loan, (iv)
      have the same Index as the Deleted Mortgage Loan, (v) have its next adjustment
      date not more than two months after the next Adjustment Date of the Deleted
      Mortgage Loan, (vi) have a remaining term to maturity not greater than (and
      not
      more than one year less than) that of the Deleted Mortgage Loan, (vii) be
      current as of the date of substitution, (viii) have a Loan-to-Value Ratio
      and a Loan-to-Collateral Value Ratio as of the date of substitution equal to
      or
      lower than the Loan-to-Value Ratio and the Loan-to-Collateral Value Ratio,
      respectively, of the Deleted Mortgage Loan as of such date, (ix) have been
      underwritten or re-underwritten in accordance with the same or substantially
      similar underwriting criteria and guidelines as the Deleted Mortgage Loan,
      (x)
      is of the same or better credit quality as the Deleted Mortgage Loan and
      (xi) conform to each representation and warranty set forth in Section 2.04
      hereof applicable to the Deleted Mortgage Loan. In the event that one or more
      mortgage loans are substituted for one or more Deleted Mortgage Loans, the
      amounts described in clause (i) hereof shall be determined on the basis of
      aggregate principal balances, the terms described in clause (vi) hereof
      shall be determined on the basis of weighted average remaining term to maturity
      and the Loan-to-Value Ratio and Loan-to-Collateral Value Ratio described in
      clause (viii) hereof shall be satisfied as to each such mortgage loan and,
      except to the extent otherwise provided in this sentence, the representations
      and warranties described in clause (x) hereof must be satisfied as to each
      Qualified Substitute Mortgage Loan or in the aggregate, as the case may
      be.

     

    “Rating
      Agency”:
      Each
      of Fitch and S&P. If any rating agency or its successor shall no longer be
      in existence, “Rating Agency” shall include such nationally recognized
      statistical rating agency or agencies, or other comparable Person, as shall
      have
      been designated by the Depositor, notice of which designation shall be given
      to
      the Trustee and the Master Servicer.

     

    “Realized
      Loss”:
      With
      respect to any Liquidated Mortgage Loan, the amount of loss realized equal
      to
      the portion of the Principal Balance remaining unpaid after application of
      all
      Net Liquidation Proceeds in respect of such Liquidated Mortgage
      Loan.

     

    “Recognition
      Agreement”:
      With
      respect to any Cooperative Loan, an agreement between the related Cooperative
      Corporation and the originator of such Mortgage Loan to establish the rights
      of
      such originator in the related Cooperative Property.

     

    “Record
      Date”:
      With
      respect to each Distribution Date (other than the initial Distribution Date),
      the last Business Day of the calendar month preceding the month in which such
      Distribution Date occurs. With respect to the initial Distribution Date, the
      Closing Date.

     

    “Recovery”:
      With
      respect to any Distribution Date and Mortgage Loan that became a Liquidated
      Mortgage Loan in a month preceding the month prior to that Distribution Date
      and
      with respect to which the related Realized Loss was allocated to one or more
      Classes of Certificates, an amount received in respect of such Liquidated
      Mortgage Loan during the prior calendar month, net of any reimbursable
      expenses.

     

    
      
        
        

      

      
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    “Reference
      Bank”
shall
      be a leading bank engaged in transactions in Eurodollar deposits in the
      international Eurocurrency market, which shall not control, be controlled by,
      or
      be under common control with, the Securities Administrator and shall have an
      established place of business in London. Until all of the LIBOR Certificates
      are
      paid in full, the Securities Administrator will at all times retain at least
      four Reference Banks for the purpose of determining LIBOR with respect to each
      LIBOR Determination Date. The Securities Administrator initially shall designate
      the Reference Banks (after consultation with the Depositor). If any such
      Reference Bank should be unwilling or unable to act as such or if the Securities
      Administrator should terminate its appointment as Reference Bank, the Securities
      Administrator shall promptly appoint or cause to be appointed another Reference
      Bank (after consultation with the Depositor). The Securities Administrator
      shall
      have no liability or responsibility to any Person for (i) the selection of
      any Reference Bank for purposes of determining LIBOR or (ii) any inability
      to retain at least four Reference Banks which is caused by circumstances beyond
      its reasonable control.

     

    “Refinancing
      Mortgage Loan”:
      Any
      Mortgage Loan originated in connection with the refinancing of an existing
      mortgage loan.

     

    “Regular
      Certificate”:
      Any
      Class 1A-1A, Class 1A-1B, Class 2A-1A, Class 2A-1B, Class 3A-1A, Class 3A-1B,
      Class 4A-1A, Class 4A-1B, Class 5A-1A, Class 5A-1B, Class X-1, Class X-4, Class
      B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6
      Certificate.

     

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

     

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

     

    “Regulation
      S Global Security”:
      The
      meaning specified in Section 6.01.

     

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

     

    
      
        
        

      

      
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    “Relief
      Act”:
      The
      Servicemembers Civil Relief Act, as amended, or any similar state or local
      law.

     

    “Relief
      Act Reductions”:
      With
      respect to any Distribution Date and any Mortgage Loan as to which there has
      been a reduction in the amount of interest collectible thereon for the most
      recently ended Due Period as a result of the application of the Relief Act,
      the
      amount, if any, by which (i) interest collectible on that Mortgage Loan during
      such Due Period is less than (ii) one month’s interest on the Stated Principal
      Balance of such Mortgage Loan at the Loan Rate for such Mortgage Loan before
      giving effect to the application of the Relief Act.

     

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

     

    “REMIC
      Opinion”:
      An
      Independent Opinion of Counsel, to the effect that the proposed action described
      therein would not cause an Adverse REMIC Event.

     

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

     

    “Remittance
      Report”:
      The
      Master Servicer’s Remittance Report to the Securities Administrator providing
      information with respect to each Mortgage Loan which is provided no later than
      the second Business Day following each Determination Date and which shall
      contain such information as may be agreed upon by the Master Servicer and the
      Securities Administrator and which shall be sufficient to enable the Securities
      Administrator to prepare the related Distribution Date Statement.

     

    “Rents
      from Real Property”:
      With
      respect to any REO Property, gross income of the character described in Section
      856(d) of the Code.

     

    “REO
      Account”:
      The
      account or accounts maintained by the Servicers in respect of an REO Property
      pursuant to the Servicing Agreements.

     

    “REO
      Disposition”:
      The
      sale or other disposition of an REO Property on behalf of the Trust
      Fund.

     

    “REO
      Imputed Interest”:
      As to
      any REO Property, for any calendar month during which such REO Property was
      at
      any time part of the Trust Fund, one month’s interest at the applicable Net Loan
      Rate for such REO Property on the Principal Balance of such REO Property (or,
      in
      the case of the first such calendar month, of the related Mortgage Loan if
      appropriate) as of the Close of Business on the Due Date in such calendar
      month.

     

    “REO
      Principal Amortization”:
      With
      respect to any REO Property, for any calendar month, the excess, if any, of
      (a)
      the aggregate of all amounts received in respect of such REO Property during
      such calendar month, whether in the form of rental income, sale proceeds
      (including, without limitation, that portion of the Termination Price paid
      in
      connection with a purchase of all of the Mortgage Loans and REO Properties
      pursuant to Section 10.01 hereof that is allocable to such REO Property) or
      otherwise, net of any portion of such amounts (i) payable pursuant to the
      applicable provisions of the Servicing Agreements in respect of the proper
      operation, management and maintenance of such REO Property or (ii) payable
      or
      reimbursable to the Servicers pursuant to the applicable provisions of the
      Servicing Agreements for unpaid Master Servicing Fees and Servicing Fees in
      respect of the related Mortgage Loan and unreimbursed Servicing Advances and
      Advances in respect of such REO Property or the related Mortgage Loan, over
      (b) the REO Imputed Interest in respect of such REO Property for such
      calendar month.

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

    “REO
      Property”:
      A
      Mortgaged Property acquired by the Servicers on behalf of the Trust Fund through
      foreclosure or deed-in-lieu of foreclosure in accordance with the applicable
      provisions of the Servicing Agreements.

     

    “Reportable
      Event”:
      As
      defined in Section 3.19(c).

     

    “Request
      for Release”:
      A
      release signed by a Servicing Officer, in the form of Exhibit F attached
      hereto.

     

    “Residential
      Dwelling”:
      Any
      one of the following: (i) a detached one-family dwelling, (ii) a
      detached two- to four-family dwelling, (iii) a one-family dwelling unit in
      a condominium project, (iv) a manufactured home, (v) a cooperative unit or
      (vi)
      a detached one-family dwelling in a planned unit development, none of which
      is a
      mobile home.

     

    “Residual
      Certificate”:
      The
      Class A-R Certificate.

     

    “Responsible
      Officer”:
      When
      used with respect to the Trustee or any director, the President, any vice
      president, any assistant vice president, any associate assigned to the Corporate
      Trust Office (or similar group) or any other officer of the Trustee customarily
      performing functions similar to those performed by any of the above designated
      officers and, with respect to a particular matter, to whom such matter is
      referred because of such officer’s knowledge of and familiarity with the
      particular subject.

     

    “Restricted
      Classes”:
      As
      defined in Section 5.01(d).

     

    “Restricted
      Global Security”:
      As
      defined in Section 6.01.

     

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

     

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

     

    “Sarbanes-Oxley
      Certification”:
      A
      written certification signed by an officer of the Master Servicer that complies
      with (i) the Sarbanes-Oxley Act of 2002, as amended from time to time, and
      (ii)
      Exchange Act Rules 13a-14(d) and 15d-14(d), as in effect from time to time;
      provided that if, after the Closing Date (a) the Sarbanes-Oxley Act of 2002
      is
      amended, (b) the Rules referred to in clause (ii) are modified or superseded
      by
      any subsequent statement, rule or regulation of the Commission or any statement
      of a division thereof, or (c) any future releases, rules and regulations are
      published by the Securities and Exchange Commission from time to time pursuant
      to the Sarbanes-Oxley Act of 2002, which in any such case affects the form
      or
      substance of the required certification and results in the required
      certification being, in the reasonable judgment of the Master Servicer,
      materially more onerous than the form of the required certification as of the
      Closing Date, the Sarbanes-Oxley Certification shall be as agreed to by the
      Master Servicer, the Depositor and the Seller following a negotiation in good
      faith to determine how to comply with any such new requirements.

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

    “Securities
      Act”:
      The
      Securities Act of 1933, as amended, and the rules and regulations
      thereunder.

     

    “Securities
      Administrator”:
      Wells
      Fargo Bank, N.A., or its successor in interest, or any successor securities
      administrator appointed as herein provided.

     

    “Security
      Agreement”:
      With
      respect to any Cooperative Loan, the agreement between the owner of the related
      Cooperative Shares and the originator of the related Mortgage Note that defines
      the terms of the security interest in such Cooperative Shares and the related
      Proprietary Lease.

     

    “Seller”:
      GCFP,
      in its capacity as seller under this Agreement.

     

    “Senior
      Certificate”:
      Any
      one of the Class 1A-1A, Class 1A-1B, Class 2A-1A, Class 2A-1B, Class 3A-1A,
      Class 3A-1B, Class 4A-1A, Class 4A-1B, Class 5A-1A, Class 5A-1B, Class X-1,
      Class X-4 or Class A-R Certificates.

     

    “Senior
      Certificate Group”:
      Any of
      (a) the Class 1A-1A, Class 1A-1B, Class X-1 and Class A-R Certificates with
      respect to Loan Group 1, (b) the Class 2A-1A and Class 2A-1B Certificates with
      respect to Loan Group 2, (c) the Class 3A-1A and Class 3A-1B Certificates with
      respect to Loan Group 3, (d) the Class 4A-1A, Class 4A-1B and Class X-4
      Certificates with respect to Loan Group 4 and (e) the Class 5A-1A and Class
      5A-1B Certificates with respect to Loan Group 5.

     

    “Senior
      Certificateholder”:
      Any
      Holder of a Senior Certificate.

     

    “Senior
      Credit Support Depletion Date”:
      The
      date on which the Class Principal Balance of each Class of Subordinate
      Certificates has been reduced to zero.

     

    “Senior
      Percentage”:
      With
      respect to each Loan Group and any Distribution Date, the percentage equivalent
      of a fraction the numerator of which is the aggregate of the Class Principal
      Balances of the Classes of Senior Certificates relating to that Loan Group
      immediately prior to such Distribution Date and the denominator of which is
      the
      Loan Group Balance in the related Loan Group for such Distribution Date;
provided,
      however,
      that on
      any Distribution Date after a Senior Termination Date has occurred with respect
      to the Senior Certificates related to a Loan Group, the Senior Percentage for
      the related Loan Group will be equal to 0% and; provided,
      further, that
      on
      any Distribution Date after a Senior Termination Date has occurred with respect
      to the Senior Certificates related to one Loan Group, the Senior Percentage
      of
      the Loan Group related to the remaining Senior Certificates is the percentage
      equivalent of a fraction, the numerator of which is the aggregate of the
      Certificate Principal Balances of each remaining Class of Senior Certificates
      immediately prior to such date and the denominator of which is the aggregate
      of
      the Certificate Principal Balances of all Classes of Certificates, immediately
      prior to such date.

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

    “Senior
      Prepayment Percentage”:
      With
      respect to each Loan Group and any Distribution Date before the Distribution
      Date in July 2013, 100%. Except as provided herein, the Senior Prepayment
      Percentage for each Loan Group for any Distribution Date occurring on or after
      the tenth anniversary of the first Distribution Date will be as follows:
      (i) from July 2013 through June 2014, the related Senior Percentage plus
      70% of the related Subordinate Percentage for that Distribution Date;
      (ii) from July 2014 through
      June 2015, the related Senior Percentage plus 60% of the related Subordinate
      Percentage for that Distribution Date; (iii) from July 2015 through
      June 2016, the related Senior Percentage plus 40% of the related Subordinate
      Percentage for that Distribution Date; (iv) from July 2016 through
      June 2017, the related Senior Percentage plus 20% of the related Subordinate
      Percentage for that Distribution Date; and (v) from and after July 2017,
      the related Senior Percentage for that Distribution Date; provided,
      however, that
      there shall be no reduction in the Senior Prepayment Percentage for any Loan
      Group unless the Step Down Conditions are satisfied; and provided,
      further,
      that if
      on any Distribution Date occurring on or after the Distribution Date in July
      2017, the Senior Percentage for any Loan Group exceeds the initial Senior
      Percentage for such Loan Group, the related Senior Prepayment Percentage for
      that Distribution Date will again equal 100%.

     

    Notwithstanding
      the above, (i) if on any Distribution Date prior to July 2009 the Two Times
      Test
      for such Loan Group is satisfied, the Senior Prepayment Percentage for each
      Loan
      Group will equal the related Senior Percentage for such Distribution Date plus
      50% of the related Subordinate Percentage for such Distribution Date and
      (ii) if
      on any
      Distribution Date in or after July 2009 the applicable Two Times Test is
      satisfied, the Senior Prepayment Percentage for each Loan Group will equal
      the
      related Senior Percentage for such Distribution Date.

     

    “Senior
      Principal Distribution Amount”:
      With
      respect to each Loan Group and any Distribution Date, the sum of: 

     

    (1) the
      related Senior Percentage of all amounts described in clauses (a) through (d)
      of
      the definition of “Principal Distribution Amount” with respect to such Loan
      Group for that Distribution Date;

     

    (2) with
      respect to each Mortgage Loan in that Loan Group which became a Liquidated
      Mortgage Loan during the related Prepayment Period, the lesser of

     

    
      	 	
              (x)

            	
              the
                related Senior Percentage of the Stated Principal Balance of that
                Mortgage
                Loan; and

            


    

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

    
      	 	
              (y)

            	
              the
                related Senior Prepayment Percentage of the amount of the Net Liquidation
                Proceeds allocable to principal received with respect to that Mortgage
                Loan 

            


    

     

    (3) the
      related Senior Prepayment Percentage of the amounts described in clauses (f)
      and
      (g) of the definition of “Principal Distribution Amount” with respect to such
      Loan Group.

     

    “Senior
      Termination Date”:
      For
      each Senior Certificate Group, the Distribution Date on which the aggregate
      of
      the Class Principal Balances of the related Senior Certificates is reduced
      to
      zero.

     

    “Servicer”:
      Each
      of American Home Servicing, Countrywide Servicing, Downey, First Republic,
      HSBC,
      IndyMac and Mellon Trust, as primary servicers of the Mortgage Loans as set
      forth and as individually defined in the Mortgage Loan Schedule hereto and
      any
      successors thereto.

     

    “Servicer
      Remittance Date”:
      With
      respect to each Mortgage Loan, the 18th
      day of
      each month, or the next Business Day if such 18th
      day is
      not a Business Day or if provided in the related Servicing Agreement, the
      preceding Business Day.

     

    “Servicing
      Account”:
      Any
      account established and maintained for the benefit of the Master Servicer or
      the
      Trust Fund by a Servicer or with respect to the related Mortgage Loans and
      any
      REO Property, pursuant to the terms of the respective Servicing
      Agreement.

     

    “Servicing
      Advances”:
      With
      respect to the Master Servicer and the Servicers, all customary, reasonable
      and
      necessary “out of pocket” costs and expenses (including reasonable attorneys’
fees and expenses) incurred by the Master Servicer (including the Trustee in
      its
      capacity as successor Master Servicer) or the Servicers in the performance
      of
      its servicing obligations hereunder, including, but not limited to, the cost
      of
      (i) the preservation, restoration, inspection and protection of the Mortgaged
      Property, (ii) any enforcement or judicial proceedings, including foreclosures,
      (iii) the management and liquidation of the REO Property and (iv) any other
      expenses permitted to be reimbursed as Servicing Advances under the Servicing
      Agreements.

     

    “Servicing
      Agreement”:
      Each of
      (i) the American Home Purchase Agreement relating to the Mortgage Loans as
      set
      forth in Exhibit M hereto, as reconstituted by the Reconstituted Servicing
      Agreement, and any other servicing agreement entered into between a successor
      Servicer, the Master Servicer and the Seller, (ii) the Countrywide Purchase
      Agreement relating to the Mortgage Loans as set forth in Exhibit M hereto,
      as
      reconstituted by the Reconstituted Servicing Agreement, and any other servicing
      agreement entered into between a successor Servicer, the Master Servicer and
      the
      Seller or the Trustee on behalf of the Trust Fund pursuant to the terms hereof,
      (iii) the Downey Purchase Agreement relating to the Mortgage Loans as set forth
      in Exhibit M hereto, as reconstituted by the Reconstituted Servicing Agreement,
      and any other servicing agreement entered into between a successor Servicer,
      the
      Master Servicer and the Seller or the Trustee on behalf of the Trust Fund
      pursuant to the terms hereof, (iv) the First Republic Purchase Agreement
      relating to the Mortgage Loans as set forth in Exhibit M hereto, as
      reconstituted by the Reconstituted Servicing Agreement, and any other servicing
      agreement entered into between a successor Servicer, the Master Servicer and
      the
      Seller, (v) HSBC Purchase Agreement relating to the Mortgage Loans as set forth
      in Exhibit M hereto, as reconstituted by the Reconstituted Servicing Agreement,
      and any other servicing agreement entered into between a successor Servicer,
      the
      Master Servicer and the Seller or the Trustee on behalf of the Trust Fund
      pursuant to the terms hereof, (vi) IndyMac Purchase Agreement relating to the
      Mortgage Loans as set forth in Exhibit M hereto, as reconstituted by the
      Reconstituted Servicing Agreement, and any other servicing agreement entered
      into between a successor Servicer, the Master Servicer and the Seller or the
      Trustee on behalf of the Trust Fund pursuant to the terms hereof, and (vii)
      Mellon Trust Purchase Agreement relating to the Mortgage Loans as set forth
      in
      Exhibit M hereto, as reconstituted by the Reconstituted Servicing Agreement,
      and
      any other servicing agreement entered into between a successor Servicer, the
      Master Servicer and the Seller or the Trustee on behalf of the Trust Fund
      pursuant to the terms hereof.

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

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

     

    “Servicing
      Fee”:
      With
      respect to each Servicer and each Mortgage Loan serviced by such Servicer and
      for any calendar month, the fee payable to the Servicer determined pursuant
      to
      the applicable Servicing Agreement. 

     

    “Servicing
      Fee Rate”:
      With
      respect to each Mortgage Loan, the per annum servicing fee rate set forth on
      the
      Mortgage Loan Schedule. 

     

    “Servicing
      Function Participant”:
      Any
      Subservicer or Subcontractor of a Servicer, the Master Servicer, a Custodian
      or
      the Securities Administrator, respectively.

     

    “Servicing
      Officer”: Any
      officer of the Master Servicer or the Servicers involved in, or responsible
      for,
      the administration and servicing (or master servicing) of Mortgage Loans, whose
      name and specimen signature appear on a list of servicing officers furnished
      by
      the Master Servicer to the Trustee and the Depositor on the Closing Date, as
      such list may from time to time be amended.

     

    “Six-Month
      COFI”:
      The
      six-month weighted average cost of funds for depository institutions that have
      home offices located in Arizona, California or Nevada and that are members
      of
      the Eleventh District of the Federal Home Loan Bank System as computed from
      statistics tabulated and published by the Federal Home Loan Bank of San
      Francisco as most recently available from the monthly Information Bulletin
      published monthly by the Federal Home Loan Bank of San Francisco.

     

    “Six-Month
      COFI Indexed”:
      Indicates a Mortgage Loan that has an adjustable Loan Rate calculated on the
      basis of the One-Year COFI index. 

     

    “Six-Month
      LIBOR”:
      The
      average of interbank offered rates for six-month U.S. dollar deposits in the
      London market based on quotations of major banks.

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

    “Six-Month
      LIBOR Indexed”:
      Indicates a Mortgage Loan that has an adjustable Loan Rate calculated on the
      basis of the Six-Month LIBOR index.

     

    “Startup
      Day”:
      As
      defined in Section 9.01(b) hereof.

     

    “Stated
      Principal Balance”:
      With
      respect to any Mortgage Loan: (a) as of the Distribution Date in July 2006,
      the
      Cut-Off Date Principal Balance of such Mortgage Loan,  (b) thereafter as of
      any date of determination up to and including the Distribution Date on which
      the
      proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan
      would be distributed, the Cut-Off Date Principal Balance of such Mortgage Loan
      minus,
      in the
      case of each Mortgage Loan, the sum of (i) the principal portion of each
      Monthly Payment due on a Due Date subsequent to the Cut-Off Date, whether or
      not
      received, (ii) all Principal Prepayments received after the Cut-Off Date,
      to the extent distributed pursuant to Section 5.01 before such date of
      determination and (iii) all Liquidation Proceeds and Insurance Proceeds
      applied by the Servicers as recoveries of principal in accordance with the
      applicable provisions of the Servicing Agreement, to the extent distributed
      pursuant to Section 5.01 before such date of determination; and (c) as of
      any date of determination subsequent to the Distribution Date on which the
      proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan
      would be distributed, zero. With respect to any REO Property: (x) as of any
      date of determination up to and including the Distribution Date on which the
      proceeds, if any, of a Liquidation Event with respect to such REO Property
      would
      be distributed, an amount (not less than zero) equal to the Stated Principal
      Balance of the related Mortgage Loan as of the date on which such REO Property
      was acquired on behalf of the Trust Fund, minus the aggregate amount of REO
      Principal Amortization in respect of such REO Property for all previously ended
      calendar months, to the extent distributed pursuant to Section 5.01 before
      such date of determination; and (y) as of any date of determination
      subsequent to the Distribution Date on which the proceeds, if any, of a
      Liquidation Event with respect to such REO Property would be distributed,
      zero.

     

    “Step
      Down Conditions”:
      As of
      any Distribution Date on which any decrease in any Senior Prepayment Percentage
      may apply and each Loan Group, (i) the outstanding Principal Balance of all
      Mortgage Loans in such Loan Group 60 days or more Delinquent (including related
      Mortgage Loans in REO and foreclosure) (averaged over the preceding six month
      period), as a percentage of the aggregate of the Class Principal Balances of
      the
      Classes of Subordinate Certificates related to such Loan Group on such
      Distribution Date, does not equal or exceed 50% and (ii) cumulative
      Realized Losses with respect to all of the Mortgage Loans in such Loan Group
      do
      not exceed:

     

    
      	 	
              ·

            	
              for
                any Distribution Date on or after the seventh anniversary until the
                eighth
                anniversary of the first Distribution Date, 30% of the aggregate
                Certificate Principal Balance of the related Subordinate Certificates
                as
                of the Closing Date,

            


    

     

    
      	 	
              ·

            	
              for
                any Distribution Date on or after the eighth anniversary until the
                ninth
                anniversary of the first Distribution Date, 35% of the aggregate
                Certificate Principal Balance of the related Subordinate Certificates
                as
                of the Closing Date,

            


    

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

    
      	 	
              ·

            	
              for
                any Distribution Date on or after the ninth anniversary until the
                tenth
                anniversary of the first Distribution Date, 40% of the aggregate
                Certificate Principal Balance of the related Subordinate Certificates
                as
                of the Closing Date,

            


    

     

    
      	 	
              ·

            	
              for
                any Distribution Date on or after the tenth anniversary until the
                eleventh
                anniversary of the first Distribution Date, 45% of the aggregate
                Certificate Principal Balance of the related Subordinate Certificates
                as
                of the Closing Date, and

            


    

     

    
      	 	
              ·

            	
              for
                any Distribution Date on or after the eleventh anniversary of the
                first
                Distribution Date, 50% of the aggregate Certificate Principal Balance
                of
                the related Subordinate Certificates as of the Closing
                Date.

            


    

     

    “Subcontractor”:
      Any
      vendor, subcontractor or other Person that is not responsible for the overall
      servicing of Mortgage Loans but performs one or more discrete functions
      identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans
      under
      the direction or authority of any Servicer (or a Subservicer of any Servicer),
      the Master Servicer, a Custodian or the Securities Administrator.

     

    “Subordinate
      Certificate”:
      Any
      one of the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 or Class B-6
      Certificates.

     

    “Subordinate
      Component”:
      With
      respect to each Loan Group and any Distribution Date, the excess of the related
      Loan Group Balance for such Distribution Date over the aggregate Class Principal
      Balance of the related Senior Certificate Group immediately preceding such
      Distribution Date. The designation “1,” “2,” “3,” “4” and “5” appearing after
      the corresponding Loan Group designation is used to indicate a Subordinate
      Component allocable to Loan Group 1, Loan Group 2, Loan Group 3, Loan Group
      4
      and Loan Group 5, respectively.

     

    “Subordinate
      Net WAC”:
      For
      any Distribution Date, the weighted average of the Net WAC for each Loan Group
      for such Distribution Date, weighted on the basis of the Subordinate Component
      for each Loan Group for such Distribution Date.

     

    “Subordinate
      Percentage”:
      With
      respect to each Loan Group and any Distribution Date, the difference between
      100% and the related Senior Percentage for such Loan Group and Distribution
      Date; provided,
      however,
      that on
      any Distribution Date occurring after a Senior Termination Date has occurred
      with respect to four Loan Groups, the Subordinate Percentage will represent
      the
      entire interest of the Subordinate Certificates in the Mortgage Loans and will
      equal the difference between 100% and the Senior Percentage for such
      Distribution Date.

     

    “Subordinate
      Prepayment Percentage”:
      With
      respect to each Loan Group and any Distribution Date, the difference between
      100% and the related Senior Prepayment Percentage for such Distribution
      Date.

     

    “Subordinate
      Principal Distribution Amount”:
      With
      respect to each Loan Group and any Distribution Date, an amount equal to the
      sum
      of for all Loan Groups:

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

    (1) 
      the
      related Subordinate Percentage of all amounts described in clauses (a) through
      (d) of the definition of “Principal Distribution Amount” for that Loan Group and
      Distribution Date;

     

    (2) with
      respect to each Mortgage Loan in such Loan Group that became a Liquidated
      Mortgage Loan during the related Prepayment Period, the amount of the Net
      Liquidation Proceeds allocated to principal received with respect thereto
      remaining after application thereof pursuant to clause (2) of the definition
      of
“Senior Principal Distribution Amount” for that Loan Group and Distribution
      Date, up to the related Subordinate Percentage of the Stated Principal Balance
      of such Mortgage Loan; and

     

    (3) the
      related Subordinated Prepayment Percentage of all amounts described in clause
      (f) of the definition of “Principal Distribution Amount” for such Loan Group and
      Distribution Date;

     

    provided,
      however,
      that on
      any Distribution Date occurring after a Senior Termination Date has occurred
      with respect to four Loan Groups, the Subordinate Principal Distribution Amount
      will not be calculated by Loan Group but will equal the amount calculated
      pursuant to the formula set forth above based on the applicable Subordinate
      Percentage or Subordinate Prepayment Percentage, as applicable, for such
      Distribution Date with respect to all the Mortgage Loans rather than the
      Mortgage Loans in the related Loan Group only.

     

    “Subservicer”:
      Any
      person that services Mortgage Loans on behalf of a Servicer, the Master
      Servicer, the Securities Administrator or a Custodian, and is responsible for
      the performance (whether directly or through sub-servicers or Subcontractors)
      of
      servicing functions required to be performed under this Agreement, any related
      Servicing Agreement or any sub-servicing agreement that are identified in Item
      1122(d) of Regulation AB.

     

    “Substitution
      Adjustment”:
      As
      defined in Section 2.03(d) hereof.

     

    “Tax
      Returns”:
      The
      federal income tax return on Internal Revenue Service Form 1066, U.S. Real
      Estate Mortgage Investment Conduit Income Tax Return, including Schedule Q
      thereto, Quarterly Notice to Residual Interest Holders of the REMIC Taxable
      Income or Net Loss Allocation, or any successor forms, to be filed on behalf
      of
      each of the REMIC created hereunder under the REMIC Provisions, together with
      any and all other information reports or returns that may be required to be
      furnished to the Certificateholders or filed with the Internal Revenue Service
      or any other governmental taxing authority under any applicable provisions
      of
      federal, state or local tax laws.

     

    “Telerate
      Page 3750”:
      The
      display currently so designated as “Page 3750” on the Bridge Telerate Service
      (or such other page selected by the Securities Administrator as may replace
      Page
      3750 on that service for the purpose of displaying daily comparable rates on
      prices).

     

    “Termination
      Price”:
      As
      defined in Section 10.01(a) hereof. 

     

    “Transfer”:
      Any
      direct or indirect transfer or sale of any Ownership Interest in the Residual
      Certificate.

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

    “Transfer
      Affidavit”:
      As
      defined in Section 6.02(e)(ii) hereof.

     

    “Transferee”:
      Any
      Person who is acquiring by Transfer any Ownership Interest in a
      Certificate.

     

    “Trust”:
      HarborView Mortgage Loan Trust 2006-6, the trust created hereunder.

     

    “Trust
      Fund”:
      The
      segregated pool of assets subject hereto, constituting the primary trust created
      hereby and to be administered hereunder, with respect to which a REMIC election
      is to be made, such Trust Fund consisting of: (i) such Mortgage Loans as
      from time to time are subject to this Agreement, together with the Mortgage
      Files relating thereto, and together with all collections thereon and proceeds
      thereof, (ii) any REO Property, together with all collections thereon and
      proceeds thereof, (iii) the Trustee’s rights with respect to the Mortgage
      Loans under all insurance policies required to be maintained pursuant to this
      Agreement and any proceeds thereof, (iv) the Depositor’s rights under the
      Mortgage Loan Purchase Agreement (including any security interest created
      thereby); (v) the Distribution Account (subject to the last sentence of
      this definition), any REO Account and such assets that are deposited therein
      from time to time and any investments thereof, together with any and all income,
      proceeds and payments with respect thereto; (vi) all right, title and
      interest of the Seller in and to each of the Servicing Agreements; and
      (vii) all proceeds of the foregoing. Notwithstanding the foregoing,
      however, the Trust Fund specifically excludes (1) all payments and other
      collections of interest and principal due on the Mortgage Loans on or before
      the
      Cut-Off Date and principal received before the Cut-Off Date (except any
      principal collected as part of a payment due after the Cut-Off Date) and
      (2) all income and gain realized from Permitted Investments of funds on
      deposit in the Distribution Account.

     

    “Trustee”:
      Deutsche Bank National Trust Company, not in its individual capacity but solely
      as trustee, a national banking association, its successors or assigns, or any
      successor trustee appointed as herein provided.

     

    “Trustee
      Fee”:
      The
      annual on-going fee as agreed to by and payable by the Master Servicer on behalf
      of the Trust Fund to the Trustee from the Master Servicer Fee or other funds
      of
      the Master Servicer.

     

    “Two
      Times Test”:
      As to
      any Distribution Date, (i) the Aggregate Subordinate Percentage is at least
      two
      times the Aggregate Subordinate Percentage as of the Closing Date; (ii) the
      aggregate of the Principal Balances of all Mortgage Loans Delinquent 60 days
      or
      more (including Mortgage Loans in REO and foreclosure) (averaged over the
      preceding six-month period), as a percentage of the aggregate of the Class
      Principal Balances of the Subordinate Certificates, does not equal or exceed
      50%; and (iii) on or after the Distribution Date in July 2009, cumulative
      Realized Losses do not exceed 30% of the Original Subordinated Principal Balance
      or prior to the Distribution Date in July 2009, cumulative Realized Losses
      do
      not exceed 20% of the Original Subordinated Principal Balance.

     

    “Undercollateralized
      Group”:
      With
      respect to any Distribution Date and any Loan Group, as to which the aggregate
      Class Principal Balance of the related classes of Senior Certificates, after
      giving effect to distributions pursuant to Section 5.01(a) on such date, is
      greater than the Loan Group Balance of the related Loan Group for such
      Distribution Date. 

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    

    “Underwriter’s
      Exemption”:
      Prohibited Transaction Exemption 90-59 (Exemption Application No. D-8374),
      as
      amended by PTE 97-34 (Exemption Application No. D-10245 and D-10246) and by
      PTE
      2000-58 (Exemption Application No. D-10829) and PTE 2002-41 (Exemption
      Application No. D-11077), as amended (or any successor thereto), or any
      substantially similar administrative exemption granted by the U.S. Department
      of
      Labor.

     

    “Uninsured
      Cause”:
      Any
      cause of damage to a Mortgaged Property such that the complete restoration
      of
      such property is not fully reimbursable by the hazard insurance policies
      required to be maintained on such Mortgaged Property.

     

    “United
      States Person”
or
      “U.S.
      Person”:
      A
      citizen or resident of the United States, a corporation, partnership or other
      entity treated as a corporation or partnership for federal income tax purposes
      (other than a partnership that is not treated as a U.S. Person pursuant to
      any
      applicable Treasury regulations) created or organized in, or under the laws
      of,
      the United States, any state thereof or the District of Columbia, or an estate
      the income of which from sources without the United States is includible in
      gross income for United States federal income tax purposes regardless of its
      connection with the conduct of a trade or business within the United States,
      or
      a trust if a court within the United States is able to exercise primary
      supervision over the administration of the trust and one or more United States
      persons have authority to control all substantial decisions of the trust. The
      term “United States” shall have the meaning set forth in Section 7701 of
      the Code or successor provisions.

     

    “Unpaid
      Interest Shortfall Amount”:
      With
      respect to each Class of Certificates, and (i) the first Distribution Date,
      zero, and (ii) any Distribution Date after the first Distribution Date, the
      amount, if any, by which (1)(a) the Monthly Interest Distributable Amount for
      that Class for the immediately preceding Distribution Date exceeds (b) the
      aggregate amount distributed on that Class in respect of such Monthly Interest
      Distributable Amount on the preceding Distribution Date plus (2) any such
      shortfalls remaining unpaid from prior Distribution Dates.

     

    “Upper
      Tier REMIC”:
      As
      described in the Preliminary Statement.

     

    “Value”:
      With
      respect to any Mortgage Loan and the related Mortgaged Property, the lesser
      of:

     

    (i) the
      value
      of such Mortgaged Property as determined by an appraisal made for the originator
      of the Mortgage Loan at the time of origination of the Mortgage Loan by an
      appraiser who met the minimum requirements of Fannie Mae and Freddie Mac; and
      

     

    (ii) the
      purchase price paid for the related Mortgaged Property by the Mortgagor with
      the
      proceeds of the Mortgage Loan; 

     

    provided,
      however,
      that in
      the case of a Refinancing Mortgage Loan, such value of the Mortgaged Property
      is
      based solely upon the value determined by an appraisal made for the originator
      of such Refinancing Mortgage Loan at the time of origination by an appraiser
      who
      met the minimum requirements of Fannie Mae and Freddie Mac.

     

    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    

    “Voting
      Rights”:
      The
      portion of the voting rights of all of the Certificates which is allocated
      to
      any Certificate. 97% of the voting rights shall be allocated among the Classes
      of Regular Certificates (other than the Class X-1, Class X-4 and Class A-R
      Certificates), pro
      rata,
      based
      on a fraction, expressed as a percentage, the numerator of which is the Class
      Principal Balance of such Class and the denominator of which is the aggregate
      of
      the Class Principal Balances then outstanding; 1% of the voting rights shall
      be
      allocated to the Holder of the Class X-1 Certificates, 1% of the voting rights
      shall be allocated to the Holder of the Class X-4 Certificates and 1% of the
      voting rights shall be allocated to the Holder of the Class A-R Certificate;
      provided,
      however,
      that
      when none of the Regular Certificates is outstanding, 100% of the voting rights
      shall be allocated to the Holder of the Class A-R Certificate. The voting rights
      allocated to a Class of Certificates shall be allocated among all Holders of
      such Class, pro
      rata,
      based
      on a fraction the numerator of which is the Certificate Principal Balance or
      Certificate Notional Balance, as applicable, of each Certificate of such Class
      and the denominator of which is the Class Principal Balance or Class Notional
      Balance, as applicable, of such Class; provided,
      further,
      that
      for any Distribution Date after the Distribution Date in September 2008, the
      Class X-1 Certificates shall have no Voting Rights, and for any Distribution
      Date after the Distribution Date in December 2012, the Class X-4 Certificates
      shall have no Voting Rights and
      provided,
      further,
      that
      any Certificate registered in the name of the Master Servicer, the Securities
      Administrator or the Trustee or any of their respective affiliates shall not
      be
      included in the calculation of Voting Rights. 

     

    “Writedown
      Amount”:
      The
      reduction described in Section 5.03(c).

     

     

    SECTION
      1.02. Accounting.

     

    Unless
      otherwise specified herein, for the purpose of any definition or calculation,
      whenever amounts are required to be netted, subtracted or added or any
      distributions are taken into account such definition or calculation and any
      related definitions or calculations shall be determined without duplication
      of
      such functions.

     

     

    ARTICLE
      II

     

    CONVEYANCE
      OF MORTGAGE LOANS;

    ORIGINAL
      ISSUANCE OF CERTIFICATES

     

    SECTION
      2.01. Conveyance
      of Mortgage Loans.

     

    The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey to the Trustee without recourse
      for the benefit of the Certificateholders all the right, title and interest
      of
      the Depositor, including any security interest therein for the benefit of the
      Depositor, in and to (i) each Mortgage Loan identified on the Mortgage Loan
      Schedule, including the related Cut-Off Date Principal Balance, all interest
      due
      thereon after the Cut-Off Date and all collections in respect of interest and
      principal due after the Cut-Off Date; (ii) all the Depositor’s right, title and
      interest in and to the Distribution Account and all amounts from time to time
      credited to and the proceeds of the Distribution Account; (iii) any real
      property that secured each such Mortgage Loan and that has been acquired by
      foreclosure or deed in lieu of foreclosure; (iv) the Depositor’s interest in any
      insurance policies in respect of the Mortgage Loans; (v) all proceeds of any
      of
      the foregoing; and (vi) all other assets included or to be included in the
      Trust
      Fund. Such assignment includes all interest and principal due to the Depositor
      or the Master Servicer after the Cut-Off Date with respect to the Mortgage
      Loans. 

     

    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    

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

     

    Concurrently
      with the execution and delivery of this Agreement, the Depositor does hereby
      assign to the Trustee all of its rights and interest under the Mortgage Loan
      Purchase Agreement, including all rights of the Seller under the Servicing
      Agreements to the extent assigned in the Mortgage Loan Purchase Agreement.
      The
      Trustee hereby accepts such assignment, and shall be entitled to exercise all
      rights of the Depositor under the Mortgage Loan Purchase Agreement and all
      rights of the Seller under each Servicing Agreement as if, for such purpose,
      it
      were the Depositor or the Seller, as applicable, including the Seller’s right to
      enforce remedies for breaches of representations and warranties and delivery
      of
      Mortgage Loan documents. The foregoing sale, transfer, assignment, set-over,
      deposit and conveyance does not and is not intended to result in creation or
      assumption by the Trustee of any obligation of the Depositor, the Seller or
      any
      other Person in connection with the Mortgage Loans or any other agreement or
      instrument relating thereto except as specifically set forth
      herein.

     

    In
      connection with such transfer and assignment, the Seller, on behalf of the
      Depositor, does hereby deliver on the Closing Date, unless otherwise specified
      in this Section 2.01, to, and deposit with the Trustee, or the Custodian as
      its
      designated agent, the following documents or instruments with respect to each
      Mortgage Loan (a “Mortgage
      File”)
      so
      transferred and assigned:

     

    
      	 	
              (i)

            	
              the
                original Mortgage Note, endorsed either on its face or by allonge
                attached
                thereto in blank or in the following form: “Pay to the order of Deutsche
                Bank National Trust Company, as Trustee for HarborView Mortgage Loan
                Trust
                Mortgage Loan Pass-Through Certificates, Series 2006-6, without recourse”,
                or with respect to any lost Mortgage Note, an original Lost Note
                Affidavit
                stating that the original mortgage note was lost, misplaced or destroyed,
                together with a copy of the related mortgage note; provided,
                however,
                that such substitutions of Lost Note Affidavits for original Mortgage
                Notes may occur only with respect to Mortgage Loans the aggregate
                Cut-Off
                Date Principal Balance of which is less than or equal to 2% of the
                Cut-Off
                Date Aggregate Principal Balance;

            


    

     

    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    

    
      	 	
              (ii)

            	
              except
                as provided below, for each Mortgage Loan that is not a MERS Mortgage
                Loan, the original Mortgage, and in the case of each MERS Mortgage
                Loan,
                the original Mortgage, noting the presence of the MIN for that Mortgage
                Loan and either language indicating that the Mortgage Loan is a MOM
                Loan
                if the Mortgage Loan is a MOM Loan, or if such Mortgage Loan was
                not a MOM
                Loan at origination, the original Mortgage and the assignment to
                MERS, in
                each case with evidence of recording thereon, and the original recorded
                power of attorney, if the Mortgage was executed pursuant to a power
                of
                attorney, with evidence of recording thereon or, if such Mortgage
                or power
                of attorney has been submitted for recording but has not been returned
                from the applicable public recording office, has been lost or is
                not
                otherwise available, a certified copy of such Mortgage or power of
                attorney, as the case may be, and that the original of such Mortgage
                has
                been forwarded to the public recording office, or, in the case of
                a
                Mortgage that has been lost, a copy thereof (certified as provided
                for
                under the laws of the appropriate jurisdiction) and a written Opinion
                of
                Counsel (delivered at the Seller’s expense) acceptable to the Trustee and
                the Depositor that an original recorded Mortgage is not required
                to
                enforce the Trustee’s interest in the Mortgage
                Loan;

            


    

     

    
      	 	
              (iii)

            	
              the
                original or copy of each assumption, modification or substitution
                agreement, if any, relating to the Mortgage Loans, or, as to any
                assumption, modification or substitution agreement which cannot be
                delivered on or prior to the Closing Date because of a delay caused
                by the
                public recording office where such assumption, modification or
                substitution agreement has been delivered for recordation, a photocopy
                of
                such assumption, modification or substitution agreement, pending
                delivery
                of the original thereof, together with an Officer’s Certificate of the
                Seller certifying that the copy of such assumption, modification
                or
                substitution agreement delivered to the Trustee (or its custodian)
                on
                behalf of the Trust Fund is a true copy and that the original of
                such
                agreement has been forwarded to the public recording
                office;

            


    

     

    
      	 	
              (iv)

            	
              in
                the case of each Mortgage Loan that is not a MERS Mortgage Loan,
                an
                original Assignment of Mortgage, in form and substance acceptable
                for
                recording. The Mortgage shall be assigned to “Deutsche Bank National Trust
                Company, as Trustee for HarborView Mortgage Loan Trust Mortgage Loan
                Pass-Through Certificates, Series 2006-6, without
                recourse;”

            


    

     

    
      	 	
              (v)

            	
              in
                the case of each Mortgage Loan that is not a MERS Mortgage Loan,
                an
                original copy of any intervening Assignment of Mortgage showing a
                complete
                chain of assignments, or, in the case of an intervening Assignment
                of
                Mortgage that has been lost, a written Opinion of Counsel (delivered
                at
                the Seller’s expense) acceptable to the Trustee that such original
                intervening Assignment of Mortgage is not required to enforce the
                Trustee’s interest in the Mortgage
                Loans;

            


    

     

    
      	 	
              (vi)

            	
              the
                original Primary Insurance Policy, if any, or certificate, if
                any;

            


    

     

    
      	 	
              (vii)

            	
              the
                original or a certified copy of lender’s title insurance policy;
                and

            


    

     

    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    

    
      	 	
              (viii)

            	
              with
                respect to any Cooperative Loan, the Cooperative Loan
                Documents.

            


    

    


    In
      connection with the assignment of any MERS Mortgage Loan, the Seller agrees
      that
      it will take (or shall cause the applicable Servicer to take), at the expense
      of
      the Seller (with the cooperation of the Depositor, the Trustee and the Master
      Servicer), such actions as are necessary to cause the MERS® System to indicate
      that such Mortgage Loans have been assigned by the Seller to the Trustee in
      accordance with this Agreement for the benefit of the Certificateholders by
      including (or deleting, in the case of Mortgage Loans that are repurchased
      in
      accordance with this Agreement) in such computer files the information required
      by the MERS® System to identify the series of the Certificates issued in
      connection with the transfer of such Mortgage Loans to the HarborView Mortgage
      Loan Trust 2006-6. Notwithstanding anything herein to the contrary, the Master
      Servicer and Securities Administrator are not responsible for monitoring any
      MERS Mortgage Loans.

     

    With
      respect to each Cooperative Loan the Seller, on behalf of the Depositor does
      hereby deliver to the Trustee (or the applicable Custodian) the related
      Cooperative Loan Documents and the Seller shall take (or cause the applicable
      Servicer to take), at the expense of the Seller (with the cooperation of the
      Depositor, the Trustee and the Master Servicer), such actions as are necessary
      under applicable law (including but not limited to the relevant UCC) in order
      to
      perfect the interest of the Trustee in the related Mortgaged
      Property.

     

    Assignments
      of each Mortgage with respect to each Mortgage Loan that is not a MERS Mortgage
      Loan (other than a Cooperative Loan) shall be recorded; provided,
      however,
      that
      such assignments need not be recorded if, in the Opinion of Counsel (which
      must
      be from Independent Counsel and not at the expense of the Trust Fund or the
      Trustee) acceptable to the Trustee, each Rating Agency, recording in such states
      is not required to protect the Trust Fund’s interest in the related Mortgage
      Loans; provided,
      further,
      notwithstanding the delivery of any Opinion of Counsel, each assignment of
      Mortgage shall be submitted for recording by the Seller (or the Seller will
      cause the applicable Servicer to submit each such assignment for recording),
      at
      the cost and expense of the Seller, in the manner described above, at no expense
      to the Trust Fund or Trustee, upon the earliest to occur of (1) reasonable
      direction by the Majority Certificateholders, (2) the occurrence of a bankruptcy
      or insolvency relating to the Seller or the Depositor, or (3) with respect
      to
      any one Assignment of Mortgage, the occurrence of a bankruptcy, insolvency
      or
      foreclosure relating to the Mortgagor under the related Mortgage. Subject to
      the
      preceding sentence, as soon as practicable after the Closing Date (but in no
      event more than three months thereafter except to the extent delays are caused
      by the applicable recording office), the Seller shall properly record (or the
      Seller will cause the applicable Servicer to properly record), at the expense
      of
      the Seller (with the cooperation of the Depositor, the Trustee and the Master
      Servicer), in each public recording office where the related Mortgages are
      recorded, each assignment referred to in Section 2.01(v) above with respect
      to a
      Mortgage Loan that is not a MERS Mortgage Loan.

     

    The
      Trustee agrees to execute and deliver to the Depositor on or prior to the
      Closing Date an acknowledgment of receipt of the original Mortgage Note (with
      any exceptions noted), substantially in the form attached as Exhibit G-1
      hereto.

     

    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    

    If
      the
      original lender’s title insurance policy, or a certified copy thereof, was not
      delivered pursuant to Section 2.01(vii) above, the Seller shall deliver or
      cause
      to be delivered to the Trustee the original or a copy of a written commitment
      or
      interim binder or preliminary report of title issued by the title insurance
      or
      escrow company, with the original or a certified copy thereof to be delivered
      to
      the Trustee, promptly upon receipt thereof, but in any case within 175 days
      of
      the Closing Date. The Seller shall deliver or cause to be delivered to the
      Trustee, promptly upon receipt thereof, any other documents constituting a
      part
      of a Mortgage File received with respect to any Mortgage Loan sold to the
      Depositor by the Seller, including, but not limited to, any original documents
      evidencing an assumption or modification of any Mortgage Loan.

     

    For
      Mortgage Loans (if any) that have been prepaid in full after the Cut-off Date
      and prior to the Closing Date, the Seller, in lieu of delivering the above
      documents, herewith delivers to the Trustee, or to the applicable Custodian
      on
      behalf of the Trustee, an Officer’s Certificate which shall include a statement
      to the effect that all amounts received in connection with such prepayment
      that
      are required to be deposited in the Distribution Account have been so deposited.
      All original documents that are not delivered to the Trustee on behalf of the
      Trust Fund shall be held by the Master Servicer or the applicable Servicer
      in
      trust for the Trustee, for the benefit of the Trust Fund and the
      Certificateholders.

     

    The
      Depositor herewith delivers to the Trustee an executed copy of the Mortgage
      Loan
      Purchase Agreement.

     

    The
      Depositor shall have the right to receive any and all loan-level information
      regarding the characteristics and performance of the Mortgage Loans upon
      request, and to publish, disseminate or otherwise utilize such information
      in
      its discretion, subject to applicable laws and regulations.

     

     

    SECTION
      2.02. Acceptance
      by Trustee.

     

    The
      Trustee hereby accepts its appointment as Custodian hereunder and acknowledges
      the receipt, subject to the provisions of Section 2.01 and subject to the review
      described below and any exceptions noted on the exception report described
      in
      the next paragraph below, of the documents referred to in Section 2.01 above
      and
      all other assets included in the definition of “Trust Fund” and declares that,
      in its capacity as Custodian, it holds and will hold such documents and the
      other documents delivered to it constituting a Mortgage File, and that it holds
      or will hold all such assets and such other assets included in the definition
      of
“Trust Fund” in trust for the exclusive use and benefit of all present and
      future Certificateholders.

     

    The
      Trustee further agrees, for the benefit of the Certificateholders, to review
      each Mortgage File delivered to it and to certify and deliver to the Depositor,
      the Seller and each Rating Agency an interim certification in substantially
      the
      form attached hereto as Exhibit G-2, within 90 days after the Closing Date
      (or,
      with respect to any document delivered after the Startup Day, within 45 days
      of
      receipt and with respect to any Qualified Substitute Mortgage, within five
      Business Days after the assignment thereof) that, as to each Mortgage Loan
      listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in
      full
      or any Mortgage Loan specifically identified in the exception report annexed
      thereto as not being covered by such certification), (i) all documents
      required to be reviewed by it pursuant to Section 2.01 of this Agreement
      are in its possession, (ii) such documents have been reviewed by it and
      have not been mutilated, damaged or torn and relate to such Mortgage Loan and
      (iii) based on its examination and only as to the foregoing, the
      information set forth in the Mortgage Loan Schedule that corresponds to items
      (i), (ii) and (iii) of the Mortgage Loan Schedule accurately reflects
      information set forth in the Mortgage File. It is herein acknowledged that,
      in
      conducting such review, the Trustee is under no duty or obligation to inspect,
      review or examine any such documents, instruments, certificates or other papers
      to determine that they are genuine, enforceable, or appropriate for the
      represented purpose or that they have actually been recorded or that they are
      other than what they purport to be on their face.

     

    
      
        
        

      

      
        50

        
          

        

      

      
        
        

      

    

    No
      later
      than 180 days after the Closing Date, the Trustee shall deliver to the Depositor
      and the Seller a final certification in the form annexed hereto as Exhibit
      G-3
      evidencing the completeness of the Mortgage Files, with any applicable
      exceptions noted thereon.

     

    If,
      in
      the process of reviewing the Mortgage Files and making or preparing, as the
      case
      may be, the certifications referred to above, the Trustee finds any document
      or
      documents constituting a part of a Mortgage File to be missing or not conforming
      to the requirements set forth herein, at the conclusion of its review the
      Trustee (or the applicable Custodian as its designated agent) shall promptly
      notify the Seller and the Depositor. In addition, upon the discovery by the
      Seller or the Depositor (or upon receipt by the Trustee of written notification
      of such breach) of a breach of any of the representations and warranties made
      by
      the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage
      Loan that materially adversely affects such Mortgage Loan or the interests
      of
      the related Certificateholders in such Mortgage Loan, the party discovering
      such
      breach shall give prompt written notice to the other parties to this
      Agreement.

     

    The
      Depositor and the Trustee intend that the assignment and transfer herein
      contemplated constitute a sale of the Mortgage Loans, the related Mortgage
      Notes
      and the related documents, conveying good title thereto free and clear of any
      liens and encumbrances, from the Depositor to the Trustee and that such property
      not be part of the Depositor’s estate or property of the Depositor in the event
      of any insolvency by the Depositor. In the event that such conveyance is deemed
      to be, or to be made as security for, a loan, the parties intend that the
      Depositor shall be deemed to have granted and does hereby grant to the Trustee
      a
      first priority perfected security interest in all of the Depositor’s right,
      title and interest in and to the Mortgage Loans, the related Mortgage Notes
      and
      the related documents, and that this Agreement shall constitute a security
      agreement under applicable law.

     

     

    SECTION
      2.03. Repurchase
      or Substitution of Mortgage Loans by the Originators and the
      Seller.

     

    
      
        
        

      

      
        51

        
          

        

      

      
        
        

      

    

    (a) Upon
      its
      discovery or receipt of written notice of any materially defective document
      in,
      or that a document is missing from, a Mortgage File or of the breach by the
      related Originator of any representation, warranty or covenant under the related
      Purchase Agreement in respect of any Mortgage Loan which materially adversely
      affects the value of that Mortgage Loan or the interest therein of the
      Certificateholders, the Trustee shall promptly notify such Originator of such
      defect, missing document or breach and request that such Originator deliver
      such
      missing document or cure such defect or breach within 90 days from the date
      that
      the Seller was notified of such missing document, defect or breach, and if
      such
      Originator does not deliver such missing document or cure such defect or breach
      in all material respects during such period, the Trustee shall enforce such
      Originator’s obligation under the related Purchase Agreement and cause such
      Originator to repurchase that Mortgage Loan from the Trust Fund at the
      Repurchase Price (as defined in the related Purchase Agreement) on or prior
      to
      the Determination Date following the expiration of such 90 day period. It is
      understood and agreed that the obligation of the related Originator to cure
      or
      to repurchase (or to substitute for) any Mortgage Loan as to which a document
      is
      missing, a material defect in a constituent document exists or as to which
      such
      a breach has occurred and is continuing shall constitute the sole remedy against
      such Originator respecting such omission, defect or breach available to the
      Trustee on behalf of the Certificateholders.

     

    (b) Upon
      discovery or receipt of written notice of the breach by the Seller of any
      representation, warranty or covenant under the Mortgage Loan Purchase Agreement
      or in Section 2.04 or Section 2.08 hereof in respect of any Mortgage Loan
      which materially adversely affects the value of that Mortgage Loan or the
      interest therein of the Certificateholders, the Trustee (or the applicable
      Custodian as its designated agent) shall promptly notify the Seller of such
      breach and request that the Seller cure such breach within 90 days from the
      date
      that the Seller was notified of such breach, and if the Seller does not cure
      such breach in all material respects during such period, the Trustee shall
      enforce the Seller’s obligation under the Mortgage Loan Purchase Agreement and
      cause the Seller to repurchase that Mortgage Loan from the Trust Fund at the
      Purchase Price on or prior to the Determination Date following the expiration
      of
      such 90 day period (subject to Section 2.03(e) below); provided,
      however,
      that, in
      connection with any such breach that could not reasonably have been cured within
      such 90 day period, if the Seller shall have commenced to cure such breach
      within such 90 day period, the Seller shall be permitted to proceed thereafter
      diligently and expeditiously to cure the same within the additional period
      provided under the Mortgage Loan Purchase Agreement; and, provided
      further,
      that,
      in the case of the breach of any representation, warranty or covenant made
      by
      the Seller in Section 2.04 hereof, the Seller shall be obligated to cure such
      breach or purchase the affected Mortgage Loans for the Purchase Price or, if
      the
      Mortgage Loan or the related Mortgaged Property acquired with respect thereto
      has been sold, then the Seller shall pay, in lieu of the Purchase Price, any
      excess of the Purchase Price over the Net Liquidation Proceeds received upon
      such sale. 

     

    (c) The
      Purchase Price or Repurchase Price (as defined in the related Purchase
      Agreement) for a Mortgage Loan purchased or repurchased under this Section
      2.03
      or such other amount due shall be deposited in the Distribution Account on
      or
      prior to the next Determination Date after the Seller’s or the related
      Originator’s obligation to repurchase such Mortgage Loan arises. The Trustee,
      upon receipt of written certification from the Seller or related Originator
      of
      the related deposit in the Distribution Account, shall release to the Seller
      or
      the related Originator, as applicable, the related Mortgage File and shall
      execute and deliver such instruments of transfer or assignment, in each case
      without recourse, as the Seller or the related Originator, as applicable, shall
      furnish to it and as shall be necessary to vest in the Seller or the related
      Originator, as applicable, any Mortgage Loan released pursuant hereto and the
      Trustee shall have no further responsibility with regard to such Mortgage File
      (it being understood that the Trustee shall have no responsibility for
      determining the sufficiency of such assignment for its intended purpose). In
      lieu of repurchasing any such Mortgage Loan as provided above, the Seller may
      cause such Mortgage Loan to be removed from the Trust Fund (in which case it
      shall become a Deleted Mortgage Loan) and substitute one or more Qualified
      Substitute Mortgage Loans in the manner and subject to the limitations set
      forth
      in Section 2.03(d) below. It is understood and agreed that the obligation of
      the
      Seller to cure or to repurchase (or to substitute for) any Mortgage Loan as
      to
      which a document is missing, a material defect in a constituent document exists
      or as to which such a breach has occurred and is continuing shall constitute
      the
      sole remedy against the Seller respecting such omission, defect or breach
      available to the Trustee on behalf of the Certificateholders.

     

    
      
        
        

      

      
        52

        
          

        

      

      
        
        

      

    

    The
      Trustee shall enforce the obligations of the Seller under the Mortgage Loan
      Purchase Agreement including, without limitation, any obligation of the Seller
      to purchase a Mortgage Loan on account of missing or defective documentation
      or
      on account of a breach of a representation, warranty or covenant as described
      in
      this Section 2.03(c).

     

    (d) If
      pursuant to the provisions of Section 2.03(b), the Seller repurchases or
      otherwise removes from the Trust Fund a Mortgage Loan that is a MERS Mortgage
      Loan, the Seller shall take (or shall cause the applicable Servicer to take),
      at
      the expense of the Seller (with the cooperation of the Depositor, the Trustee
      and the Master Servicer), such actions as are necessary either (i) cause MERS
      to
      execute and deliver an Assignment of Mortgage in recordable form to transfer
      the
      Mortgage from MERS to the Seller and shall cause such Mortgage to be removed
      from registration on the MERS® System in accordance with MERS’ rules and
      regulations or (ii) cause MERS to designate on the MERS® System the Seller or
      its designee as the beneficial holder of such Mortgage Loan.

     

    (e) [Reserved].

     

    (f) Any
      substitution of Qualified Substitute Mortgage Loans for Deleted Mortgage Loans
      made pursuant to Section 2.03(a) above must be effected prior to the last
      Business Day that is within two years after the Closing Date. As to any Deleted
      Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage
      Loan or Loans, such substitution shall be effected by the Seller delivering
      to
      the Trustee, for such Qualified Substitute Mortgage Loan or Loans, the Mortgage
      Note, the Mortgage, the Assignment to the Trustee, and such other documents
      and
      agreements, with all necessary endorsements thereon, as are required by Section
      2.01 hereof, together with an Officers’ Certificate stating that each such
      Qualified Substitute Mortgage Loan satisfies the definition thereof and
      specifying the Substitution Adjustment (as described below), if any, in
      connection with such substitution; provided,
      however,
      that, in
      the case of any Qualified Substitute Mortgage Loan that is a MERS Mortgage
      Loan,
      the Seller shall provide such documents and take such other action with respect
      to such Qualified Substitute Mortgage Loans as are required pursuant to Section
      2.01 hereof. The Trustee, shall acknowledge receipt for such Qualified
      Substitute Mortgage Loan or Loans and, within five Business Days thereafter,
      shall review such documents as specified in Section 2.02 hereof and deliver
      to
      the related Servicer, with respect to such Qualified Substitute Mortgage Loan
      or
      Loans, a certification substantially in the form attached hereto as Exhibit
      G-2,
      with any exceptions noted thereon. Within 180 days of the date of substitution,
      the Trustee, shall deliver to the Seller and the Master Servicer a certification
      substantially in the form of Exhibit G-3 hereto with respect to such Qualified
      Substitute Mortgage Loan or Loans, with any exceptions noted thereon. Monthly
      Payments due with respect to Qualified Substitute Mortgage Loans in the month
      of
      substitution are not part of the Trust Fund and will be retained by the Seller.
      For the month of substitution, distributions to Certificateholders will reflect
      the collections and recoveries in respect of such Deleted Mortgage Loan in
      the
      Due Period preceding the month of substitution and the Depositor or the Seller,
      as the case may be, shall thereafter be entitled to retain all amounts
      subsequently received in respect of such Deleted Mortgage Loan. The Seller
      shall
      give or cause to be given written notice to the Certificateholders that such
      substitution has taken place, shall amend the Mortgage Loan Schedule to reflect
      the removal of such Deleted Mortgage Loan from the terms of this Agreement
      and
      the substitution of the Qualified Substitute Mortgage Loan or Loans and shall
      deliver a copy of such amended Mortgage Loan Schedule to the Trustee, the Master
      Servicer and the Securities Administrator. Upon such substitution, such
      Qualified Substitute Mortgage Loan or Loans shall constitute part of the Trust
      Fund and shall be subject in all respects to the terms of this Agreement and,
      in
      the case of a substitution effected by the Seller, the Mortgage Loan Purchase
      Agreement, including, in the case of a substitution effected by the Seller
      all
      representations and warranties thereof included in the Mortgage Loan Purchase
      Agreement and all representations and warranties thereof set forth in Section
      2.04 hereof, in each case as of the date of substitution.

     

    
      
        
        

      

      
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    For
      any
      month in which the Seller substitutes one or more Qualified Substitute Mortgage
      Loans for one or more Deleted Mortgage Loans, the Seller shall determine, and
      provide written certification to the Trustee and the Seller as to the amount
      (each, a “Substitution
      Adjustment”),
      if
      any, by which the aggregate Purchase Price of all such Deleted Mortgage Loans
      exceeds the aggregate, as to each such Qualified Substitute Mortgage Loan,
      of
      the principal balance thereof as of the date of substitution, together with
      one
      month’s interest on such principal balance at the applicable Net Loan Rate. On
      or prior to the next Determination Date after the Seller’s obligation to
      repurchase the related Deleted Mortgage Loan arises, the Seller will deliver
      or
      cause to be delivered to the Securities Administrator for deposit in the
      Distribution Account an amount equal to the related Substitution Adjustment,
      if
      any, and the Custodian, on behalf of the Trustee, upon receipt of the related
      Qualified Substitute Mortgage Loan or Loans, and a written certification from
      the Seller of its remittance of the deposit to the Distribution Account, shall
      release to the Seller the related Mortgage File or Files and shall execute
      and
      deliver such instruments of transfer or assignment, in each case without
      recourse, as the Seller shall deliver to it and as shall be necessary to vest
      therein any Deleted Mortgage Loan released pursuant hereto.

     

    In
      addition, the Seller shall obtain at its own expense and deliver to the Trustee
      an Opinion of Counsel to the effect that such substitution (either specifically
      or as a class of transactions) will not cause an Adverse REMIC Event. If such
      Opinion of Counsel cannot be delivered, then such substitution may only be
      effected at such time as the required Opinion of Counsel can be
      given.

     

    (g) Upon
      discovery by the Seller, the Master Servicer, the Depositor or the Trustee
      that
      any Mortgage Loan does not constitute a “qualified mortgage” within the meaning
      of Section 860G(a)(3) of the Code, the party discovering such fact shall within
      two Business Days give written notice thereof to the other parties. In
      connection therewith, the Seller shall repurchase or, subject to the limitations
      set forth in Section 2.03(e), substitute one or more Qualified Substitute
      Mortgage Loans for the affected Mortgage Loan within 90 days of the earlier
      of
      discovery or receipt of such notice with respect to such affected Mortgage
      Loan.
      Any such repurchase or substitution shall be made in the same manner as set
      forth in Section 2.03(b) above, if made by the Seller. The Trustee shall
      reconvey to the Seller the Mortgage Loan to be released pursuant hereto in
      the
      same manner, and on the same terms and conditions, as it would a Mortgage Loan
      repurchased for breach of a representation or warranty.

     

    
      
        
        

      

      
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    (h) Notwithstanding
      the foregoing, to the extent that any fact, condition or event with respect
      to a
      Mortgage Loan constitutes a breach of both (i) a representation or warranty
      of
      the applicable Originator under the applicable Purchase Agreement and (ii)
      a
      representation or warranty of the Seller under this Agreement, in each case,
      which materially adversely affects the value of such Mortgage Loan or the
      interest therein of the Certificateholders, the Trustee shall first request
      that
      the Originator cure such breach or repurchase such Mortgage Loan and if the
      Originator fails to cure such breach or repurchase such Mortgage Loan within
      60
      days of receipt of such request from the Trustee, the Trustee shall then request
      that the Seller cure such breach or repurchase such Mortgage Loans.

     

     

    SECTION
      2.04. Representations
      and Warranties of the Seller with Respect to the Mortgage Loans.

     

    The
      Seller hereby makes the following representations and warranties to the Trustee
      on behalf of the Certificateholders as of the Closing Date with respect to
      the
      Mortgage Loans:

     

    (i) Any
      and
      all requirements of any federal, state or local law including, without
      limitation, usury, truth in lending, real estate settlement procedures,
      predatory and abusive lending, consumer credit protection, equal credit
      opportunity, fair housing or disclosure laws applicable to the origination
      and
      servicing of mortgage loans of a type similar to the Mortgage Loans at
      origination have been complied with;

     

    (ii) No
      Mortgage Loan is (a)(1) subject to the provisions of the Homeownership and
      Equity Protection Act of 1994 as amended (“HOEPA”) or (2) has an annual
      percentage rate (“APR”) or total points and fees that are equal to or exceeds
      the HOEPA thresholds (as defined in 12 CFR 226.32 (a)(1)(i) and (ii)), (b)
      a
“high cost” mortgage loan, “covered” mortgage loan, “high risk home” mortgage
      loan, or “predatory” mortgage loan or any other comparable term, no matter how
      defined under any federal, state or local law, (c) subject to any comparable
      federal, state or local statutes or regulations, or any other statute or
      regulation providing for assignee liability to holders of such mortgage loans,
      or (d) a High Cost Loan or Covered Loan, as applicable (as such terms are
      defined in the current Standard & Poor’s LEVELS® Glossary Revised, Appendix
      E); 

     

    (iii) With
      respect to each representation and warranty with respect to any Mortgage Loan
      made by the related Originator in the related Purchase Agreement that is made
      as
      of the related Closing Date (as defined in the related Purchase Agreement),
      to
      the Seller’s knowledge, no event has occurred since the related Closing Date (as
      defined in the related Purchase Agreement) that would render such
      representations and warranties to be untrue in any material respect as of the
      Closing Date; 

     

    
      
        
        

      

      
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    (iv) [reserved];

     

    (v) No
      Mortgagor obtained a prepaid single premium credit insurance policy (e.g.,
      life,
      mortgage, disability, accident, unemployment or health insurance product) or
      debt cancellation agreement in connection with the origination of the Mortgage
      Loan. No proceeds from any Mortgage Loan were used to purchase single premium
      credit insurance policies or debt cancellation agreements as part of the
      origination of, or as a condition to closing, such Mortgage Loan;

     

    (vi) The
      Mortgage Loan complies with all applicable consumer credit statutes and
      regulations, including, without limitation, the respective Uniform Consumer
      Credit Code laws in effect in Alabama, Colorado, Idaho, Indiana, Iowa, Kansas,
      Maine, Oklahoma, South Carolina, Utah, West Virginia and Wyoming, has been
      originated by a properly licensed entity, and in all other respects, complies
      with all of the material requirements of any such applicable laws;

     

    (vii) The
      Seller has fully and accurately furnished complete information (i.e., favorable
      and unfavorable) on the related borrower credit files to Equifax, Experian
      and
      Trans Union Credit Information Company, in accordance with the Fair Credit
      Reporting Act and its implementing regulations, on a monthly basis and, for
      each
      Mortgage Loan;

     

    (viii) No
      Mortgage Loan is secured by real property or secured by a manufactured home
      located in the state of Georgia unless (x) such Mortgage Loan was originated
      prior to October 1, 2002 or after March 6, 2003, or (y) the property securing
      the Mortgage Loan is not, nor will be, occupied by the Mortgagor as the
      Mortgagor’s principal dwelling. No Mortgage Loan is a “High Cost Home Loan” as
      defined in the Georgia Fair Lending Act, as amended (the “Georgia Act”). Each
      Mortgage Loan that is a “Home Loan” under the Georgia Act complies with all
      applicable provisions of the Georgia Act. No Mortgage Loan secured by owner
      occupied real property or an owner occupied manufactured home located in the
      State of Georgia was originated (or modified) on or after October 1, 2002
      through and including March 6, 2003;

     

    (ix) No
      Mortgage Loan is a “High-Cost” loan as defined under the New York Banking Law
      Section 6-1, effective as of April 1, 2003;

     

    (x) No
      Mortgage Loan (a) is secured by property located in the State of New York;
      (b)
      had an unpaid principal balance at origination of $300,000 or less, and (c)
      has
      an application date on or after April 1, 2003, the terms of which Mortgage
      Loan
      equal or exceed either the APR or the points and fees threshold for “high-cost
      home loans”, as defined in Section 6-1 of the New York State Banking
      Law;

     

    (xi) No
      Mortgage Loan is a “High Cost Home Loan” as defined in the Arkansas Home Loan
      Protection Act effective July 16, 2003 (Act 1340 or 2003);

     

    
      
        
        

      

      
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    (xii) No
      Mortgage Loan is a “High Cost Home Loan” as defined in the Kentucky high-cost
      loan statute effective June 24, 2003 (Ky. Rev. Stat.
      Section 360.100);

     

    (xiii) No
      Mortgage Loan secured by property located in the State of Nevada is a “home
      loan” as defined in the Nevada Assembly Bill No. 284;

     

    (xiv) No
      Mortgage Loan is a “manufactured housing loan” or “home improvement home loan”
pursuant to the New Jersey Home Ownership Act. No Mortgage Loan is a “High-Cost
      Home Loan” or a refinanced “Covered Home Loan,” in each case, as defined in the
      New Jersey Home Ownership Act effective November 27, 2003 (N.J.S.A. 46;10B-22
      et
      seq.);

     

    (xv) No
      Mortgage Loan is a subsection 10 mortgage under the Oklahoma Home Ownership
      and
      Equity protection Act;

     

    (xvi) No
      Mortgage Loan is a “High-Cost Home Loan” as defined in the New Mexico Home Loan
      Protection Act effective January 1, 2004 (N.M. Stat. Ann. §§ 58-21A-1 et
      seq.);

     

    (xvii) No
      Mortgage Loan is a “High-Risk Home Loan” as defined in the Illinois High-Risk
      Home Loan Act effective January 1, 2004 (815 Ill. Comp. Stat. 137/1 et
      seq.);

     

    (xviii) No
      Mortgage Loan that is secured by property located within the State of Maine
      meets the definition of a (i) “high-rate, high-fee” mortgage loan under Article
      VIII, Title 9-A of the Maine Consumer Credit Code or (ii) “High-Cost Home Loan”
as defined under the Maine House Bill 383 L.D. 494, effective as of September
      13, 2003;

     

    (xix) With
      respect to any Mortgage Loan for which a mortgage loan application was submitted
      by the Mortgagor after April 1, 2004, no such Mortgage Loan secured by Mortgaged
      Property in the State of Illinois which has a Loan Rate in excess of 8.0% per
      annum has lender-imposed fees (or other charges) in excess of 3.0% of the
      original principal balance of the Mortgage Loan;

     

    (xx) No
      Mortgage Loan secured by Mortgaged Property in the state of Massachusetts is
      a
“High Cost Home Mortgage Loan” as defined in Part 40 and Part 32, 209 CMR 40.01
      et seq., effective March 22, 2001; and

     

    (xxi) No
      Loan
      is a “High Cost Home Loan” as defined by the Indiana Home Loan Practices Act,
      effective January 1, 2005 (Ind. Code Ann. §§ 24-9-1 et seq.).

     

    With
      respect to the representations and warranties incorporated in this Section
      2.04
      that are made to the best of the Seller’s knowledge or as to which the Seller
      has no knowledge, if it is discovered by the Depositor, the Seller, the Master
      Servicer or the Trustee that the substance of such representation and warranty
      is inaccurate and such inaccuracy materially and adversely affects the value
      of
      the related Mortgage Loan or the interest therein of the Certificateholders
      then, notwithstanding the Seller’s lack of knowledge with respect to the
      substance of such representation and warranty being inaccurate at the time
      the
      representation or warranty was made, such inaccuracy shall be deemed a breach
      of
      the applicable representation or warranty.

     

    
      
        
        

      

      
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    It
      is
      understood and agreed that the representations and warranties incorporated
      in
      this Section 2.04 shall survive delivery of the Mortgage Files to the Trustee
      and shall inure to the benefit of the Certificateholders notwithstanding any
      restrictive or qualified endorsement or assignment. Upon discovery by any of
      the
      Depositor, the Seller, the Master Servicer or the Trustee of a breach of any
      of
      the foregoing representations and warranties which materially and adversely
      affects the value of any Mortgage Loan or the interests therein of the
      Certificateholders, the party discovering such breach shall give prompt written
      notice to the other parties, and in no event later than two Business Days from
      the date of such discovery. It is understood and agreed that the obligations
      of
      the Seller set forth in Section 2.03(b) hereof to cure, substitute for or
      repurchase a related Mortgage Loan pursuant to the Mortgage Loan Purchase
      Agreement constitute the sole remedies available to the Certificateholders
      or to
      the Trustee on their behalf respecting a breach of the representations and
      warranties incorporated in this Section 2.04.

     

    SECTION
      2.05. [Reserved].

     

    SECTION
      2.06. Representations
      and Warranties of the Depositor.

     

    The
      Depositor represents and warrants to the Trust Fund and the Trustee on behalf
      of
      the Certificateholders and to as follows:

     

    (i) this
      agreement constitutes a legal, valid and binding obligation of the Depositor,
      enforceable against the Depositor in accordance with its terms, except as
      enforceability may be limited by applicable bankruptcy, insolvency,
      reorganization, moratorium or other similar laws now or hereafter in effect
      affecting the enforcement of creditors’ rights in general an except as such
      enforceability may be limited by general principles of equity (whether
      considered in a proceeding at law or in equity);

     

    (ii) immediately
      prior to the sale and assignment by the Depositor to the Trustee on behalf
      of
      the Trust Fund of each Mortgage Loan, the Depositor had good and marketable
      title to each Mortgage Loan (insofar as such title was conveyed to it by the
      Seller) subject to no prior lien, claim, participation interest, mortgage,
      security interest, pledge, charge or other encumbrance or other interest of
      any
      nature;

     

    (iii) as
      of the
      Closing Date, the Depositor has transferred all right, title and interest in
      the
      Mortgage Loans to the Trustee on behalf of the Trust Fund;

     

    (iv) the
      Depositor has not transferred the Mortgage Loans to the Trustee on behalf of
      the
      Trust Fund with any intent to hinder, delay or defraud any of its creditors;
      

     

    (v) the
      Depositor has been duly incorporated and is validly existing as a corporation
      in
      good standing under the laws of Delaware, with full corporate power and
      authority to own its assets and conduct its business as presently being
      conducted;

     

    (vi) the
      Depositor is not in violation of its certificate of incorporation or by-laws
      or
      in default in the performance or observance of any material obligation,
      agreement, covenant or condition contained in any contract, indenture, mortgage,
      loan agreement, note, lease or other instrument to which the Depositor is a
      party or by which it or its properties may be bound, which default might result
      in any material adverse changes in the financial condition, earnings, affairs
      or
      business of the Depositor or which might materially and adversely affect the
      properties or assets, taken as a whole, of the Depositor;

     

    
      
        
        

      

      
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    (vii) the
      execution, delivery and performance of this Agreement by the Depositor, and
      the
      consummation of the transactions contemplated hereby, do not and will not result
      in a material breach or violation of any of the terms or provisions of, or,
      to
      the knowledge of the Depositor, constitute a default under, any indenture,
      mortgage, deed of trust, loan agreement or other agreement or instrument to
      which the Depositor is a party or by which the Depositor is bound or to which
      any of the property or assets of the Depositor is subject, nor will such actions
      result in any violation of the provisions of the certificate of incorporation
      or
      by-laws of the Depositor or, to the best of the Depositor’s knowledge without
      independent investigation, any statute or any order, rule or regulation of
      any
      court or governmental agency or body having jurisdiction over the Depositor
      or
      any of its properties or assets (except for such conflicts, breaches, violations
      and defaults as would not have a material adverse effect on the ability of
      the
      Depositor to perform its obligations under this Agreement);

     

    (viii) to
      the
      best of the Depositor’s knowledge without any independent investigation, no
      consent, approval, authorization, order, registration or qualification of or
      with any court or governmental agency or body of the United States or any other
      jurisdiction is required for the issuance of the Certificates, or the
      consummation by the Depositor of the other transactions contemplated by this
      Agreement, except such consents, approvals, authorizations, registrations or
      qualifications as (a) may be required under State securities or “blue sky” laws,
      (b) have been previously obtained or (c) the failure of which to obtain would
      not have a material adverse effect on the performance by the Depositor of its
      obligations under, or the validity or enforceability of, this Agreement;
      and

     

    (ix) there
      are
      no actions, proceedings or investigations pending before or, to the Depositor’s
      knowledge, threatened by any court, administrative agency or other tribunal
      to
      which the Depositor is a party or of which any of its properties is the subject:
      (a) which if determined adversely to the Depositor would have a material adverse
      effect on the business, results of operations or financial condition of the
      Depositor; (b) asserting the invalidity of this Agreement or the Certificates;
      (c) seeking to prevent the issuance of the Certificates or the consummation
      by
      the Depositor of any of the transactions contemplated by this Agreement, as
      the
      case may be; or (d) which might materially and adversely affect the performance
      by the Depositor of its obligations under, or the validity or enforceability
      of,
      this Agreement.

     

    SECTION
      2.07. Issuance
      of Certificates.

     

    The
      Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery
      to it of the Mortgage Files, subject to the provisions of Sections 2.01 and
      2.02 hereof, together with the assignment to it of all other assets included
      in
      the Trust Fund, receipt of which is hereby acknowledged. Concurrently with
      such
      assignment and delivery and in exchange therefor, the Securities Administrator,
      pursuant to the written request of the Depositor executed by an officer of
      the
      Depositor, has caused to be executed, authenticated and delivered to or upon
      the
      order of the Depositor, the Certificates in authorized denominations. The
      interests evidenced by the Certificates constitute the entire beneficial
      ownership interest in the Trust Fund.

     

    
      
        
        

      

      
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    SECTION
      2.08. Representations
      and Warranties of the Seller.

     

    The
      Seller hereby represents and warrants to the Trustee on behalf of the
      Certificateholders that, as of the Closing Date or as of such date specifically
      provided herein:

     

    (i) The
      Seller is duly organized, validly existing and in good standing and has the
      power and authority to own its assets and to transact the business in which
      it
      is currently engaged. The Seller is duly qualified to do business and is in
      good
      standing in each jurisdiction in which the character of the business transacted
      by it or properties owned or leased by it requires such qualification and in
      which the failure to so qualify would have a material adverse effect on (a)
      its
      business, properties, assets or condition (financial or other), (b) the
      performance of its obligations under this Agreement, or (c) the value or
      marketability of the Mortgage Loans.

     

    (ii) The
      Seller has the power and authority to make, execute, deliver and perform this
      Agreement and to consummate all of the transactions contemplated hereunder
      and
      has taken all necessary action to authorize the execution, delivery and
      performance of this Agreement which is part of its official records. When
      executed and delivered, this Agreement will constitute the Seller’s legal, valid
      and binding obligations enforceable in accordance with its terms, except as
      enforcement of such terms may be limited by (1) bankruptcy, insolvency,
      reorganization, receivership, moratorium or similar laws affecting the
      enforcement of creditors’ rights generally and the rights of creditors of
      federally insured financial institutions and by the availability of equitable
      remedies, (2) general equity principles (regardless of whether such enforcement
      is considered in a proceeding in equity or at law) or (3) public policy
      considerations underlying the securities laws, to the extent that such policy
      considerations limit the enforceability of the provisions of this Agreement
      which purport to provide indemnification from securities laws
      liabilities.

     

    (iii) The
      Seller holds all necessary licenses, certificates and permits from all
      governmental authorities necessary for conducting its business as it is
      currently conducted. It is not required to obtain the consent of any other
      party
      or any consent, license, approval or authorization from, or registration or
      declaration with, any governmental authority, bureau or agency in connection
      with the execution, delivery, performance, validity or enforceability of this
      Agreement, except for such consents, licenses, approvals or authorizations,
      or
      registrations or declarations as shall have been obtained or filed, as the
      case
      may be, prior to the Closing Date.

     

    (iv) The
      execution, delivery and performance of this Agreement by the Seller will not
      conflict with or result in a breach of, or constitute a default under, any
      provision of any existing law or regulation or any order or decree of any court
      applicable to the Seller or any of its properties or any provision of its
      articles of incorporation, charter or by-laws, or constitute a material breach
      of, or result in the creation or imposition of any lien, charge or encumbrance
      upon any of its properties pursuant to any mortgage, indenture, contract or
      other agreement to which it is a party or by which it may be bound.

     

    
      
        
        

      

      
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    (v) No
      certificate of an officer, written statement or written report delivered
      pursuant to the terms hereof of the Seller contains any untrue statement of
      a
      material fact or omits to state any material fact necessary to make the
      certificate, statement or report not misleading.

     

    (vi) The
      transactions contemplated by this Agreement are in the ordinary course of the
      Seller’s business.

     

    (vii) The
      Seller is not insolvent, nor will the Seller be made insolvent by the transfer
      of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending
      insolvency of the Seller.

     

    (viii) The
      Seller is not in violation of, and the execution and delivery of this Agreement
      by the Seller and its performance and compliance with the terms of this
      Agreement will not constitute a violation with respect to, any order or decree
      of any court, or any order or regulation of any federal, state, municipal or
      governmental agency having jurisdiction, which violation would materially and
      adversely affect the Seller’s financial condition (financial or otherwise) or
      operations, or materially and adversely affect the performance of any of its
      duties hereunder.

     

    (ix) There
      are
      no actions or proceedings against the Seller, or pending or, to its knowledge,
      threatened, before any court, administrative agency or other tribunal; nor,
      to
      the Seller’s knowledge, are there any investigations (i) that, if determined
      adversely, would prohibit the Seller from entering into this Agreement, (ii)
      seeking to prevent the consummation of any of the transactions contemplated
      by
      this Agreement or (iii) that, if determined adversely, would prohibit or
      materially and adversely affect the Seller’s ability to perform any of its
      respective obligations under, or the validity or enforceability of, this
      Agreement.

     

    (x) The
      Seller did not transfer the Mortgage Loans to the Depositor with any intent
      to
      hinder, delay or defraud any of its creditors.

     

    (xi) The
      Seller acquired title to the Mortgage Loans in good faith, without notice of
      any
      adverse claims.

     

    (xii) The
      transfer, assignment and conveyance of the Mortgage Notes and the Mortgages
      by
      the Seller to the Depositor are not subject to the bulk transfer laws or any
      similar statutory provisions in effect in any applicable
      jurisdiction.

     

    SECTION
      2.09. Covenants
      of the Seller.  

     

    The
      Seller hereby covenants that, except for the transfer hereunder, the Seller
      will
      not sell, pledge, assign or transfer to any other Person, or grant, create,
      incur, assume or suffer to exist any lien on any Mortgage Loan, or any interest
      therein; the Seller will notify the Trustee, as assignee of the Depositor,
      and
      the Master Servicer of the existence of any lien on any Mortgage Loan
      immediately upon discovery thereof, and the Seller will defend the right, title
      and interest of the Trustee, as assignee of the Depositor, in, to and under
      the
      Mortgage Loans, against all claims of third parties claiming through or under
      the Seller; provided,
      however,
      that
      nothing in this Section 2.09 shall prevent or be deemed to prohibit the Seller
      from suffering to exist upon any of the Mortgage Loans any liens for municipal
      or other local taxes and other governmental charges if such taxes or
      governmental charges shall not at the time be due and payable or if the Seller
      shall currently be contesting the validity thereof in good faith by appropriate
      proceedings and shall have set aside on its books adequate reserves with respect
      thereto.

     

    
      
        
        

      

      
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    ARTICLE
      III

     

    ADMINISTRATION
      AND MASTER SERVICING OF
      THE MORTGAGE LOANS

     

    SECTION
      3.01. Master
      Servicer to Service and Administer the Mortgage Loans. 

     

    The
      Master Servicer shall supervise, monitor and oversee the obligation of the
      Servicers to service and administer their respective Mortgage Loans in
      accordance with the terms of the applicable Servicing Agreement, and shall
      have
      full power and authority to do any and all things which it may deem necessary
      or
      desirable in connection with such master servicing and administration. In
      performing its obligations hereunder, the Master Servicer shall act in a manner
      consistent with Accepted Master Servicing Practices. Furthermore, the Master
      Servicer shall oversee and consult with each Servicer as necessary from
      time-to-time to carry out the Master Servicer’s obligations hereunder, shall
      receive, review and evaluate all reports, information and other data provided
      to
      the Master Servicer by each Servicer and shall cause each Servicer to perform
      and observe the covenants, obligations and conditions to be performed or
      observed by such Servicer under the applicable Servicing Agreement. The Master
      Servicer shall independently and separately monitor each Servicer’s servicing
      activities with respect to each related Mortgage Loan, reconcile the results
      of
      such monitoring with such information provided in the previous sentence on
      a
      monthly basis and coordinate corrective adjustments to the Servicers’ and Master
      Servicer’s records, and based on such reconciled and corrected information,
      prepare the statements specified in Section 5.04 and any other information
      and
      statements required of the Master Servicer hereunder. 

     

    The
      Trustee shall furnish the Servicers and the Master Servicer with any limited
      powers of attorney and other documents in form acceptable to the Trustee,
      necessary or appropriate to enable the Servicers and the Master Servicer to
      service and administer the related Mortgage Loans and REO Property, which
      limited powers of attorney shall provide that the Trustee will not be liable
      for
      the actions or omissions of the Servicers or Master Servicer in exercising
      such
      powers. 

     

    The
      Master Servicer shall not without the Trustee’s written consent (i) initiate any
      action, suit or proceeding solely under the Trustee’s name without indicating
      the Master Servicer’s representative capacity or (ii) take any action with the
      intent to cause, and which actually does cause, the Trustee to be registered
      to
      do business in any state. The Master Servicer shall indemnify the Trustee for
      any and all costs, liabilities and expenses incurred by the Trustee in
      connection with the negligent or willful misuse of such powers of attorney
      by
      the Master Servicer.

     

    
      
        
        

      

      
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    The
      Trustee shall provide access to the records and documentation in possession
      of
      the Trustee (including in its capacity as Custodian hereunder) regarding the
      related Mortgage Loans and REO Property and the servicing thereof to the
      Certificateholders, the FDIC, and the supervisory agents and examiners of the
      FDIC, such access being afforded only upon reasonable prior written request
      and
      during normal business hours at the office of the Trustee; provided,
      however,
      that,
      unless otherwise required by law, the Trustee shall not be required to provide
      access to such records and documentation if the provision thereof would violate
      the legal right to privacy of any Mortgagor. The Trustee shall allow
      representatives of the above entities to photocopy any of the records and
      documentation and shall provide equipment for that purpose at a charge that
      covers the Trustee’s actual costs.

     

    The
      Trustee, upon the written request of the related Servicer or the Master
      Servicer, as applicable, shall execute and deliver to the related Servicer
      and
      the Master Servicer any court pleadings, requests for trustee’s sale or other
      documents necessary or desirable to (i) the foreclosure or trustee’s sale with
      respect to a Mortgaged Property; (ii) any legal action brought to obtain
      judgment against any Mortgagor on the Mortgage Note or Mortgage; (iii) obtain
      a
      deficiency judgment against the Mortgagor; or (iv) enforce any other rights
      or
      remedies provided by the Mortgage Note or Mortgage or otherwise available at
      law
      or equity.

     

    SECTION
      3.02. REMIC-Related
      Covenants. 

     

    For
      as
      long as each REMIC created hereunder shall exist, the Trustee and the Securities
      Administrator shall act in accordance herewith to treat each of such REMIC
      as a
      REMIC, and the Trustee and the Securities Administrator shall comply with any
      directions of the Depositor, the related Servicer or the Master Servicer to
      assure such continuing treatment. In particular, the Trustee, the Securities
      Administrator and the Master Servicer shall not (a) sell or knowingly permit
      the
      sale of all or any portion of the Mortgage Loans or of any investment of
      deposits in an Account unless such sale is as a result of a repurchase of the
      Mortgage Loans or is otherwise permitted pursuant to this Agreement or any
      Servicing Agreement or the Trustee has received a REMIC Opinion prepared at
      the
      expense of the Trust Fund; and (b) other than with respect to a substitution
      pursuant to the Mortgage Loan Purchase Agreement or Section 2.03 or 2.04 of
      this
      Agreement or as otherwise provided in this Agreement or any Servicing Agreement,
      as applicable, accept any contribution to any REMIC after the Startup Day
      without receipt of a REMIC Opinion.

     

    SECTION
      3.03. Monitoring
      of Servicers.

     

    (a) The
      Master Servicer shall be responsible for reporting to the Trustee (on behalf
      of
      the Trust Fund) and the Depositor the compliance by each Servicer with its
      duties under the related Servicing Agreement. In the review of each Servicer’s
      activities, the Master Servicer may rely upon an officer’s certificate of the
      Servicer with regard to such Servicer’s compliance with the terms of its
      Servicing Agreement. In the event that the Master Servicer, in its judgment,
      determines that a Servicer should be terminated in accordance with its Servicing
      Agreement, or that a notice should be sent pursuant to such Servicing Agreement
      with respect to the occurrence of an event that, unless cured, would constitute
      grounds for such termination, the Master Servicer shall notify the Depositor
      and
      the Trustee thereof, and the Master Servicer shall issue such notice or take
      such other action as it deems appropriate.
      

     

    
      
        
        

      

      
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    (b) The
      Master Servicer, for the benefit of the Trust Fund and the Certificateholders,
      shall (acting as agent of the Trust Fund when enforcing the Trust Fund’s rights
      under each Servicing Agreement) (i) enforce the obligations of each Servicer
      under the related Servicing Agreement, and (ii) in the event that a Servicer
      fails to perform its obligations in accordance with the related Servicing
      Agreement, subject to the preceding paragraph, terminate the rights and
      obligations of such Servicer thereunder and act as servicer of the related
      Mortgage Loans or enter into a new Servicing Agreement with a successor Servicer
      selected by the Master Servicer which the Master Servicer shall cause the
      Trustee to acknowledge; provided,
      however,
      it is
      understood and acknowledged by the parties hereto that there will be a period
      of
      transition (not to exceed 90 days) before the actual servicing functions can
      be
      fully transferred to such successor Servicer. Such enforcement, including,
      without limitation, the legal prosecution of claims, termination of Servicing
      Agreements and the pursuit of other appropriate remedies, shall be in such
      form
      and carried out to such an extent and at such time as the Master Servicer,
      in
      its good faith business judgment, would require were it the owner of the related
      Mortgage Loans. The Master Servicer shall pay the costs of such enforcement
      at
      its own expense except as provided below, provided that the Master Servicer
      shall not be required to prosecute or defend any legal action except to the
      extent that the Master Servicer shall have received reasonable indemnity for
      its
      costs and expenses in pursuing such action from the Trust Fund.

     

    (c) To
      the
      extent that the costs and expenses of the Master Servicer related to any
      termination of a Servicer, appointment of a successor Servicer or the transfer
      and assumption of servicing by the Master Servicer or a successor Servicer
      with
      respect to any Servicing Agreement (including, without limitation, (i) all
      reasonable legal costs and expenses and all due diligence costs and expenses
      associated with an evaluation of the potential termination of the Servicer
      as a
      result of an event of default by such Servicer and (ii) all reasonable costs
      and
      expenses associated with the complete transfer of servicing, including all
      servicing files and all servicing data and the completion, correction or
      manipulation of such servicing data as may be required by the successor servicer
      to correct any errors or insufficiencies in the servicing data or otherwise
      to
      enable the successor servicer to service the Mortgage Loans in accordance with
      the related Servicing Agreement) are not fully and timely reimbursed by the
      terminated Servicer, the Master Servicer shall be entitled to reimbursement
      of
      such reasonable costs and expenses from the Distribution Account.

     

    (d) The
      Master Servicer shall require each Servicer to comply with the remittance
      requirements and other obligations set forth in the related Servicing
      Agreement.

     

    (e) If
      the
      Master Servicer acts as Servicer, it will not assume liability for the
      representations and warranties of the predecessor Servicer, if any, that it
      replaces or for any errors, acts or omissions of such predecessor Servicer
      occurring prior to the termination of such Servicer; provided,
      however,
      the
      Master Servicer shall not be relieved of its liability, if any, as Master
      Servicer under this Section 3.03(e).

     

    
      
        
        

      

      
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    SECTION
      3.04. Fidelity
      Bond. 

     

    The
      Master Servicer, at its expense, shall maintain in effect a blanket fidelity
      bond and an errors and omissions insurance policy, affording coverage with
      respect to all directors, officers, employees and other Persons acting on such
      Master Servicer’s behalf, and covering errors and omissions in the performance
      of the Master Servicer’s obligations hereunder. The errors and omissions
      insurance policy and the fidelity bond shall be in such form and amount
      generally acceptable for entities serving as master servicers or
      trustees.

     

    SECTION
      3.05. Power
      to Act; Procedures. 

     

    The
      Master Servicer shall master service the Mortgage Loans and shall have full
      power and authority, subject to the REMIC Provisions and the provisions of
      Article X hereof, to do any and all things that it may deem necessary or
      desirable in connection with the master servicing and administration of the
      Mortgage Loans, including but not limited to the power and authority (i) to
      execute and deliver, on behalf of the Certificateholders, the Trust Fund and
      the
      Trustee, customary consents or waivers and other instruments and documents,
      (ii)
      to consent to transfers of any Mortgaged Property and assumptions of the
      Mortgage Notes and related Mortgages, (iii) to collect any Insurance Proceeds,
      Liquidation Proceeds and Recoveries, and (iv) to effectuate, either in its
      own
      name on behalf of the Trust Fund, or in the name of the Trust Fund, foreclosure
      or other conversion of the ownership of the Mortgaged Property securing any
      Mortgage Loan, in each case, in accordance with the provisions of this Agreement
      and the related Servicing Agreement, as applicable; provided,
      however,
      that
      the Master Servicer shall not (and, consistent with its responsibilities under
      Section 3.03, shall not permit any Servicer to) knowingly or intentionally
      take
      any action, or fail to take (or fail to cause to be taken) any action reasonably
      within its control and the scope of duties more specifically set forth herein,
      that, under the REMIC Provisions, if taken or not taken, as the case may be,
      would result in an Adverse REMIC Event unless the Master Servicer has received
      an Opinion of Counsel (but not at the expense of the Master Servicer) to the
      effect that the contemplated action will not result in an Adverse REMIC Event.
      The Trustee shall furnish the Master Servicer, upon written request from a
      Servicing Officer, with any limited powers of attorney empowering the Master
      Servicer or any Servicer to execute and deliver instruments of satisfaction
      or
      cancellation, or of partial or full release or discharge, and to foreclose
      upon
      or otherwise liquidate Mortgaged Property, and to appeal, prosecute or defend
      in
      any court action relating to the Mortgage Loans or the Mortgaged Property,
      in
      accordance with the applicable Servicing Agreement and this Agreement, and
      the
      Trustee shall execute and deliver such other documents, as the Master Servicer
      may request, to enable the Master Servicer to master service and administer
      the
      Mortgage Loans and carry out its duties hereunder, in each case in accordance
      with Accepted Master Servicing Practices (and the Trustee shall have no
      liability for misuse of any such powers of attorney by the Master Servicer
      or
      any Servicer). In instituting foreclosures or similar proceedings, the Master
      Servicer shall institute such proceedings either in its own name on behalf
      of
      the Trust Fund, or in the name of the Trust Fund (or cause the related Servicer,
      pursuant to the related Servicing Agreement, to institute such proceedings
      either in the name of such Servicer on behalf of the Trust, or in the name
      of
      the Trust Fund), unless otherwise required by law or otherwise appropriate.
      If
      the Master Servicer or the Trustee has been advised that it is likely that
      the
      laws of the state in which action is to be taken prohibit such action if taken
      in the name of the Trust Fund or the Trustee on its behalf or that the Trust
      Fund or the Trustee, as applicable, would be adversely affected under the “doing
      business” or tax laws of such state if such action is taken in its name, the
      Master Servicer shall join with the Trustee, on behalf of the Trust Fund, in
      the
      appointment of a co-trustee pursuant to Section 8.10 hereof. In the performance
      of its duties hereunder, the Master Servicer shall be an independent contractor
      and shall not, except in those instances where it is taking action in the name
      of the Trustee, be deemed to be the agent of the Trustee on behalf of the Trust
      Fund.

     

    
      
        
        

      

      
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    SECTION
      3.06. Due-on-Sale
      Clauses; Assumption Agreements. 

     

    To
      the
      extent provided in the applicable Servicing Agreement and to the extent Mortgage
      Loans contain enforceable due-on-sale clauses, the Master Servicer shall cause
      the Servicers to enforce such clauses in accordance with the applicable
      Servicing Agreement. If applicable law prohibits the enforcement of a
      due-on-sale clause or such clause is otherwise not enforced in accordance with
      the applicable Servicing Agreement, and, as a consequence, a Mortgage Loan
      is
      assumed, the original Mortgagor may be released from liability in accordance
      with the applicable Servicing Agreement.

     

    SECTION
      3.07. Release
      of Mortgage Files. 

     

    (a) Upon
      becoming aware of the payment in full of any Mortgage Loan, or the receipt
      by
      any Servicer of a notification that payment in full has been escrowed in a
      manner customary for such purposes for payment to Certificateholders on the
      next
      Distribution Date, the Servicer will, if required under the applicable Servicing
      Agreement, promptly furnish to the Custodian, on behalf of the Trustee, two
      copies of a certification substantially in the form of Exhibit F hereto signed
      by a Servicing Officer or in a mutually agreeable electronic format which will,
      in lieu of a signature on its face, originate from a Servicing Officer (which
      certification shall include a statement to the effect that all amounts received
      in connection with such payment that are required to be deposited in the related
      Servicing Account maintained by the applicable Servicer pursuant to Section
      4.01
      or by the applicable Servicer pursuant to its Servicing Agreement have been
      or
      will be so deposited) and shall request that the Trustee (or the Custodian,
      on
      behalf of the Trustee) deliver to the applicable Servicer the related Mortgage
      File. Upon receipt of such certification and request, the Trustee (or the
      Custodian, on behalf of the Trustee), shall promptly release the related
      Mortgage File to the applicable Servicer and the Trustee (and the Custodian,
      if
      applicable) shall have no further responsibility with regard to such Mortgage
      File. Upon any such payment in full, each Servicer is authorized, to give,
      as
      agent for the Trustee, as the mortgagee under the Mortgage that secured the
      Mortgage Loan, an instrument of satisfaction (or assignment of mortgage without
      recourse) regarding the Mortgaged Property subject to the Mortgage, which
      instrument of satisfaction or assignment, as the case may be, shall be delivered
      to the Person or Persons entitled thereto against receipt therefor of such
      payment, it being understood and agreed that no expenses incurred in connection
      with such instrument of satisfaction or assignment, as the case may be, shall
      be
      chargeable to the related Servicing Account.

     

    
      
        
        

      

      
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    (b) From
      time
      to time and as appropriate for the servicing or foreclosure of any Mortgage
      Loan
      and in accordance with the applicable Servicing Agreement, the Trustee shall
      execute such documents as shall be prepared and furnished to the Trustee by
      a
      Servicer or the Master Servicer (in form reasonably acceptable to the Trustee)
      and as are necessary to the prosecution of any such proceedings. The Trustee
      (or
      the Custodian, on behalf of the Trustee), shall, upon the request of a Servicer
      or the Master Servicer, and upon delivery to the Trustee (or the Custodian,
      on
      behalf of the Trustee) of two copies of a request for release signed by a
      Servicing Officer substantially in the form of Exhibit F (or in a mutually
      agreeable electronic format which will, in lieu of a signature on its face,
      originate from a Servicing Officer), release the related Mortgage File held
      in
      its possession or control to the Servicer or the Master Servicer, as applicable.
      Such trust receipt shall obligate the Servicer or the Master Servicer to return
      the Mortgage File to the Trustee (or the Custodian on behalf of the Trustee)
      when the need therefor by the Servicer or the Master Servicer no longer exists
      unless the Mortgage Loan shall be liquidated, in which case, upon receipt of
      a
      certificate of a Servicing Officer similar to that hereinabove specified, the
      Mortgage File shall be released by the Trustee (or the Custodian, on behalf
      of
      the Trustee), to the Servicer or the Master Servicer.

     

    SECTION
      3.08. Documents,
      Records and Funds in Possession of Master Servicer to be Held for Trust
      Fund. 

     

    (a) The
      Master Servicer shall transmit and each Servicer (to the extent required by
      the
      related Servicing Agreement) shall transmit to the Trustee (or Custodian) such
      documents and instruments coming into the possession of the Master Servicer
      or
      such Servicer from time to time as are required by the terms hereof or, in
      the
      case of the Servicers, by the applicable Servicing Agreement, to be delivered
      to
      the Trustee (or Custodian). Any funds received by the Master Servicer or by
      a
      Servicer in respect of any Mortgage Loan or which otherwise are collected by
      the
      Master Servicer or by a Servicer as Liquidation Proceeds, Insurance Proceeds
      or
      Recoveries in respect of any Mortgage Loan shall be held for the benefit of
      the
      Trust Fund and the Certificateholders, subject to the Master Servicer’s right to
      retain or withdraw from the Distribution Account the Master Servicing Fee,
      any
      additional compensation pursuant to Section 3.14 and any other amounts provided
      in this Agreement, and to the right of each Servicer to retain its Servicing
      Fee
      and any other amounts as provided in the applicable Servicing Agreement. The
      Master Servicer shall, and (to the extent provided in the applicable Servicing
      Agreement) shall cause each Servicer to, provide access to information and
      documentation regarding the Mortgage Loans to the Trustee, its agents and
      accountants at any time upon reasonable request and during normal business
      hours, and to Certificateholders that are savings and loan associations, banks
      or insurance companies, the Office of Thrift Supervision, the FDIC and the
      supervisory agents and examiners of such Office and Corporation or examiners
      of
      any other federal or state banking or insurance regulatory authority if so
      required by applicable regulations of the Office of Thrift Supervision or other
      regulatory authority, such access to be afforded without charge but only upon
      reasonable request in writing and during normal business hours at the offices
      of
      the Master Servicer designated by it. In fulfilling such a request the Master
      Servicer shall not be responsible for determining the sufficiency of such
      information.

     

    (b) All
      Mortgage Files and funds collected or held by, or under the control of, the
      Master Servicer, in respect of any Mortgage Loans, whether from the collection
      of principal and interest payments or from Liquidation Proceeds, Insurance
      Proceeds or Recoveries, shall be held by the Master Servicer for and on behalf
      of the Trust Fund and the Certificateholders and shall be and remain the sole
      and exclusive property of the Trust Fund; provided,
      however,
      that
      the Master Servicer and each Servicer shall be entitled to setoff against,
      and
      deduct from, any such funds any amounts that are properly due and payable to
      the
      Master Servicer or such Servicer under this Agreement or the applicable
      Servicing Agreement.

     

    
      
        
        

      

      
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    SECTION
      3.09. Standard
      Hazard Insurance and Flood Insurance Policies

     

    (a) For
      each
      Mortgage Loan (other than a Cooperative Loan), the Master Servicer shall enforce
      any obligation of the Servicers under the related Servicing Agreements to
      maintain or cause to be maintained standard fire and casualty insurance and,
      where applicable, flood insurance, all in accordance with the provisions of
      the
      related Servicing Agreements. It is understood and agreed that such insurance
      shall be with insurers meeting the eligibility requirements set forth in the
      applicable Servicing Agreement and that no earthquake or other additional
      insurance is to be required of any Mortgagor or to be maintained on property
      acquired in respect of a defaulted loan, other than pursuant to such applicable
      laws and regulations as shall at any time be in force and as shall require
      such
      additional insurance.

     

    (b) Pursuant
      to Sections 4.01 and 4.02, any amounts collected by any Servicer or the Master
      Servicer under any insurance policies (other than amounts to be applied to
      the
      restoration or repair of the property subject to the related Mortgage or
      released to the Mortgagor in accordance with the applicable Servicing Agreement)
      shall be deposited into the Distribution Account, subject to withdrawal pursuant
      to Sections 4.02 and 4.03. Any cost incurred by the Master Servicer or any
      Servicer in maintaining any such insurance if the Mortgagor defaults in its
      obligation to do so shall be added to the amount owing under the Mortgage Loan
      where the terms of the Mortgage Loan so permit; provided,
      however,
      that
      the addition of any such cost shall not be taken into account for purposes
      of
      calculating the distributions to be made to Certificateholders and shall be
      recoverable by the Master Servicer or such Servicer pursuant to Sections 4.02
      and 4.03.

     

    SECTION
      3.10. Presentment
      of Claims and Collection of Proceeds. 

     

    The
      Master Servicer shall (to the extent provided in the applicable Servicing
      Agreement) cause the related Servicer to prepare and present on behalf of the
      Trustee, the Trust Fund and the Certificateholders all claims under the
      Insurance Policies and take such actions (including the negotiation, settlement,
      compromise or enforcement of the insured’s claim) as shall be necessary to
      realize recovery under such policies. Any proceeds disbursed to the Master
      Servicer (or disbursed to a Servicer and remitted to the Master Servicer) in
      respect of such policies, bonds or contracts shall be promptly deposited in
      the
      Distribution Account upon receipt, except that any amounts realized that are
      to
      be applied to the repair or restoration of the related Mortgaged Property as
      a
      condition precedent to the presentation of claims on the related Mortgage Loan
      to the insurer under any applicable Insurance Policy need not be so deposited
      (or remitted).

     

    
      
        
        

      

      
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    SECTION
      3.11. Maintenance
      of the Primary Insurance Policies. 

     

    (a) The
      Master Servicer shall not take, or permit any Servicer (to the extent such
      action is prohibited under the applicable Servicing Agreement) to take, any
      action that would result in noncoverage under any applicable Primary Insurance
      Policy of any loss which, but for the actions of such Master Servicer or
      Servicer, would have been covered thereunder. The Master Servicer shall use
      its
      best reasonable efforts to cause each Servicer (to the extent required under
      the
      related Servicing Agreement) to keep in force and effect (to the extent that
      the
      Mortgage Loan requires the Mortgagor to maintain such insurance), primary
      mortgage insurance applicable to each Mortgage Loan (including any lender-paid
      Primary Insurance Policy) in accordance with the provisions of this Agreement
      and the related Servicing Agreement, as applicable. The Master Servicer shall
      not, and shall not permit any Servicer (to the extent required under the related
      Servicing Agreement) to, cancel or refuse to renew any such Primary Insurance
      Policy that is in effect at the date of the initial issuance of the Mortgage
      Note and is required to be kept in force hereunder except in accordance with
      the
      provisions of this Agreement and the related Servicing Agreement, as
      applicable.

     

    (b) The
      Master Servicer agrees to cause each Servicer (to the extent required under
      the
      related Servicing Agreement) to present, on behalf of the Trustee, the Trust
      and
      the Certificateholders, claims to the insurer under any Primary Insurance
      Policies and, in this regard, to take such reasonable action as shall be
      necessary to permit recovery under any Primary Insurance Policies respecting
      defaulted Mortgage Loans. Pursuant to Section 4.01, any amounts collected by
      the
      Servicer under any Primary Insurance Policies shall be remitted to the
      Securities Administrator for deposit in the Distribution Account, subject to
      withdrawal pursuant to Section 4.03.

     

    SECTION
      3.12. Trustee
      to Retain Possession of Certain Insurance Policies and Documents.

     

    The
      Trustee (or the Custodian, as directed by the Trustee), shall retain possession
      and custody of the originals (to the extent available) of any Primary Insurance
      Policies or certificate of insurance if applicable and available, and any
      certificates of renewal as to the foregoing as may be issued from time to time
      as contemplated by this Agreement and which come into its possession. Until
      all
      amounts distributable in respect of the Certificates have been distributed
      in
      full and the Master Servicer otherwise has fulfilled its obligations under
      this
      Agreement, the Trustee (or the applicable Custodian, as directed by the Trustee)
      shall also retain possession and custody of each Mortgage File in accordance
      with and subject to the terms and conditions of this Agreement. The Master
      Servicer shall promptly deliver or cause to be delivered to the Trustee (or
      the
      Custodian, as directed by the Trustee), upon the execution or receipt thereof
      the originals of any Primary Insurance Policies, any certificates of renewal,
      and such other documents or instruments that constitute portions of the Mortgage
      File that come into the possession of the Master Servicer from time to
      time.

     

    
      
        
        

      

      
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    SECTION
      3.13. Realization
      Upon Defaulted Mortgage Loans.

     

    The
      Master Servicer shall cause each Servicer (to the extent required under the
      related Servicing Agreement) to foreclose upon, repossess or otherwise
      comparably convert the ownership of Mortgaged Properties securing such of the
      Mortgage Loans as come into and continue in default and as to which no
      satisfactory arrangements can be made for collection of delinquent payments,
      all
      in accordance with the applicable Servicing Agreement.

     

    SECTION
      3.14. Additional
      Compensation to the Master Servicer. 

     

    In
      addition to the Master Servicing Fee, pursuant to Article IV, certain income
      and
      gain realized from any investment of funds in the Distribution Account shall
      be
      for the benefit of the Master Servicer as additional compensation. Servicing
      compensation in the form of assumption fees, if any, late payment charges,
      as
      collected, if any, or otherwise (including any Prepayment Penalty Amounts)
      shall
      be retained by the applicable Servicer, or the Master Servicer, and shall not
      be
      deposited in the related Servicing Account or the Distribution Account. The
      Master Servicer shall be required to pay all expenses incurred by it in
      connection with its activities hereunder and shall not be entitled to
      reimbursement therefor except as provided in this Agreement. The amount of
      the
      aggregate compensation payable as set forth in this Section 3.14 plus the Master
      Servicing Fee due to the Master Servicer in respect of any Distribution Date
      shall be reduced in accordance with Section 5.06.

     

    SECTION
      3.15. REO
      Property. 

     

    (a) In
      the
      event the Trust Fund (or the Trustee, on behalf of the Trust), acquires
      ownership of any REO Property in respect of any related Mortgage Loan, the
      deed
      or certificate of sale shall be issued to the Trust Fund, or if required under
      applicable law, to the Trustee, or to its nominee, on behalf of the Trust Fund.
      The Master Servicer shall, to the extent provided in the applicable Servicing
      Agreement, cause the applicable Servicer to sell any REO Property as
      expeditiously as possible (and in no event later than three years after
      acquisition) and in accordance with the provisions of this Agreement and the
      related Servicing Agreement, as applicable. Pursuant to its efforts to sell
      such
      REO Property, the Master Servicer shall cause the applicable Servicer to protect
      and conserve such REO Property in the manner and to the extent required by
      the
      applicable Servicing Agreement, in accordance with the REMIC Provisions and
      in a
      manner that does not result in a tax on “net income from foreclosure property”
or cause such REO Property to fail to qualify as “foreclosure property” within
      the meaning of Section 860G(a)(8) of the Code.

     

    (b) The
      Master Servicer shall, to the extent required by the related Servicing
      Agreement, cause the applicable Servicer to deposit all funds collected and
      received in connection with the operation of any REO Property in the related
      Servicing Account.

     

    (c) The
      Master Servicer and the applicable Servicer, upon the final disposition of
      any
      REO Property, shall be entitled to reimbursement for any related unreimbursed
      Advances and other unreimbursed advances as well as any unpaid Servicing Fees
      from Liquidation Proceeds received in connection with the final disposition
      of
      such REO Property; provided, that any such unreimbursed Advances as well as
      any
      unpaid Servicing Fees may be reimbursed or paid, as the case may be, prior
      to
      final disposition, out of any net rental income or other net amounts derived
      from such REO Property.

     

    
      
        
        

      

      
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    (d) To
      the
      extent provided in the related Servicing Agreement, the Liquidation Proceeds
      from the final disposition of the REO Property, net of any payment to the Master
      Servicer and the applicable Servicer as provided above shall be deposited in
      the
      related Servicing Account on or prior to the applicable Determination Date
      in
      the month following receipt thereof and be remitted by wire transfer in
      immediately available funds to the Master Servicer for deposit into the
      Distribution Account on the next succeeding Servicer Remittance
      Date.

     

    SECTION
      3.16. Assessments
      of Compliance and Attestation Reports.

     

    (a) Assessments
      of Compliance.

     

    (i) By
      March
      10 (with a 5 calendar day cure period) of each year, commencing in March 2007,
      the Master Servicer, the Securities Administrator and the Trustee, in its
      capacity as a Custodian (to the extent it is also acting as custodian), each
      at
      its own expense, shall furnish, and each such party shall cause any Servicing
      Function Participant engaged by it to furnish or otherwise make available,
      each
      at its own expense, to the Securities Administrator and the Depositor (provided
      that the Master Servicer shall furnish copies of each such report received
      by it
      from the Servicers to the Depositor), a report on an assessment of compliance
      with the Relevant Servicing Criteria that contains (A) a statement by such
      party
      of its responsibility for assessing compliance with the Relevant Servicing
      Criteria, (B) a statement that such party used the Servicing Criteria to assess
      compliance with the Relevant Servicing Criteria, (C) such party’s assessment of
      compliance with the Relevant Servicing Criteria as of and for the fiscal year
      covered by the Form 10-K required to be filed pursuant to Section 3.19(b) and
      for each fiscal year thereafter, whether or not a Form 10-K is required to
      be
      filed, including, if there has been any material instance of noncompliance
      with
      the Relevant Servicing Criteria, a discussion of each such failure and the
      nature and status thereof, and (D) a statement that a registered public
      accounting firm has issued an attestation report on such party’s assessment of
      compliance with the Relevant Servicing Criteria as of and for such period.
      

    


    (ii) No
      later
      than the end of each fiscal year for the Trust Fund for which a 10-K is required
      to be filed, the Master Servicer and the Trustee, in its capacity as Custodian,
      shall each forward to the Securities Administrator and the Depositor the name
      of
      each Servicing Function Participant engaged by it and what Relevant Servicing
      Criteria will be addressed in the report on assessment of compliance prepared
      by
      such Servicing Function Participant (provided, however, that the Master Servicer
      need not provide such information to the Securities Administrator so long as
      the
      Master Servicer and Securities Administrator are the same Person). When the
      Master Servicer, the Trustee, in its capacity as Custodian, and the Securities
      Administrator (or any Servicing Function Participant engaged by them) submit
      their assessments to the Securities Administrator, such parties will also at
      such time include the assessment (and attestation pursuant to subsection (b)
      of
      this Section 3.16) of each Servicing Function Participant engaged by
      it.

    


    
      
        
        

      

      
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    (iii) Promptly
      after receipt of each such report on assessment of compliance, (i) the Depositor
      shall review each such report and, if applicable, consult with the Master
      Servicer, the Securities Administrator, the Trustee, in its capacity as
      Custodian, and any Servicing Function Participant engaged by such parties as
      to
      the nature of any material instance of noncompliance with the Relevant Servicing
      Criteria by each such party, and (ii) the Securities Administrator shall confirm
      that the assessments, taken as a whole, address all of the Servicing Criteria
      and taken individually address the Relevant Servicing Criteria for each party
      as
      set forth on Exhibit Q and on any similar exhibit set forth in each Servicing
      Agreement in respect of each Servicer and notify the Depositor of any
      exceptions.

    


    (iv) The
      Master Servicer shall include all annual reports on assessment of compliance
      received by it from the Servicer (or the Subservicer on its behalf) with its
      own
      assessment of compliance to be submitted to the Securities Administrator
      pursuant to this Section.

    


    (v) In
      the
      event the Master Servicer, the Securities Administrator, the Trustee in its
      capacity as a Custodian (to the extent it is also acting as custodian) or any
      Servicing Function Participant engaged by such party is terminated, assigns
      its
      rights and obligations under or resigns pursuant to the terms of this Agreement,
      or any other applicable agreement, as the case may be, such party shall provide
      a report on assessment of compliance pursuant to this Section 3.16(a) or to
      such
      other applicable agreement, notwithstanding any such termination, assignment
      or
      resignation.

    


    (b) Attestation
      Reports.

     

    (i) By
      March
      10 (with a 5 calendar day cure period) of each year, commencing in March 2007,
      the Master Servicer, the Securities Administrator, the Trustee, in its capacity
      as Custodian, each at its own expense, shall cause, and each such party shall
      cause any Servicing Function Participant engaged by it to cause, each at its
      own
      expense, a registered public accounting firm (which may also render other
      services to the Master Servicer, the Trustee, in its capacity as Custodian,
      the
      Securities Administrator, or such other Servicing Function Participants, as
      the
      case may be) and that is a member of the American Institute of Certified Public
      Accountants to furnish a report to the Securities Administrator and the
      Depositor, to the effect that (i) it has obtained a representation regarding
      certain matters from the management of such party, which includes an assertion
      that such party has complied with the Relevant Servicing Criteria, and (ii)
      on
      the basis of an examination conducted by such firm in accordance with standards
      for attestation engagements issued or adopted by the PCAOB, it is expressing
      an
      opinion as to whether such party’s compliance with the Relevant Servicing
      Criteria was fairly stated in all material respects, or it cannot express an
      overall opinion regarding such party’s assessment of compliance with the
      Relevant Servicing Criteria. In the event that an overall opinion cannot be
      expressed, such registered public accounting firm shall state in such report
      why
      it was unable to express such an opinion. Such report must be available for
      general use and not contain restricted use language. 

    


    
      
        
        

      

      
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    (ii) Promptly
      after receipt of each such assessment of compliance and attestation report
      the
      Securities Administrator shall confirm that each assessment submitted pursuant
      to subsection (a) of this Section 3.16 is coupled with an attestation meeting
      the requirements of this Section and notify the Depositor of any
      exceptions.

    


    (iii) The
      Master Servicer shall include each such attestation furnished to it by the
      servicers with its own attestation to be submitted to the Securities
      Administrator pursuant to this Section. 

    


    (iv) In
      the
      event the Master Servicer, the Securities Administrator, the Trustee in its
      capacity as a Custodian (to the extent it is also acting as custodian) or any
      servicer or any Servicing Function Participant engaged by such party is
      terminated, assigns its rights and duties under or resigns pursuant to the
      terms
      of this Agreement, or any applicable custodial agreement, servicing agreement
      or
      subservicing agreement, as the case may be, such party shall cause a registered
      public accounting firm to provide an attestation pursuant to this Section 3.16
      notwithstanding any such termination, assignment or
      resignation.


     

    SECTION
      3.17. Annual
      Compliance Statement. 

     

    The
      Master Servicer and the Securities Administrator shall deliver (and the Master
      Servicer and Securities Administrator shall cause any or Servicing Function
      Participant engaged by it to deliver) to the Depositor and the Securities
      Administrator on or before March 10 (with a 5 calendar day cure period) of
      each
      year, commencing in March 2007, an Officer’s Certificate stating, as to the
      signer thereof, that (A) a review of such party’s activities during the
      preceding calendar year or portion thereof and of such party’s performance under
      this Agreement, or such other applicable agreement in the case of a Servicing
      Function Participant, has been made under such officer’s supervision and (B) to
      the best of such officer’s knowledge, based on such review, such party has
      fulfilled all its obligations under this Agreement, or such other applicable
      agreement in the case of a Servicing Function Participant, in all material
      respects throughout such year or portion thereof, or, if there has been a
      failure to fulfill any such obligation in any material respect, specifying
      each
      such failure known to such officer and the nature and status
      thereof.

     

    The
      Master Servicer shall include all annual statements of compliance received
      by it
      from the Servicer with its own annual statement of compliance to be submitted
      to
      the Securities Administrator pursuant to this Section.

     

    In
      the
      event the Master Servicer, the Securities Administrator or any Servicing
      Function Participant engaged by parties is terminated or resigns pursuant to
      the
      terms of this Agreement, or any applicable agreement in the case of a Servicing
      Function Participant, as the case may be, such party shall provide an Officer’s
      Certificate pursuant to this Section 3.17 with respect to the period of time
      it
      was subject to this Agreement or any other applicable agreement, as the case
      may
      be.

     

    
      
        
        

      

      
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    SECTION
      3.18. Sarbanes-Oxley
      Certification. 

     

    Each
      Form
      10-K shall include a Sarbanes-Oxley Certification, required to be included
      therewith pursuant to the Sarbanes-Oxley Act. The Securities Administrator
      and
      the Master Servicer shall provide, and each such party shall cause any Servicing
      Function Participant engaged by it to provide, to the Person who signs the
      Sarbanes-Oxley Certification (the “Certifying
      Person”),
      by
      March 10 (with a 5 calendar day cure period) of each year in which the Trust
      Fund is subject to the reporting requirements of the Exchange Act and otherwise
      within a reasonable period of time upon request, a certification (each, a
“Back-Up
      Certification”)
      upon
      which the Certifying Person, the entity for which the Certifying Person acts
      as
      an officer, and such entity’s officers, directors and Affiliates (collectively
      with the Certifying Person, “Certification
      Parties”)
      can
      reasonably rely. A senior officer of the Master Servicer in charge of the master
      servicing function shall serve as the Certifying Person on behalf of the Trust.
      Such officer of the Certifying Person can be contacted by e-mail at
      cts.sec.notifications@wellsfargo.com or by facsimile at 410-715-2380. In the
      event any such party or any Servicing Function Participant engaged by such
      party
      is terminated or resigns pursuant to the terms of this Agreement, or any
      applicable subservicing agreement, as the case may be, such party shall provide
      a Back-Up Certification to the Certifying Person pursuant to this Section 3.18
      with respect to the period of time it was subject to this Agreement or any
      applicable subservicing agreement, as the case may be. Notwithstanding the
      foregoing, (i) the Master Servicer and the Securities Administrator shall not
      be
      required to deliver a Back-Up Certification to each other if both are the same
      Person and the Master Servicer is the Certifying Person and (ii) the Master
      Servicer shall not be obligated to sign the Sarbanes-Oxley Certification in
      the
      event that it does not receive any Back-Up Certification required to be
      furnished to it pursuant to this section or any Servicing Agreement or Custodial
      Agreement.

     

    SECTION
      3.19. Reports
      Filed with Securities and Exchange Commission.

     

    (a) Reports
      Filed on Form 10-D. 

     

    (i) Within
      15
      days after each Distribution Date (subject to permitted extensions under the
      Exchange Act), the Securities Administrator shall prepare and file on behalf
      of
      the Trust Fund any Form 10-D required by the Exchange Act, in form and substance
      as required by the Exchange Act. The Securities Administrator shall file each
      Form 10-D with a copy of the related Distribution Date Statement attached
      thereto. Any disclosure in addition to the Distribution Date Statement that
      is
      required to be included on Form 10-D (“Additional
      Form 10-D Disclosure”)
      shall
      be reported by the parties set forth on Exhibit O to the Securities
      Administrator and Depositor and directed and approved by the Depositor pursuant
      to the following paragraph and the Securities Administrator will have no duty
      or
      liability for any failure hereunder to determine or prepare any Additional
      Form
      10-D Disclosure, except as set forth in the next paragraph.

    


    
      
        
        

      

      
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    (ii) As
      set
      forth on Exhibit R hereto, within 5 calendar days after the related Distribution
      Date, (i) the parties to the HarborView Mortgage Loan Trust 2006-6 transaction
      shall be required to provide to the Securities Administrator and Depositor,
      to
      the extent known by a responsible officer thereof, in EDGAR-compatible form
      (which may be Word or Excel documents easily convertible to EDGAR format),
      or in
      such other form as otherwise agreed upon by the Securities Administrator and
      such party, the form and substance of any Additional Form 10-D Disclosure,
      if
      applicable, together with an Additional Disclosure Notification in the form
      of
      Exhibit U hereto (an “Additional Disclosure Notification”) and (ii) the
      Depositor will approve, as to form and substance, or disapprove, as the case
      may
      be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The
      Seller will be responsible for any reasonable fees and expenses assessed or
      incurred by the Securities Administrator in connection with including any
      Additional Form 10-D Disclosure in Form 10-D pursuant to this
      paragraph.

    


    (iii) After
      preparing the Form 10-D, the Securities Administrator shall forward
      electronically a copy of the Form 10-D to the Depositor (provided that such
      Form
      10-D includes any Additional Form 10-D Disclosure). Within two Business Days
      after receipt of such copy, but no later than the 12th
      calendar
      day after the Distribution Date, the Depositor shall notify the Securities
      Administrator in writing of any changes to or approval of such Form 10-D. In
      the
      absence of receipt of any written changes or approval, the Securities
      Administrator shall be entitled to assume that such Form 10-D is in final form
      and the Securities Administrator may proceed with the execution and filing
      of
      Form 10-D. A duly authorized representative of the Master Servicer shall sign
      each Form 10-D. If a Form 10-D cannot be filed on time or if a previously filed
      Form 10-D needs to be amended, the Securities Administrator will follow the
      procedures set forth in subsection (d)(ii) of this Section 3.19. Promptly (but
      no later than 1 Business Day) after filing with the Commission, the Securities
      Administrator will make available on its internet website a final executed
      copy
      of each Form 10-D filed by the Securities Administrator. Each party to this
      Agreement acknowledges that the performance by the Master Servicer and the
      Securities Administrator of their respective duties under this Section 3.19(a)
      related to the timely preparation, execution and filing of Form 10-D is
      contingent upon such parties strictly observing all applicable deadlines in
      the
      performance of their duties under this Section 3.19(a). Neither the Master
      Servicer nor the Securities Administrator shall have any liability for any
      loss,
      expense, damage, claim arising out of or with respect to any failure to properly
      prepare, execute and/or timely file such Form 10-D, where such failure results
      from the Securities Administrator’s inability or failure to receive, on a timely
      basis, any information from any other party hereto needed to prepare, arrange
      for execution or file such Form 10-D, not resulting from its own negligence,
      bad
      faith or willful misconduct.

    


    (b) Reports
      Filed on Form 10-K.

     

    
      
        
        

      

      
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    (i) On
      or
      prior to the 90th day after the end of each fiscal year of the Trust Fund in
      which a Form 10-K is required to be filed or such earlier date as may be
      required by the Exchange Act (the “10-K
      Filing Deadline”)
      (it
      being understood that the fiscal year for the Trust Fund ends on December
      31st
      of each
      year), commencing in March 2007, the Securities Administrator shall prepare
      and
      file on behalf of the Trust Fund a Form 10-K, in form and substance as required
      by the Exchange Act. Each such Form 10-K shall include the following items,
      in
      each case to the extent they have been delivered to the Securities Administrator
      within the applicable time frames set forth in this Agreement, the related
      Servicing Agreement and Custodial Agreement, (i) an annual compliance statement
      for each Servicer, the Master Servicer and the Securities Administrator and
      any
      Servicing Function Participant engaged by such parties (each, with each
      Custodian, a “Reporting
      Servicer”)
      as
      described under Section 3.17 and in such other agreement, (ii)(A) the annual
      reports on assessment of compliance with servicing criteria for each Reporting
      Servicer, as described under Section 3.16(a), and (B) if any Reporting
      Servicer’s report on assessment of compliance with servicing criteria described
      under Section 3.16(a) identifies any material instance of noncompliance,
      disclosure identifying such instance of noncompliance, or if any Reporting
      Servicer’s report on assessment of compliance with servicing criteria described
      under Section 3.16(a) is not included as an exhibit to such Form 10-K,
      disclosure that such report is not included and an explanation why such report
      is not included, (iii)(A) the registered public accounting firm attestation
      report for each Reporting Servicer, as described under Section 3.16(b), and
      (B)
      if any registered public accounting firm attestation report described under
      Section 3.16(b) identifies any material instance of noncompliance, disclosure
      identifying such instance of noncompliance, or if any such registered public
      accounting firm attestation report is not included as an exhibit to such Form
      10-K, disclosure that such report is not included and an explanation why such
      report is not included, and (iv) a Sarbanes-Oxley Certification as described
      in
      Section 3.18 (provided, however, that the Securities Administrator, at its
      discretion, may omit from the Form 10-K any annual compliance statement,
      assessment of compliance or attestation report that is not required to be filed
      with such Form 10-K pursuant to Regulation AB). Any disclosure or information
      in
      addition to (i) through (iv) above that is required to be included on Form
      10-K
      (“Additional
      Form 10-K Disclosure”)
      shall
      be reported by the parties set forth on Exhibit O to the Depositor and
      Securities Administrator and directed and approved by the Depositor pursuant
      to
      the following paragraph and the Securities Administrator will have no duty
      or
      liability for any failure hereunder to determine or prepare any Additional
      Form
      10-K Disclosure, except as set forth in the next paragraph.

    


    (ii) As
      set
      forth on Exhibit S hereto, no later than March 10 (with a 5 calendar day cure
      period) of each year that the Trust Fund is subject to the Exchange Act
      reporting requirements, commencing in 2007, (i) the parties to the HarborView
      Mortgage Loan Trust 2006-6 transaction shall be required to provide to the
      Securities Administrator and the Depositor, to the extent known by a responsible
      officer thereof, in EDGAR-compatible form (which may be Word or Excel documents
      easily convertible to EDGAR format), or in such other form as otherwise agreed
      upon by the Securities Administrator and such party, the form and substance
      of
      any Additional Form 10-K Disclosure, if applicable, together with an Additional
      Disclosure Notification and (ii) the Depositor will approve, as to form and
      substance, or disapprove, as the case may be, the inclusion of the Additional
      Form 10-K Disclosure on Form 10-K. The Seller will be responsible for any
      reasonable fees and expenses assessed or incurred by the Securities
      Administrator in connection with including any Additional Form 10-K Disclosure
      in Form 10-K pursuant to this paragraph.

    


    
      
        
        

      

      
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    (iii) After
      preparing the Form 10-K, the Securities Administrator shall forward
      electronically a copy of the Form 10-K to the Depositor. Within three Business
      Days after receipt of such copy, but no later than March 25th,
      the
      Depositor shall notify the Securities Administrator in writing of any changes
      to
      or approval of such Form 10-K. In the absence of receipt of any written changes
      or approval, the Securities Administrator shall be entitled to assume that
      such
      Form 10-K is in final form and the Securities Administrator may proceed with
      the
      execution and filing of the Form 10-K. A senior officer of the Master Servicer
      in charge of the master servicing function shall sign each Form 10-K. If a
      Form
      10-K cannot be filed on time or if a previously filed Form 10-K needs to be
      amended, the Securities Administrator will follow the procedures set forth
      in
      subsection (d) of this Section 3.19. Promptly (but no later than 1 Business
      Day)
      after filing with the Commission, the Securities Administrator will make
      available on its internet website a final executed copy of each Form 10-K filed
      by the Securities Administrator. The parties to this Agreement acknowledge
      that
      the performance by the Master Servicer and the Securities Administrator of
      its
      duties under this Section 3.19(b) related to the timely preparation, execution
      and filing of Form 10-K is contingent upon such parties (and any Additional
      Servicer or Servicing Function Participant) strictly observing all applicable
      deadlines in the performance of their duties under this Section 3.19(b), Section
      3.18, Section 3.17, Section 3.16(a) and Section 3.16(b). Neither the Master
      Servicer nor the Securities Administrator shall have any liability for any
      loss,
      expense, damage or claim arising out of or with respect to any failure to
      properly prepare, execute and/or timely file such Form 10-K, where such failure
      results from the Securities Administrator’s inability or failure to receive, on
      a timely basis, any information from any other party hereto needed to prepare,
      arrange for execution or file such Form 10-K, not resulting from its own
      negligence, bad faith or willful misconduct.

    


    (c) Reports
      Filed on Form 8-K.

     

    (i) Within
      four (4) Business Days after the occurrence of an event requiring disclosure
      on
      Form 8-K (each such event, a “Reportable
      Event”),
      and
      if requested by the Depositor, the Securities Administrator shall prepare and
      file on behalf of the Trust Fund a Form 8-K, as required by the Exchange Act,
      provided
      that the
      Depositor shall file the initial Form 8-K in connection with the issuance of
      the
      Certificates. Any disclosure or information related to a Reportable Event or
      that is otherwise required to be included in Form 8-K (“Form
      8-K Disclosure Information”)
      shall
      be reported by the parties set forth on Exhibit O to the Depositor and
      Securities Administrator and directed and approved by the Depositor pursuant
      to
      the following paragraph and the Securities Administrator will have no duty
      or
      liability for any failure hereunder to determine or prepare any Form 8-K
      Disclosure Information or any Form 8-K, except as set forth in the next
      paragraph.

    


    
      
        
        

      

      
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    (ii) As
      set
      forth on Exhibit T hereto, for so long as the Trust Fund is subject to the
      Exchange Act reporting requirements, no later than the close of business (New
      York City time) on the 2nd Business Day after the occurrence of a Reportable
      Event (i) the parties to the HarborView Mortgage Loan Trust 2006-6 transaction
      shall be required to provide to the Securities Administrator and the Depositor,
      to the extent known by a responsible officer thereof, in EDGAR-compatible form
      (which may be Word or Excel documents easily convertible to EDGAR format),
      or in
      such other form as otherwise agreed upon by the Securities Administrator and
      such party, the form and substance of any Form 8-K Disclosure Information,
      if
      applicable, together with an Additional Disclosure Notification and (ii) the
      Depositor will approve, as to form and substance, or disapprove, as the case
      may
      be, the inclusion of the Form 8-K Disclosure Information. The Seller will be
      responsible for any reasonable fees and expenses assessed or incurred by the
      Securities Administrator in connection with including any Form 8-K Disclosure
      Information in Form 8-K pursuant to this paragraph. 

    


    (iii) After
      preparing the Form 8-K, the Securities Administrator shall forward
      electronically a copy of the Form 8-K to the Depositor. Promptly, but no later
      than the close of business on the third Business Day after the Reportable Event,
      the Depositor shall notify the Securities Administrator in writing of any change
      to or approval of such Form 8-K. In the absence of receipt of any written
      changes or approval, the Securities Administrator shall be entitled to assume
      that such Form 8-K is in final form and
      the
      Securities Administrator
      may proceed with the execution and filing of the Form 8-K. A duly authorized
      representative of the Master Servicer shall sign each Form 8-K. If a Form 8-K
      cannot be filed on time or if a previously filed Form 8-K needs to be amended,
      the Securities Administrator will follow the procedures set forth in subsection
      (d) of this Section 3.19. Promptly (but no later than 1 Business Day) after
      filing with the Commission, the Securities Administrator will, make available
      on
      its internet website a final executed copy of each Form 8-K filed by the
      Securities Administrator. The parties to this Agreement acknowledge that the
      performance by the Master Servicer and the Securities Administrator of their
      respective duties under this Section 3.19(c) related to the timely preparation,
      execution and filing of Form 8-K is contingent upon such parties strictly
      observing all applicable deadlines in the performance of their duties under
      this
      Section 3.19(c). Neither the Securities Administrator nor the Master Servicer
      shall have any liability for any loss, expense, damage, claim arising out of
      or
      with respect to any failure to properly prepare, execute and/or timely file
      such
      Form 8-K, where such failure results from the Securities Administrator’s
      inability or failure to receive, on a timely basis, any information from any
      other party hereto needed to prepare, arrange for execution or file such Form
      8-K, not resulting from its own negligence, bad faith or willful
      misconduct.

    


    (d) Suspension
      of Reporting; Amendments; Late Filings.

     

    (i) On
      or
      prior to January 30 of the first year in which the Securities Administrator
      is
      able to do so under applicable law, the Securities Administrator shall prepare
      and file a Form 15 Suspension Notification relating to the automatic suspension
      of reporting in respect of the Trust Fund under the Exchange Act. 

     

    
      
        
        

      

      
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    (ii) In
      the
      event that the Securities Administrator is unable to timely file with the
      Commission all or any required portion of any Form 8-K, 10-D or 10-K required
      to
      be filed by this Agreement because required disclosure information was either
      not delivered to it or delivered to it after the delivery deadlines set forth
      in
      this Agreement or for any other reason, the Securities Administrator will
      promptly notify the Depositor either via mail, e-mail or telephone. In the
      case
      of Form 10-D and 10-K, the parties to this Agreement will cooperate to prepare
      and file a Form 12b-25 and a 10-D/A and 10-K/A, as applicable, pursuant to
      Rule
      12b-25 of the Exchange Act. In the case of Form 8-K, the Securities
      Administrator will, upon receipt of all required Form 8-K Disclosure Information
      and upon the approval and direction of the Depositor, include such disclosure
      information on the next Form 10-D. In the event that any previously filed Form
      8-K, 10-D or 10-K needs to be amended in connection with any Additional Form
      10-D Disclosure, any Additional Form 10-K Disclosure or any Form 8-K Disclosure
      Information or any amendment to such disclosure (other than for the purpose
      of
      restating any Distribution Date Statement), the Securities Administrator will
      electronically notify the Depositor and such other parties to the transaction
      as
      are affected by such amendment and such parties will cooperate to prepare any
      necessary 8-KA, 10-D/A or 10-K/A. Any Form 15, Form 12b-25 or any amendment
      to
      Form 8-K or 10-D shall be signed by a duly authorized representative of the
      Master Servicer. Any Form 10-K amendment shall be signed by a senior officer
      of
      the Master Servicer in charge of the master servicing function. The parties
      to
      this Agreement acknowledge that the performance by the Master Servicer and
      the
      Securities Administrator of their respective duties under this Section 3.19(d)
      related to the timely preparation, execution and filing of Form 15, a Form
      12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such
      party performing its duties under this Section. Neither the Master Servicer
      nor
      the Securities Administrator shall have any liability for any loss, expense,
      damage, claim arising out of or with respect to any failure to properly prepare,
      execute and/or timely file any such Form 15, Form 12b-25 or any amendments
      to
      Forms 8-K, 10-D or 10-K, where such failure results from the Securities
      Administrator’s inability or failure to obtain or receive, on a timely basis,
      any information from any other party hereto needed to prepare, arrange for
      execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K,
      10-D
      or 10-K, not resulting from its own negligence, bad faith or willful
      misconduct.

    


    Any
      notice or notification required to be delivered by the Securities Administrator
      to the Depositor pursuant to this Section 3.19, may be delivered via facsimile
      to (203) 618-2596 or telephonically by calling (203) 422-4284.


     

    SECTION
      3.20. Additional
      Information. 

     

    Each
      of
      the parties agrees to provide to the Securities Administrator such additional
      information related to such party as the Securities Administrator may reasonably
      request, including evidence of the authorization of the person signing any
      certification or statement, financial information and reports, and such other
      information related to such party or its performance hereunder.

     

    
      
        
        

      

      
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    SECTION
      3.21. Intention
      of the Parties and Interpretation. 

     

    Each
      of
      the parties acknowledges and agrees that the purpose of Section 3.16 through
      Section 3.22 of this Agreement is to facilitate compliance by the Securities
      Administrator and the Depositor with the provisions of Regulation AB promulgated
      by the Commission under the Exchange Act (17 C.F.R. §§ 229.1100 -
      229.1123), as such may be amended from time to time and subject to such
      clarification and interpretive advice as may be issued by the staff of the
      Commission from time to time. Therefore, each of the parties agrees that (a)
      the
      obligations of the parties hereunder shall be interpreted in such a manner
      as to
      accomplish that purpose, (b) the parties’ obligations hereunder will be
      supplemented and modified as necessary to be consistent with any such
      amendments, interpretive advice or guidance, convention or consensus among
      active participants in the asset-backed securities markets, advice of counsel,
      or otherwise in respect of the requirements of Regulation AB, (c) the parties
      shall comply with the reasonable requests made by the Securities Administrator
      or the Depositor for delivery of such additional or different information as
      the
      Securities Administrator or the Depositor may determine in good faith is
      necessary to comply with the provisions of Regulation AB, and (d) no amendment
      of this Agreement shall be required to effect any such changes in the parties’
obligations as are necessary to accommodate evolving interpretations of the
      provisions of Regulation AB.

     

    SECTION
      3.22. Indemnification. 

     

    Each
      party required to deliver an assessment of compliance and attestation report
      pursuant to Section 3.16 or any additional disclosure pursuant to Section 3.19
      and including the Depositor, the Master Servicer, the Securities Administrator,
      the Trustee and any Servicing Function Participant engaged by such party,
      respectively (each, an “Item
      1122 Responsible Party”)
      shall
      indemnify and hold harmless the Securities Administrator, the Master Servicer
      and the Depositor, respectively, and each of their directors, officers,
      employees, agents, and affiliates from and against any and all claims, losses,
      damages, penalties, fines, forfeitures, reasonable legal fees and related costs,
      judgments and other costs and expenses arising out of or based upon (a) any
      breach by such Item 1122 Responsible Party of any of its obligations hereunder
      relating to its obligations as an Item 1122 Responsible Party, including
      particularly its obligations to provide any assessment of compliance,
      attestation report or compliance statement required under Section 3.16(a),
      3.16(b) or 3.17, respectively, or any information, data or materials required
      to
      be included in any Exchange Act report, (b) any
      material misstatement or omission in (x) any compliance certificate delivered
      by
      it, or by any Servicing Function Participant engaged by it, pursuant to this
      Agreement, (y) any assessment or (except in the case of the Trustee, in its
      capacity as Custodian) attestation delivered by or on behalf of it, or by any
      Servicing Function Participant engaged by it, pursuant to this Agreement, or
      (z)
      any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or Form
      8-K
      Disclosure Information concerning such party and provided by it,
      or (c)
      the negligence, bad faith or willful misconduct of such Item 1122 Responsible
      Party in connection with its performance hereunder relating to its obligations
      as an Item 1122 Responsible Party. If the indemnification provided for herein
      is
      unavailable or insufficient to hold harmless the Master Servicer, the Securities
      Administrator, the Depositor or the Seller, as the case may be, then each Item
      1122 Responsible Party agrees that it shall contribute to the amount paid or
      payable by the Securities Administrator, the Master Servicer and the Depositor,
      as applicable, as a result of any claims, losses, damages or liabilities
      incurred by the Securities Administrator, the Master Servicer or the Depositor
      in such proportion as is appropriate to reflect the relative fault of the
      Securities Administrator, the Master Servicer or the Depositor on the one hand
      and such Item 1122 Responsible Party on the other. This indemnification shall
      survive the termination of this Agreement or the termination of any party to
      this Agreement.

     

    
      
        
        

      

      
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    SECTION
      3.23. [Reserved].

     

    SECTION
      3.24. Closing
      Opinion of Counsel. 

     

    On
      or
      before the Closing Date, the Master Servicer shall cause to be delivered to
      the
      Depositor, the Seller, the Trustee, and Greenwich Capital Markets, Inc. an
      Opinion of Counsel, dated the Closing Date, in form and substance reasonably
      satisfactory to the Depositor, Greenwich Capital Markets, Inc., and the Seller
      as to the due authorization, execution and delivery of this Agreement by the
      Master Servicer and the enforceability thereof. 

     

    SECTION
      3.25. Liabilities
      of the Master Servicer. 

     

    The
      Master Servicer shall be liable in accordance herewith only to the extent of
      the
      obligations specifically imposed upon and undertaken by it herein.

     

    SECTION
      3.26. Merger
      or Consolidation of the Master Servicer.

     

    (a) The
      Master Servicer will keep in full force and effect its existence, rights and
      franchises as a national banking association under the laws of the jurisdiction
      of its incorporation, and will obtain and preserve its qualification to do
      business as a foreign corporation in each jurisdiction in which such
      qualification is or shall be necessary to protect the validity and
      enforceability of this Agreement, the Certificates or any of the Mortgage Loans
      and to perform its duties under this Agreement.

     

    (b) Any
      Person into which the Master Servicer may be merged or consolidated, or any
      corporation resulting from any merger or consolidation to which the Master
      Servicer shall be a party, or any Person succeeding to the business of the
      Master Servicer, shall be the successor of the Master Servicer hereunder,
      without the execution or filing of any paper or further act on the part of
      any
      of the parties hereto, anything herein to the contrary
      notwithstanding.

     

    SECTION
      3.27. Indemnification
      of the Trustee, the Master Servicer and the Securities
      Administrator.

     

    (a) In
      addition to any indemnity required pursuant to Section 3.22 hereof, the Master
      Servicer agrees to indemnify the Indemnified Persons for, and to hold them
      harmless against, any loss, liability or expense (except as otherwise provided
      herein with respect to expenses) (including reasonable legal fees and
      disbursements of counsel) incurred on their part that may be sustained in
      connection with, arising out of, or relating to this Agreement or the
      Certificates (i) related to the Master Servicer’s failure to perform its duties
      in compliance with this Agreement (except as any such loss, liability or expense
      shall be otherwise reimbursable pursuant to this Agreement) or (ii) incurred
      by
      reason of the Master Servicer’s willful misfeasance, bad faith or gross
      negligence in the performance of duties hereunder or by reason of reckless
      disregard of obligations and duties hereunder, provided, in each case, that
      with
      respect to any such claim or legal action (or pending or threatened claim or
      legal action), an Indemnified Person shall have given the Master Servicer and
      the Depositor written notice thereof promptly after such Indemnified Person
      shall have with respect to such claim or legal action knowledge thereof. The
      Indemnified Person’s failure to give such notice shall not affect the
      Indemnified Person’s right to indemnification hereunder. This indemnity shall
      survive the resignation or removal of the Trustee, the Master Servicer or the
      Securities Administrator and the termination of this Agreement.

     

    
      
        
        

      

      
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    (b) The
      Trust
      Fund will indemnify any Indemnified Person for any loss, liability or expense
      of
      any Indemnified Person not otherwise indemnified by the Master Servicer as
      referred to in Subsection (a) above or Subsection (c) below.

     

    (c) In
      addition to any indemnity required pursuant to Section 3.22 hereof, the
      Securities Administrator agrees to indemnify the Indemnified Persons (other
      than
      the Securities Administrator) for, and to hold them harmless against, any loss,
      liability or expense (except as otherwise provided herein with respect to
      expenses) (including reasonable legal fees and disbursements of counsel)
      incurred on their part (i) in connection with, arising out of, or relating
      to
      the Securities Administrator’s failure to file any Exchange Act report which the
      Securities Administrator is responsible for filing in accordance with Section
      3.19, (ii) by reason of the Securities Administrator’s negligence or willful
      misconduct in the performance of such obligations pursuant to Section 3.19
      or
      (iii) by reason of the Securities Administrator’s reckless disregard of such
      obligations pursuant to Section 3.19, provided, in each case, that with respect
      to any such claim or legal action (or pending or threatened claim or legal
      action), an Indemnified Person shall have given the Securities Administrator
      written notice thereof promptly after such Indemnified Person shall have with
      respect to such claim or legal action knowledge thereof. The Indemnified
      Person’s failure to give such notice shall not affect the Indemnified Person’s
      right to indemnification hereunder. This indemnity shall survive the resignation
      or removal of the Trustee, the Master Servicer or the Securities Administrator
      and the termination of this Agreement.

     

    SECTION
      3.28. Limitations
      on Liability of the Master Servicer and Others; Indemnification of Trustee
      and
      Others. 

     

    Subject
      to the obligation of the Master Servicer to indemnify the Indemnified Persons
      pursuant to Section 3.27:

     

    (a) Neither
      the Master Servicer nor any of the directors, officers, employees or agents
      of
      the Master Servicer shall be under any liability to the Indemnified Persons,
      the
      Depositor, the Trust Fund or the Certificateholders for taking any action or
      for
      refraining from taking any action in good faith pursuant to this Agreement,
      or
      for errors in judgment; provided,
      however,
      that
      this provision shall not protect the Master Servicer or any such Person against
      any breach of warranties or representations made herein or any liability which
      would otherwise be imposed by reason of such Person’s willful misfeasance, bad
      faith or gross negligence in the performance of duties or by reason of reckless
      disregard of obligations and duties hereunder.

     

    
      
        
        

      

      
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    (b) The
      Master Servicer and any director, officer, employee or agent of the Master
      Servicer may rely in good faith on any document of any kind prima facie properly
      executed and submitted by any Person respecting any matters arising
      hereunder.

     

    (c) The
      Master Servicer, the Trustee (in its individual corporate capacity and as
      Trustee), each Custodian (including for such purpose, the Trustee acting in
      its
      capacity as Custodian) and any director, officer, employee or agent of the
      Master Servicer, the Trustee or the Custodians shall be indemnified by the
      Trust
      and held harmless thereby against any loss, liability or expense (except as
      otherwise provided herein with respect to expenses) (including reasonable legal
      fees and disbursements of counsel) incurred on their part that may be sustained
      in connection with, arising out of, or relating to, this Agreement, the
      Certificates or any Servicing Agreement or the transactions contemplated hereby
      or thereby (except, with respect to the Master Servicer, to the extent that
      the
      Master Servicer is indemnified by the Servicer thereunder), other than (i)
      with
      respect to the Master Servicer only, any such loss, liability or expense related
      to the Master Servicer’s failure to perform its duties in compliance with this
      Agreement or (ii) with respect to the Master Servicer or Custodian only, any
      such loss, liability or expense incurred by reason of the Master Servicer’s or
      the Custodian’s willful misfeasance, bad faith or gross negligence in the
      performance of its own duties hereunder or by reason of reckless disregard
      of
      its own obligations and duties hereunder or under a custodial
      agreement.

     

    (d) The
      Master Servicer shall not be under any obligation to appear in, prosecute or
      defend any legal action that is not incidental to its duties under this
      Agreement and that in its opinion may involve it in any expense or liability;
      provided,
      however,
      the
      Master Servicer may in its discretion, undertake any such action which it may
      deem necessary or desirable with respect to this Agreement and the rights and
      duties of the parties hereto and the interests of the Trust Fund and the
      Certificateholders hereunder. In such event, the legal expenses and costs of
      such action and any liability resulting therefrom shall be expenses, costs
      and
      liabilities of the Trust Fund, and the Master Servicer shall be entitled to
      be
      reimbursed therefor out of the Distribution Account as provided by Section
      4.03.
      Nothing in this Section 3.28(d) shall affect the Master Servicer’s obligation to
      supervise, or to take such actions as are necessary to enforce, the servicing
      and administration of the Mortgage Loans pursuant to Sections 3.01 and
      3.03.

     

    (e) In
      taking
      or recommending any course of action pursuant to this Agreement, unless
      specifically required to do so pursuant to this Agreement, the Master Servicer
      shall not be required to investigate or make recommendations concerning
      potential liabilities which the Trust Fund might incur as a result of such
      course of action by reason of the condition of the Mortgaged Properties but
      shall give notice to the Trustee if it has notice of such potential
      liabilities.

     

    (f) The
      Master Servicer shall not be liable for any acts or omissions of any Servicer,
      except as otherwise expressly provided herein.

     

    
      
        
        

      

      
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    SECTION
      3.29. Master
      Servicer Not to Resign. 

     

    (a)
      Except as provided in Section 3.31, the Master Servicer shall not resign from
      the obligations and duties hereby imposed on it except upon a determination
      that
      any such duties hereunder are no longer permissible under applicable law and
      such impermissibility cannot be cured. Any such determination permitting the
      resignation of the Master Servicer shall be evidenced by an Independent Opinion
      of Counsel (delivered at the expense of the Master Servicer) to such effect
      delivered to the Trustee. No such resignation by the Master Servicer shall
      become effective until the Trustee or a successor to the Master Servicer
      reasonably satisfactory to the Trustee shall have assumed the responsibilities
      and obligations of the Master Servicer in accordance with Section 7.02 hereof.
      The Trustee shall notify each Rating Agency of the resignation of the Master
      Servicer.

     

    (b)
      If,
      at any time, Wells Fargo Bank, N.A., as Master Servicer resigns under this
      Section 3.29, or sells or assigns its rights and obligations under Section
      3.31,
      or is removed as Master Servicer pursuant to Section 7.01, then at such time
      Wells Fargo Bank, N.A. also shall resign (and shall be entitled to resign)
      as
      Securities Administrator, Paying Agent and Certificate Registrar under this
      Agreement.

     

    SECTION
      3.30. Successor
      Master Servicer.

     

    In
      connection with the appointment of any successor master servicer or the
      assumption of the duties of the Master Servicer, the Trustee may make such
      arrangements for the compensation of such successor master servicer out of
      payments on the Mortgage Loans as the Trustee and such successor master servicer
      shall agree which in no case shall exceed the Master Servicing Fee. If the
      successor master servicer does not agree that the proposed compensation is
      fair,
      such successor master servicer shall obtain two quotations of market
      compensation from third parties actively engaged in the servicing of
      single-family mortgage loans; provided,
      however,
      that
      the Rating Agency shall confirm in writing that any appointment of a successor
      Master Servicer (other than the Trustee) will not result in a downgrade in
      the
      then current rating of any Class of Certificates.

     

    SECTION
      3.31. Sale
      and Assignment of Master Servicing.

     

    The
      Master Servicer may sell and assign its rights and delegate its duties and
      obligations in their entirety as Master Servicer under this Agreement, with
      the
      written consent of the Depositor, which consent shall not be unreasonably
      withheld, and provided that: (i) the purchaser or transferee accepting such
      assignment and delegation (a) shall be a Person which shall be qualified to
      service mortgage loans for Fannie Mae or Freddie Mac; (b) shall have a net
      worth
      of not less than $10,000,000 (unless otherwise approved by each Rating Agency
      pursuant to clause (ii) below); (c) shall be reasonably satisfactory to the
      Depositor (as evidenced in writing signed by the Depositor); and (d) shall
      execute and deliver to the Trustee an agreement, in form and substance
      reasonably satisfactory to the Trustee, which contains an assumption by such
      Person of the due and punctual performance and observance of each covenant
      and
      condition to be performed or observed by it as master servicer under this
      Agreement or any custodial agreement from and after the effective date of such
      agreement; (ii) each Rating Agency shall be given prior written notice of the
      identity of the proposed successor to the Master Servicer and each Rating
      Agency’s ratings of the Certificates in effect immediately prior to such
      assignment, sale and delegation will not be downgraded, qualified or withdrawn
      as a result of such assignment, sale and delegation, as evidenced by a letter
      to
      such effect delivered to the Master Servicer and the Trustee; and (iii) the
      Master Servicer assigning and selling the master servicing shall deliver to
      the
      Trustee an Officer’s Certificate and an Independent Opinion of Counsel,
      (delivered at the Master Servicer’s expense) each stating that all conditions
      precedent to such action under this Agreement have been completed and such
      action is permitted by and complies with the terms of this Agreement. No such
      assignment or delegation shall affect any liability of the Master Servicer
      arising prior to the effective date thereof.

     

    
      
        
        

      

      
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    SECTION
      3.32. Reporting
      Requirements of the Commission

     

    To
      the
      extent that, following the Closing Date, the content of Forms 8-K, 10-D, 10-K,
      15 or other Forms required by the Exchange Act and the Rules and Regulations
      of
      the Commission and the time by which such Forms are required to be filed,
      differs from the provisions of this Agreement, the Master Servicer and the
      Securities Administrator hereby agree that each shall reasonably cooperate
      to
      amend the provisions of this Agreement (in accordance with Section 12.01) in
      order to comply with such amended reporting requirements and such amendment
      of
      this Agreement. Notwithstanding the foregoing, neither the Master Servicer
      nor
      the Securities Administrator shall be obligated to enter into any amendment
      pursuant to this Section that adversely affects its obligations or immunities
      under this Agreement.

     

    ARTICLE
      IV

     

    ACCOUNTS

     

    SECTION
      4.01. Servicing
      Accounts

     

    (a) The
      Master Servicer shall enforce the obligation of each Servicer to establish
      and
      maintain one or more custodial accounts (the “Servicing
      Accounts”)
      in
      accordance with the applicable Servicing Agreement, with records to be kept
      with
      respect thereto on a Mortgage Loan by Mortgage Loan basis, into which accounts
      shall be deposited within 48 hours (or as of such other time specified in the
      related Servicing Agreement) of receipt all collections of principal and
      interest on any Mortgage Loan and with respect to any REO Property received
      by a
      Servicer, including Principal Prepayments, Insurance Proceeds, Liquidation
      Proceeds, Recoveries and advances made from the Servicer’s own funds (less, in
      the case of each Servicer, the applicable servicing compensation, in whatever
      form and amounts as permitted by the applicable Servicing Agreement) and all
      other amounts to be deposited in each such Servicing Account. The Servicer
      is
      hereby authorized to make withdrawals from and deposits to the related Servicing
      Account for purposes required or permitted by this Agreement and the applicable
      Servicing Agreement. For the purposes of this Agreement, Servicing Accounts
      shall also include such other accounts as the Servicer maintains for the escrow
      of certain payments, such as taxes and insurance, with respect to certain
      Mortgaged Properties. Each Servicing Agreement sets forth the criteria for
      the
      segregation, maintenance and investment of each related Servicing Account,
      the
      contents of which are acceptable to the parties hereto as of the date hereof
      and
      changes to which shall not be made unless such changes are made in accordance
      with the provisions of Section 12.01 hereof. 

     

    
      
        
        

      

      
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    (b) [Reserved];

     

    (c) To
      the
      extent provided in the related Servicing Agreement and subject to this Article
      IV, on or before each Servicer Remittance Date, each Servicer shall withdraw
      or
      shall cause to be withdrawn from the related Servicing Account and shall
      immediately remit or cause to be remitted to the Securities Administrator for
      deposit into the Distribution Account, amounts representing the following
      collections and payments (other than with respect to principal of or interest
      on
      the Mortgage Loans due on or before the Cut-off Date) with respect to each
      of
      the Mortgage Loans it is servicing:

     

    (i) Monthly
      Payments on the Mortgage Loans received or any related portion thereof advanced
      by the Servicers pursuant to the Servicing Agreements which were due on or
      before the related Due Date, net of the amount thereof comprising the Servicing
      Fees and Lender-Paid Mortgage Insurance Fees, if any;

     

    (ii) Principal
      Prepayments in full and any Liquidation Proceeds received by the Servicers
      with
      respect to such Mortgage Loans in the related Prepayment Period, with interest
      to the date of prepayment or liquidation, net of the amount thereof comprising
      the Servicing Fees;

     

    (iii) Principal
      Prepayments in part received by the Servicers for such Mortgage Loans in the
      related Prepayment Period; 

     

    (iv) [Reserved];

     

    (v) Recoveries
      received by the Servicers with respect to such Mortgage Loans; and

     

    (vi) any
      amount to be used as a delinquency advance or to pay any Interest Shortfalls,
      in
      each case, as required to be paid under the related Servicing Agreement.


     

    (d) Withdrawals
      may be made from a Servicing Account only to make remittances as provided in
      Section 4.01(c), 4.02 and 4.03; to reimburse the Master Servicer or a Servicer
      for Advances which have been recovered by subsequent collection from the related
      Mortgagor, to remove amounts deposited in error, to remove fees, charges or
      other such amounts deposited on a temporary basis, or to clear and terminate
      the
      account at the termination of this Agreement in accordance with Section 10.01
      or
      as otherwise provided in the Servicing Agreements. As provided in Sections
      4.01(c) and 4.02(b), certain amounts otherwise due to the Servicers may be
      retained by them and need not be remitted to the Securities
      Administrator.

     

    SECTION
      4.02. Distribution
      Account.

     

    
      
        
        

      

      
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    (a) The
      Securities Administrator shall establish and maintain in the name of the
      Trustee, for the benefit of the Trust Fund and the Certificateholders, the
      Distribution Account as a segregated account or accounts, each of which shall
      be
      an Eligible Account. The Distribution Account shall constitute a trust account
      of the Trust Fund segregated on the books of the Securities Administrator and
      held by the Securities Administrator in trust in its Corporate Trust Office,
      and
      the Distribution Account and the funds deposited therein shall not be subject
      to, and shall be protected from, all claims, liens, and encumbrances of any
      creditors or depositors of the Securities Administrator or the Master Servicer
      (whether made directly, or indirectly through a liquidator or receiver of the
      Trustee, the Securities Administrator or the Master Servicer). All Permitted
      Investments shall mature or be subject to redemption or withdrawal on or before,
      and shall be held until, the immediately succeeding Distribution Date. The
      Securities Administrator, Trustee or their affiliates are permitted to receive
      additional compensation that could be deemed to be in the their economic
      self-interest for (i) serving as investment adviser, administrator, servicing
      agent, custodian or sub-custodian with respect to certain of the Permitted
      Investments, (ii) using affiliates to effect transactions in certain Permitted
      Investments and (iii) effecting transactions in certain Permitted Investments.
      The Master Servicer and the Securities Administrator will deposit in the
      Distribution Account as identified by the Master Servicer or the Securities
      Administrator and as received by the Master Servicer or the Securities
      Administrator, the following amounts:

     

    (i) any
      amounts withdrawn from a Servicing Account pursuant to Section
      4.01(c);

     

    (ii) any
      amounts required to be deposited in the Distribution Account by the Master
      Servicer with respect to the Mortgage Loans pursuant to this Agreement,
      including (a) Advances and any Compensating Interest Payments required to be
      made by the Master Servicer to the extent required but not made by a Servicer
      and (b) the amount of any Insurance Proceeds or Liquidation Proceeds received
      by
      or on behalf of the Master Servicer which were not deposited in a Servicing
      Account; 

     

    (iii) the
      Purchase Price with respect to any Mortgage Loans purchased by the Seller or
      the
      related Originator under this Agreement or the related Purchase Agreement,
      as
      applicable, any Substitution Adjustments pursuant to Section 2.03 of this
      Agreement and all proceeds of any Mortgage Loans or property acquired with
      respect thereto repurchased by the Master Servicer pursuant to Section
      10.01;

     

    (iv) any
      amounts required to be deposited by the Master Servicer with respect to losses
      on investments of deposits in the Distribution Account; and

     

    (v) any
      other
      amounts so required to be deposited in the Distribution Account pursuant to
      this
      Agreement.

     

    (b) All
      amounts deposited to the Distribution Account shall be held by the Securities
      Administrator in the name of the Trustee in trust for the benefit of the Trust
      Fund and the Certificateholders in accordance with the terms and provisions
      of
      this Agreement. The requirements for crediting the Distribution Account shall
      be
      exclusive, it being understood and agreed that, without limiting the generality
      of the foregoing, payments in the nature of (i) late payment charges or
      assumption fees, tax service fees, statement account charges or payoff charges,
      substitution, satisfaction, release and other like fees and charges (including
      all Prepayment Penalty Amounts) and (ii) the items enumerated in Subsections
      4.03(a)(i), (ii), (iii), (iv), (vi), (vii), (x) and (xi) with respect to the
      Securities Administrator, need not be credited by the Master Servicer or the
      related Servicer to the Distribution Account. In the event that the Master
      Servicer shall deposit or cause to be deposited to the Distribution Account
      any
      amount not required to be credited thereto, the Securities Administrator, upon
      receipt of a written request therefor signed by a Servicing Officer of
      the
      Master
      Servicer, shall promptly transfer such amount to the Master Servicer, any
      provision herein to the contrary notwithstanding.

     

    
      
        
        

      

      
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    (c) The
      amount at any time credited to the Distribution Account shall, if invested,
      be
      invested, in the name of the Trustee, or its nominee, for the benefit of the
      Certificateholders, in Permitted Investments as follows. All Permitted
      Investments and investment income with respect to the investment of funds in
      the
      Distribution Account shall be for the benefit of the Master Servicer. All
      Permitted Investments shall mature or be subject to redemption or withdrawal
      on
      or before, and shall be held until, the Business Day prior to the next
      succeeding Distribution Date or, if such investment is an obligation of the
      Master Servicer, on the Distribution Date. Any and all investment earnings
      from
      such Permitted Investments shall be paid to the Master Servicer, and the risk
      of
      loss of moneys resulting from such investments shall be borne by and be the
      risk
      of the Master Servicer. The Master Servicer shall deposit the amount of any
      such
      loss in the Distribution Account within two Business Days of receipt of
      notification of such loss but not later than the next succeeding Distribution
      Date.

     

     

    SECTION
      4.03. Permitted
      Withdrawals and Transfers from the Distribution Account.  

     

    (a) The
      Securities Administrator shall, from time to time, withdraw or transfer funds
      from the Distribution Account to a Servicer, to the Master Servicer, to the
      Trustee or to itself for the following purposes:

     

    (i) to
      reimburse the Master Servicer or any Servicer for any Advance of its own funds
      or of such Servicer’s own funds, the right of the Master Servicer or a Servicer
      to reimbursement pursuant to this subclause (i) being limited to amounts
      received on a particular Mortgage Loan (including, for this purpose, the
      Purchase Price therefor, Insurance Proceeds and Liquidation Proceeds) which
      represent late payments or recoveries of the principal of or interest on such
      Mortgage Loan respecting which such Advance was made;

     

    (ii) to
      reimburse the Master Servicer or any Servicer from Insurance Proceeds or
      Liquidation Proceeds relating to a particular Mortgage Loan for amounts expended
      by the Master Servicer or such Servicer in good faith in connection with the
      restoration of the related Mortgaged Property which was damaged by an Uninsured
      Cause or in connection with the liquidation of such Mortgage Loan;

     

    (iii) to
      reimburse the Master Servicer or any Servicer from Insurance Proceeds relating
      to a particular Mortgage Loan for insured expenses incurred with respect to
      such
      Mortgage Loan and to reimburse the Master Servicer or such Servicer from
      Liquidation Proceeds from a particular Mortgage Loan for Liquidation Expenses
      incurred with respect to such Mortgage Loan; 

     

    
      
        
        

      

      
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    (iv) to
      pay
      the Master Servicer or any Servicer, as appropriate, from Liquidation Proceeds
      or Insurance Proceeds received in connection with the liquidation of any
      Mortgage Loan, the amount which it or such Servicer would have been entitled
      to
      receive under subclause (viii) or (x), as applicable, of this Subsection 4.03(a)
      as servicing compensation on account of each defaulted scheduled payment on
      such
      Mortgage Loan if paid in a timely manner by the related Mortgagor;

     

    (v) to
      pay
      the Master Servicer or any Servicer from the Purchase Price for any Mortgage
      Loan, the amount which the Master Servicer or such Servicer would have been
      entitled to receive under subclause (viii) or (x), as applicable, of this
      Subsection 4.03(a) as servicing compensation;

     

    (vi) to
      reimburse the Master Servicer or any Servicer for servicing related advances
      of
      funds, the right to reimbursement pursuant to this subclause being limited
      to
      amounts received on the related Mortgage Loan (including, for this purpose,
      the
      Purchase Price therefor, Insurance Proceeds and Liquidation Proceeds) which
      represent late recoveries of the payments for which such servicing advances
      were
      made;

     

    (vii) to
      reimburse the Master Servicer or any Servicer for any Advance or advance, after
      a Realized Loss has been allocated with respect to the related Mortgage Loan
      if
      the Advance or advance has not been reimbursed pursuant to clauses (i) and
      (vi);

     

    (viii) to
      pay
      the Master Servicer its monthly Master Servicing Fee and any other servicing
      compensation payable pursuant to Section 3.14;

     

    (ix) to
      reimburse the Master Servicer or the Securities Administrator for any expenses
      recoverable by the Master Servicer or the Securities Administrator pursuant
      to
      Sections 3.03 and 3.28;

     

    (x) to
      reimburse or pay any Servicer any such amounts as are due thereto under the
      applicable Servicing Agreement and have not been retained by or paid to the
      Servicer, to the extent provided in the related Servicing
      Agreement;

     

    (xi) to
      reimburse the Trustee and the Securities Administrator for expenses, costs
      and
      liabilities incurred by or reimbursable to it from funds of the Trust Fund
      pursuant to Sections 3.27, 8.05 or 8.10 (including those related to the fees
      and
      expenses of the Custodians);

     

    (xii) to
      pay to
      the Master Servicer all investment earnings on amounts on deposit in the
      Distribution Account to what it is entitled under Section 4.02(c);

     

    (xiii) to
      remove
      amounts deposited in error; and

     

    (xiv) to
      clear
      and terminate the Distribution Account pursuant to Section 10.01. 

     

    (b) In
      addition, on or before the Business Day immediately preceding each Distribution
      Date, the Master Servicer shall deposit in the Distribution Account (or remit
      to
      the Securities Administrator for deposit therein) any Advances or Compensating
      Interest Payments, to the extent required to be made but not made by the related
      Servicer and required to be made by the Master Servicer hereunder with respect
      to the Mortgage Loans.

     

    
      
        
        

      

      
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    (c) The
      Securities Administrator or the Master Servicer shall keep and maintain separate
      accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of
      accounting for any payments or reimbursements from the Distribution Account
      pursuant to subclauses (i) through (vii), inclusive and subclause (x) or with
      respect to any such amounts which would have been covered by such subclauses
      had
      the amounts not been retained by the Master Servicer without being deposited
      in
      the Distribution Account under Section 4.02(b).

     

    (d) In
      order
      to comply with its duties under the USA PATRIOT Act of 2001, the Securities
      Administrator shall obtain and verify certain information and documentation
      from
      the other parties hereto, including, but not limited to, each such party’s name,
      address and other identifying information.

     

    (e) On
      each
      Distribution Date, the Securities Administrator, as Paying Agent, shall withdraw
      funds on deposit in the Distribution Account to the extent of the aggregate
      Available Funds and distribute such funds to the Holders of the Certificates
      and
      any other parties entitled thereto, in accordance with Section
      5.01.

     

    ARTICLE
      V

     

    FLOW
      OF FUNDS

     

    SECTION
      5.01. Distributions. 

     

    (a) On
      each
      Distribution Date and after making any withdrawals from the Distribution Account
      pursuant to Section 4.03(a), the Securities Administrator, as Paying Agent,
      shall withdraw funds on deposit in the Distribution Account to the extent of
      Available Funds for each Loan Group for such Distribution Date and, based on
      the
      Distribution Date Statement provided by the Securities Administrator, make
      the
      following disbursements and transfers as set forth below:

     

    (i) the
      Available Funds for each Loan Group shall be distributed on each Distribution
      Date (other than on the Distribution Date following the optional purchase of
      the
      Mortgage Loans by the Master Servicer) in the following order of priority:
      

     

    (A) to
      the
      Class A-R, Class 1A-1A, Class 1A-1B, Class 2A-1A, Class 2A-1B, Class 3A-1A,
      Class 3A-1B, Class 4A-1A, Class 4A-1B, Class 5A-1A, Class 5A-1B, Class X-1
      and
      Class X-4 Certificates, the related Interest Distributable Amounts for that
      date, pro
      rata,
      based
      on the Interest Distributable Amount to which each such Class is entitled;
      and

    


    (B) an
      amount
      equal to the Senior Principal Distribution Amount for each related Loan Group
      for that date, as follows, concurrently:

     

    
      
        
        

      

      
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    (i)
      an
      amount equal to the Senior Principal Distribution Amount for Loan Group 1 for
      that Distribution Date, in the following order of priority:

     

    first,
      to the
      Class A-R Certificate, until the Class Principal Balance of such Class is
      reduced to zero; and

     

    second,
      to the
      Class 1A-1A and Class 1A-1B Certificates, pro
      rata based
      on
      their respective Class Principal Balances, until the Class Principal Balances
      of
      such Classes are reduced to zero; 

     

    (ii)
      concurrently,
      to the
      Class 2A-1A and Class 2A-1B Certificates, pro
      rata
      based on
      their respective Class Principal Balances, until the Class Principal Balances
      of
      such Classes are reduced to zero; 

     

    (iii)
      concurrently,
      to the
      Class 3A-1A and Class 3A-1B Certificates, pro
      rata based
      on
      their Class Principal Balances, until the Class Principal Balances of such
      Classes are reduced to zero; 

     

    (iii)
      concurrently,
      to the
      Class 4A-1A and Class 4A-1B Certificates, pro
      rata based
      on
      their Class Principal Balances, until the Class Principal Balances of such
      Classes are reduced to zero; and

     

    (iii)
      concurrently,
      to the
      Class 5A-1A and Class 5A-1B Certificates, pro
      rata based
      on
      their Class Principal Balances, until the Class Principal Balances of such
      Classes are reduced to zero.

    


    (ii) the
      Available Funds for each Loan Group remaining after giving effect to the
      distributions specified in subsection (i) above shall be distributed to the
      Certificateholders in the following order of priority:

     

    (1) to
      the
      Class B-1 Certificates, the related Interest Distributable Amount for that
      date;

     

    (2) to
      the
      Class B-1 Certificates, an amount allocable to principal equal to their Pro
      Rata
      Share for such Distribution Date, until the Class Principal Balance of such
      Class is reduced to zero;

     

    (3) to
      the
      Class B-2 Certificates, the related Interest Distributable Amount for that
      date;

     

    
      
        
        

      

      
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    (4) to
      the
      Class B-2 Certificates, an amount allocable to principal equal to their Pro
      Rata
      Share for such Distribution Date, until the Class Principal Balance of such
      Class is reduced to zero;

     

    (5) to
      the
      Class B-3 Certificates, the related Interest Distributable Amount for that
      date;

     

    (6) to
      the
      Class B-3 Certificates, an amount allocable to principal equal to their Pro
      Rata
      Share for such Distribution Date, until the Class Principal Balance of such
      Class is reduced to zero;

     

    (7) to
      the
      Class B-4 Certificates, the related Interest Distributable Amount for that
      date;

     

    (8) to
      the
      Class B-4 Certificates, an amount allocable to principal equal to their Pro
      Rata
      Share for such Distribution Date, until the Class Principal Balance of such
      Class is reduced to zero;

     

    (9) to
      the
      Class B-5 Certificates, the related Interest Distributable Amount for that
      date;

     

    (10) to
      the
      Class B-5 Certificates, an amount allocable to principal equal to their Pro
      Rata
      Share for such Distribution Date, until the Class Principal Balance of such
      Class is reduced to zero;

     

    (11) to
      the
      Class B-6 Certificates, the related Interest Distributable Amount for that
      date;


     

    (12) to
      the
      Class B-6 Certificates, an amount allocable to principal equal to their Pro
      Rata
      Share for such Distribution Date, until the Class Principal Balance of such
      Class is reduced to zero; and

     

    (13) to
      the
      Holder of the Class A-R Certificate, any Available Funds, other than any portion
      thereof in respect of Premium Proceeds, then remaining.

    


    (iii) the
      Available Funds for each Loan Group remaining after giving effect to the
      distributions specified in subsections (i) and (ii) above will be distributed
      to
      the Holder of the Class A-R Certificate, any Available Funds for Loan Group
      1,
      Loan Group 2, Loan Group 3, Loan Group 4 and Loan Group 5, other than any
      portion thereof in respect of Premium Proceeds, then remaining.

     

    On
      the
      Distribution Date following the optional purchase of the Mortgage Loans by
      the
      Master Servicer, Available Funds shall be applied in the amounts and in the
      order specified above, except that no amounts will distributed pursuant to
      Section 5.01(a)(iii) above and the portion of Available Funds remaining after
      the distribution pursuant to Section 5.01(a)(i) above will be applied in the
      order specified in Section 5.01(a)(iv).

    


    
      
        
        

      

      
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    (b) Amounts
      to be paid to the Holders of a Class of Certificates shall be payable with
      respect to all Certificates of that Class, pro
      rata,
      based
      on the Certificate Principal Balance or Certificate Notional Balance, as
      applicable, of each Certificate of that Class.

     

    (c) [Reserved].

     

    (d) Notwithstanding
      the priority and allocation set forth in Section 5.01(a)(ii) above, if with
      respect to any Class of Subordinate Certificates on any Distribution Date the
      sum of the related Class Subordination Percentages of such Class and of all
      other Classes of Subordinate Certificates which have a higher numerical Class
      designation than such Class (the “Applicable
      Credit Support Percentage”)
      is
      less than the Original Applicable Credit Support Percentage for such Class,
      no
      distribution of Principal Prepayments will be made to any such Classes (the
      “Restricted
      Classes”)
      and
      the amount of such Principal Prepayment otherwise distributable to the
      Restricted Classes shall be distributed to any Classes of Subordinate
      Certificates having lower numerical Class designations than such Class,
pro
      rata,
      based
      on the Class Principal Balances of the respective Classes immediately prior
      to
      such Distribution Date and shall be distributed in the sequential order provided
      in Section 5.01(a)(ii) above.

     

    (e) [Reserved].
      

     

    (f) i) Notwithstanding
      the priority and allocation set forth in Section 5.01(a)(ii), with respect
      to
      any Loan Group, on each Distribution Date prior to the Senior Credit Support
      Depletion Date but after the date on which the aggregate Class Principal Balance
      of each Class of the Senior Certificates related to a Loan Group have been
      reduced to zero, 100% of the Principal Prepayments on the Mortgage Loans in
      that
      Loan Group otherwise distributable on each Class of Subordinate Certificates
      pursuant to Section 5.01(a)(ii), in reverse order of priority, shall be
      distributed as principal to the Senior Certificates related to each other Loan
      Group remaining outstanding in the amounts provided in the next succeeding
      sentence, provided that on such Distribution Date either clause (i) or (ii)
      in
      the definition of the Two Times Test has not been met. Such amount shall be
      allocated among the other Groups, pro
      rata
      based on
      aggregate Class Principal Balance of the related Senior Certificates, and paid
      to the Senior Certificates in such Group or Groups in the same priority as
      such
      Certificates would receive other distributions of principal pursuant to Section
      5.01(a).

     

    (ii) (A) On
      any
      Distribution Date on which the Senior Certificates related to a Loan Group
      constitute an Undercollateralized Group, all amounts otherwise distributable
      as
      Available Funds on the Subordinate Certificates, in reverse order of priority
      (or, following the Senior Credit Support Depletion Date, such other amounts
      described in the immediately following sentence), will be distributed as
      principal to the Senior Certificates of such Undercollateralized Group pursuant
      to Section 5.01(a) first,
      up to
      the sum of the Accrued Interest Amount and the Principal Deficiency Amount
      for
      the related Undercollateralized Group (such distribution, an “Undercollateralization
      Distribution”)
      and
second,
      to pay
      to the Subordinate Certificates and the Class A-R Certificate in the same order
      and priority as provided in Section 5.01(a)(ii). In the event that the Senior
      Certificates related to a Loan Group constitute an Undercollateralized Group
      on
      any Distribution Date following the Senior Credit Support Depletion Date,
      Undercollateralization Distributions will be made from any Available Funds
      for a
      Loan Group not related to an Undercollateralized Group remaining after all
      required amounts have been distributed to the related Class of Senior
      Certificates. Undercollateralization Distributions will be applied first
      to pay
      accrued but unpaid interest, if any, and second
      to pay
      principal in the same priority and allocation provided in Section
      5.01(a).

     

    
      
        
        

      

      
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    (B) If
      on any
      Distribution Date there are two or more Undercollateralized Groups, the
      distribution described in paragraph (ii)(A) above will be made pro
      rata
      based on
      the related Principal Deficiency Amount.

     

    (g) Distributions
      on Physical Certificates.
      The
      Paying Agent shall make distributions in respect of a Distribution Date to
      each
      Certificateholder of record on the related Record Date (other than as provided
      in Section 10.01 hereof respecting the final distribution), in the case of
      Certificateholders of the Physical Certificates, by check or money order mailed
      to such Certificateholder at the address appearing in the Certificate Register,
      or by wire transfer. Distributions among Certificateholders of a Class shall
      be
      made in proportion to the Percentage Interests evidenced by the Certificates
      of
      that Class held by such Certificateholders.

     

    (h) Distributions
      on Book-Entry Certificates.
      Each
      distribution with respect to a Book-Entry Certificate shall be paid to the
      Depository, which shall credit the amount of such distribution to the accounts
      of its Depository Participants in accordance with its normal procedures. Each
      Depository Participant shall be responsible for disbursing such distribution
      to
      the Certificate Owners that it represents and to each indirect participating
      brokerage firm (a “brokerage firm” or “indirect participating firm”) for which
      it acts as agent. Each brokerage firm shall be responsible for disbursing funds
      to the Certificate Owners that it represents. All such credits and disbursements
      with respect to a Book-Entry Certificate are to be made by the Depository and
      the Depository Participants in accordance with the provisions of the
      Certificates. None of the Trustee, the Paying Agent, the Depositor or the Seller
      shall have any responsibility therefor.

     

    SECTION
      5.02. [Reserved].

     

    SECTION
      5.03. Allocation
      of Realized Losses. 

     

    (a) On
      or
      prior to each Distribution Date, the Securities Administrator shall aggregate
      the loan-level information provided by the Master Servicer with respect to
      the
      total amount of Realized Losses, if any, with respect to the Mortgage Loans
      in
      each Loan Group for the related Distribution Date and include such information
      in the Distribution Date Statement.

     

    (b) On
      each
      Distribution Date, Realized Losses that occurred during the related prepayment
      period shall be allocated as follows:

     

    first,
      to the
      Subordinate Certificates in reverse order of their respective numerical Class
      designations (beginning with the Class of Subordinate Certificates with the
      highest numerical Class designation) until the Class Principal Balance of each
      such Class is reduced to zero; and

     

    
      
        
        

      

      
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    second,
      to the
      Senior Certificates (other than the Interest-Only Certificates), pro
      rata,
      until
      the Class Principal Balance of each such Class is reduced to zero; provided,
      however,
      the
      Class 1A-1B Certificates will bear the principal portion of all Realized Losses
      allocable to the Class 1A-1A Certificates for so long as the Class 1A-1A
      Certificates are outstanding; provided,
      further,
      the
      Class 2A-1B Certificates will bear the principal portion of all Realized Losses
      allocable to the Class 2A-1A Certificates for so long as the Class 2A-1A
      Certificates are outstanding; provided,
      further,
      the
      Class 3A-1B Certificates will bear the principal portion of all Realized Losses
      allocable to the Class 3A-1A Certificates for so long as the Class 3A-1A
      Certificates are outstanding; provided,
      further,
      the
      Class 4A-1B Certificates will bear the principal portion of all Realized Losses
      allocable to the Class 4A-1A Certificates for so long as the Class 4A-1A
      Certificates are outstanding; provided,
      further,
      the
      Class 5A-1B Certificates will bear the principal portion of all Realized Losses
      allocable to the Class 5A-1A Certificates for so long as the Class 5A-1A
      Certificates are outstanding.

     

    (c) The
      Class
      Principal Balance of the Class of Subordinate Certificates then outstanding
      with
      the highest numerical Class designation shall be reduced on each Distribution
      Date by the amount, if any, by which the aggregate of the Class Principal
      Balances of all outstanding Classes of Certificates (after giving effect to
      the
      distribution of principal and the allocation of Realized Losses on such
      Distribution Date) exceeds the aggregate of the Stated Principal Balances of
      all
      the Mortgage Loans for the following Distribution Date.

     

    (d) Any
      Realized Loss allocated to a Class of Certificates or any reduction in the
      Class
      Principal Balance of a Class of Certificates pursuant to Section 5.03(b) or
      (c)
      shall be allocated among the Certificates of such Class, pro
      rata,
      in
      proportion to their respective Certificate Principal Balances.

     

    (e) Any
      allocation of Realized Losses to a Certificate or any reduction in the
      Certificate Principal Balance of a Certificate pursuant to Section 5.03(b)
      or
      (c) shall be accomplished by reducing the Certificate Principal Balance thereof
      immediately following the distributions made on the related Distribution Date
      in
      accordance with the definition of “Certificate Principal Balance.”

     

    SECTION
      5.04. Statements. 

     

    (a) On
      each
      Distribution Date, the Securities Administrator shall make available to each
      Certificateholder, the Seller, the Master Servicer, the Trustee and the Rating
      Agencies, a statement based, as applicable, on loan-level information provided
      to it by the Master Servicer and the Servicers, (the “Distribution
      Date Statement”)
      as to
      the distributions to be made or made, as applicable, on such Distribution Date.
      The Distribution Date Statement shall include the following:

     

    
      
        
        

      

      
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    (i) the
      amount of the distribution made on such Distribution Date to the Holders of
      each
      Class of Certificates allocable to principal;

     

    (ii) the
      amount of the distribution made on such Distribution Date to the Holders of
      each
      Class of Certificates allocable to interest;

     

    (iii) the
      Senior Percentage, Senior Prepayment Percentage, Subordinate Percentage and
      Subordinate Prepayment Percentage with respect to each Loan Group for the
      following Distribution Date;

     

    (iv) the
      aggregate amount of Servicing Fees and Master Servicing Fees for the related
      Due
      Period;

     

    (v) the
      aggregate amount of Advances for the related Due Period and the amount of
      unreimbursed Advances;

     

    (vi) [reserved];
      

     

    (vii) the
      Loan
      Group Balance and related Net WAC and applicable Net WAC Cap for each Loan
      Group
      at the Close of Business at the end of the related Due Period;

     

    (viii) for
      each
      Loan Group, the aggregate Principal Balance of the Six-Month LIBOR Indexed,
      One-Year LIBOR Indexed, Six-Month COFI Indexed and One-Year CMT Indexed Mortgage
      Loans at the Close of Business at the end of the related Due
      Period;

     

    (ix) [reserved];

     

    (x) [reserved];

     

    (xi) the
      number and aggregate unpaid principal balance of Mortgage Loans for each Loan
      Group, (a) 30 to 59 days Delinquent, (b) 60 to 89 days Delinquent, (c) 90
      or more days Delinquent, (d) as to which foreclosure proceedings have been
      commenced and (e) in bankruptcy, in each case as of the close of business on
      the
      last day of the preceding calendar month, in each case, using the MBA
      method;

     

    (xii) the
      book
      value (if available) of any REO Property as of the Close of Business on the
      last
      Business Day of the calendar month preceding the Distribution Date, and,
      cumulatively, the total number and cumulative principal balance of all REO
      Properties in each Loan Group as of the Close of Business of the last day of
      the
      preceding Due Period;

     

    (xiii) the
      aggregate amount of Principal Prepayments with respect to each Loan Group made
      during the related Prepayment Period;

     

    (xiv) the
      aggregate amount of Realized Losses incurred during the related Due Period
      for
      each Loan Group and the cumulative amount of Realized Losses and the amount
      of
      Realized Losses, if any, allocated to each Class of Certificates;

     

    
      
        
        

      

      
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    (xv) the
      Class
      Principal Balance or Class Notional Balance, as applicable, of each Class of
      Certificates and the Apportioned Principal Balances of the Subordinate
      Certificates after giving effect to any distributions made thereon, on such
      Distribution Date;

     

    (xvi) the
      Monthly Interest Distributable Amount and the Interest Distributable Amount
      in
      respect of each Class of Certificates, for such Distribution Date and the
      respective portions thereof, if any, remaining unpaid following the
      distributions made in respect of such Certificates on such Distribution
      Date;

     

    (xvii) the
      aggregate amount of any Net Interest Shortfalls and the Unpaid Interest
      Shortfall Amount for such Distribution Date;

     

    (xviii) the
      Available Funds with respect to each Loan Group;

     

    (xix) the
      Pass-Through Rate for each Class of Certificates for such Distribution Date;
      

     

    (xx) the
      aggregate Principal Balance of Mortgage Loans purchased hereunder by the Seller
      during the related Due Period, and indicating the relevant section of the
      Servicing Agreement, or the Section of this Agreement, as applicable, requiring
      or allowing the purchase of each such Mortgage Loan; and

     

    (xxi) the
      amount of any Principal Deficiency Amounts or Accrued Interest Amounts paid
      to
      an Undercollateralized Group or amounts paid pursuant to Section
      5.01(f)(i).

     

    The
      Securities Administrator will make the Distribution Date Statement (and, at
      its
      option, any additional files containing the same information in an alternative
      format) available each month to Certificateholders and the other parties to
      this
      Agreement via the Securities Administrator’s internet website. The Securities
      Administrator’s internet website shall initially be located at “www.ctslink.com.”
      Assistance in using the website can be obtained by calling the Securities
      Administrator’s customer service desk at (301) 815-6600. Parties that are unable
      to use the above distribution option are entitled to have a paper copy mailed
      to
      them via first class mail by calling the customer service desk and indicating
      such. The Securities Administrator shall have the right to change the way such
      reports are distributed in order to make such distribution more convenient
      and/or more accessible to the parties, and the Securities Administrator shall
      provide timely and adequate notification to all parties regarding any such
      change.

     

    In
      the
      case of information furnished pursuant to subclauses (i) and (ii) above, the
      amounts shall be expressed in a separate section of the report as a dollar
      amount for each Class for each $1,000 original dollar amount as of the Cut-Off
      Date.

     

    In
      addition to the information listed above, such Distribution Date Statement
      shall
      also include the information required by Item 1121 (§ 229.1121) of Regulation
      AB.

     

    (b) Within
      a
      reasonable period of time after the end of each calendar year, the Securities
      Administrator shall, upon written request, furnish to each Person who at any
      time during the calendar year was a Certificateholder of a Regular Certificate,
      if requested in writing by such Person, such information as is reasonably
      necessary to provide to such Person a statement containing the information
      set
      forth in subclauses (i) through (iii) and (xxi) above, aggregated for such
      calendar year or applicable portion thereof during which such Person was a
      Certificateholder and such other customary information which a Certificateholder
      reasonably requests to prepare its tax returns. Such obligation of the
      Securities Administrator shall be deemed to have been satisfied to the extent
      that substantially comparable information shall be prepared and furnished by
      the
      Securities Administrator to Certificateholders pursuant to any requirements
      of
      the Code as are in force from time to time.

     

    
      
        
        

      

      
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    (c) On
      each
      Distribution Date, the Securities Administrator shall supply an electronic
      tape
      to Bloomberg Financial Markets, Inc. in a format acceptable to Bloomberg
      Financial Markets, Inc. on a monthly basis, and shall supply an electronic
      tape
      to Loan Performance and Intex Solutions in a format acceptable to Loan
      Performance and Intex Solutions on a monthly basis.

     

    SECTION
      5.05. Remittance
      Reports; Advances. 

     

    (a) No
      later
      than the second Business Day following each Determination Date, the Master
      Servicer shall deliver to the Securities Administrator by telecopy or electronic
      mail (or by such other means as the Master Servicer and the Securities
      Administrator may agree from time to time) the Remittance Report with respect
      to
      the related Distribution Date. Not later than the Close of Business New York
      time three Business Days prior to the related Distribution Date, the Master
      Servicer shall deliver or cause to be delivered to the Securities Administrator
      in addition to the information provided on the Remittance Report, such other
      loan-level information reasonably available to it with respect to the Mortgage
      Loans as the Securities Administrator may reasonably require to perform the
      calculations necessary to make the distributions contemplated by Section 5.01.
      

     

    (b) If
      the
      Monthly Payment on a Mortgage Loan that was due on a related Due Date and is
      delinquent, other than as a result of application of the Relief Act, and for
      which the related Servicer was required to make an advance pursuant to the
      related Servicing Agreement, exceeds the amount deposited in the Distribution
      Account which will be used for an advance with respect to such Mortgage Loan,
      the Master Servicer will deposit in the Distribution Account not later than
      the
      Business Day immediately preceding the related Distribution Date an amount
      equal
      to such deficiency, net of the Servicing Fee and the Master Servicing Fee,
      for
      such Mortgage Loan except to the extent the Master Servicer determines any
      such
      Advance to be Nonrecoverable from Liquidation Proceeds, Insurance Proceeds
      or
      future payments on the Mortgage Loan for which such Advance was made. Subject
      to
      the foregoing, the Master Servicer shall continue to make such Advances through
      the date that a Servicer is required to do so under its Servicing Agreement,
      subject to the Master Servicer’s determination as to recoverability. If
      applicable, on the Business Day immediately preceding the related Distribution
      Date, the Master Servicer shall present an Officer’s Certificate to the
      Securities Administrator and the Trustee (i) stating that the Master Servicer
      elects not to make a Advance in a stated amount and (ii) detailing the reason
      it
      deems the advance to be Nonrecoverable.

     

    
      
        
        

      

      
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    SECTION
      5.06. Compensating
      Interest Payments. 

     

    The
      amount of the Master Servicing Fee payable to the Master Servicer in respect
      of
      any Distribution Date shall be reduced (but not below zero) by the amount of
      any
      Compensating Interest Payment for such Distribution Date, but only to the extent
      that Interest Shortfalls relating to such Distribution Date are required to
      be
      paid but are not actually paid by the Servicers on the Servicer Remittance
      Date.
      Such amount shall not be treated as an Advance and shall not be reimbursable
      to
      the Master Servicer.

     

    SECTION
      5.07. [Reserved].

     

    SECTION
      5.08. Recoveries.

     

    (a) With
      respect to any Class of Certificates to which a Realized Loss has been allocated
      (including any such Class for which the related Class Principal Balance has
      been
      reduced to zero), the Class Principal Balance of such Class will be increased,
      up to the amount of related Recoveries for such Distribution Date as
      follows:

     

    (i) first,
      the Class Principal Balance of each Class of Senior Certificates related to
      the
      Loan Group from which the Recovery was collected, will be increased pro
      rata,
      up to
      the amount by which Net Realized Losses previously allocated to each such Class
      exceeds the amount of Recoveries for such Distribution Date previously
      distributed to such Class, and 

     

    (ii) second,
      the Class Principal Balance of each Class of Subordinate Certificates will
      be
      increased in order of seniority, up to the amount by which Net Realized Losses
      previously allocated to each such Class exceeds the amount of Recoveries for
      such Distribution Date previously distributed to such Class.

     

    (b) Any
      increase to the Class Principal Balance of a Class of Certificates shall
      increase the Certificate Principal Balance of each Certificate of the related
      Class pro
      rata
      in
      accordance with each Percentage Interest.

     

    ARTICLE
      VI

     

    THE
      CERTIFICATES

     

    SECTION
      6.01. The
      Certificates.

     

    The
      Certificates shall be substantially in the form annexed hereto as Exhibit A-1
      through E. Each of the Certificates shall, on original issue, be executed by
      the
      Securities Administrator and authenticated and delivered by the Certificate
      Registrar upon the written order of the Depositor concurrently with the sale
      and
      assignment to the Trustee of the Trust Fund. Each Class of the Regular
      Certificates shall be initially evidenced by one or more Certificates
      representing a Percentage Interest with a minimum dollar denomination of $25,000
      and integral dollar multiples of $1 in excess thereof, and in the case of the
      Class X-1, Class X-4 and Class A-R Certificates, $100,000 and integral dollar
      multiples of $1 in excess thereof. The Class A-R Certificates will be issued
      as
      a single certificate in physical form. 

     

    
      
        
        

      

      
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    The
      Certificates shall be executed on behalf of the Trust by manual or facsimile
      signature on behalf of the Securities Administrator by a Responsible Officer.
      Certificates bearing the manual or facsimile signatures of individuals who
      were,
      at the time when such signatures were affixed, authorized to sign on behalf
      of
      the Trustee shall be binding, notwithstanding that such individuals or any
      of
      them have ceased to be so authorized prior to the authentication and delivery
      of
      such Certificates or did not hold such offices at the date of such Certificate.
      Each Certificate shall, on original issue, be authenticated by the Certificate
      Registrar upon the order of the Depositor. No Certificate shall be entitled
      to
      any benefit under this Agreement or be valid for any purpose, unless such
      Certificate shall have been manually authenticated by the Certificate Registrar
      substantially in the form provided for herein, and such authentication upon
      any
      Certificate shall be conclusive evidence, and the only evidence, that such
      Certificate has been duly authenticated and delivered hereunder. All
      Certificates shall be dated the date of their authentication. At any time and
      from time to time after the execution and delivery of this Agreement, the
      Depositor may deliver Certificates executed by the Trustee to the Certificate
      Registrar for authentication and the Certificate Registrar shall authenticate
      and deliver such Certificates as provided in this Agreement and not otherwise.
      Subject to Section 6.02(c), the Senior Certificates (other than the Class A-R
      Certificates) and the Subordinate Certificates shall be Book-Entry Certificates.
      The Class A-R Certificates shall be Physical Certificates.

     

    The
      Private Certificates shall be offered and sold in reliance either on (i) the
      exemption from registration under Rule 144A of the 1933 Act and shall be issued
      initially in the form of one or more permanent global Certificates in
      definitive, fully registered form with the applicable legends set forth in
      Exhibit C (each, a “Restricted
      Global Security”)
      or
      (ii) Regulation S and shall be issued initially in the form of one or more
      permanent global Certificates in definitive, fully registered form without
      interest coupons with the applicable legends set forth in Exhibit C hereto
      (each, a “Regulation
      S Global Security”),
      which
      shall be deposited on behalf of the subscribers for such Certificates
      represented thereby with the Trustee, as custodian for DTC and registered in
      the
      name of a nominee of DTC, duly executed by the Securities Administrator and
      authenticated by the Certificate Registrar as hereinafter provided. The
      aggregate principal amounts of the Restricted Global Securities or Regulation
      S
      Global Securities, as applicable, may from time to time be increased or
      decreased by adjustments made on the records of the Certificate Registrar and
      DTC or its nominee, as the case may be, as hereinafter provided.

     

    SECTION
      6.02. Registration
      of Transfer and Exchange of Certificates. 

     

    (a) The
      Certificate Registrar shall cause to be kept a Certificate Register in which,
      subject to such reasonable regulations as it may prescribe, the Certificate
      Registrar shall provide for the registration of Certificates and of transfers
      and exchanges of Certificates as herein provided. The Securities Administrator
      is hereby appointed, and the Securities Administrator hereby accepts its
      appointment as, initial Certificate Registrar on behalf of the Trustee, for
      the
      purpose of registering Certificates and transfers and exchanges of Certificates
      as herein provided.

     

    
      
        
        

      

      
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    Upon
      surrender for registration of transfer of any Certificate at the Corporate
      Trust
      Office of the Certificate Registrar maintained for such purpose pursuant to
      the
      foregoing paragraph, the Securities Administrator on behalf of the Trust shall
      execute, and the Certificate Registrar shall authenticate and deliver, in the
      name of the designated transferee or transferees, one or more new Certificates
      of the same aggregate Percentage Interest.

     

    At
      the
      option of the Certificateholders, Certificates may be exchanged for other
      Certificates in authorized denominations and the same aggregate Percentage
      Interests, upon surrender of the Certificates to be exchanged at any such office
      or agency. Whenever any Certificates are so surrendered for exchange, the
      Securities Administrator shall execute on behalf of the Trust, and the
      Certificate Registrar shall authenticate and deliver the Certificates which
      the
      Certificateholder making the exchange is entitled to receive. Every Certificate
      presented or surrendered for registration of transfer or exchange shall (if
      so
      required by the Certificate Registrar) be duly endorsed by, or be accompanied
      by
      a written instrument of transfer satisfactory to the Certificate Registrar
      duly
      executed by, the Holder thereof or his attorney duly authorized in
      writing.

     

    (b) Except
      as
      provided in paragraph (c) or (d) below, the Book-Entry Certificates shall at
      all
      times remain registered in the name of the Depository or its nominee and at
      all
      times: (i) registration of such Certificates may not be transferred by the
      Securities Administrator or the Certificate Registrar except to another
      Depository; (ii) the Depository shall maintain book-entry records with respect
      to the Certificate Owners and with respect to ownership and transfers of such
      Certificates; (iii) ownership and transfers of registration of such Certificates
      on the books of the Depository shall be governed by applicable rules established
      by the Depository; (iv) the Depository may collect its usual and customary
      fees,
      charges and expenses from its Depository Participants; (v) the Certificate
      Registrar, the Paying Agent and the Trustee shall for all purposes deal with
      the
      Depository as representative of the Certificate Owners of such Certificates
      for
      purposes of exercising the rights of Holders under this Agreement, and requests
      and directions for and votes of such representative shall not be deemed to
      be
      inconsistent if they are made with respect to different Certificate Owners;
      (vi)
      the Trustee, the Paying Agent and the Certificate Registrar may rely and shall
      be fully protected in relying upon information furnished by the Depository
      with
      respect to its Depository Participants and furnished by the Depository
      Participants with respect to indirect participating firms and Persons shown
      on
      the books of such indirect participating firms as direct or indirect Certificate
      Owners; and (vii) the direct participants of the Depository shall have no
      rights under this Agreement under or with respect to any of the Certificates
      held on their behalf by the Depository, and the Depository may be treated by
      the
      Trustee, the Paying Agent, the Certificate Registrar and their respective
      agents, employees, officers and directors as the absolute owner of the
      Certificates for all purposes whatsoever.

     

    All
      transfers by Certificate Owners of Book-Entry Certificates shall be made in
      accordance with the procedures established by the Depository Participant or
      brokerage firm representing such Certificate Owners. Each Depository Participant
      shall only transfer Book-Entry Certificates of Certificate Owners that it
      represents or of brokerage firms for which it acts as agent in accordance with
      the Depository’s normal procedures. The parties hereto are hereby authorized to
      execute one or more Letter of Representations with the Depository or take such
      other action as may be necessary or desirable to register a Book-Entry
      Certificate to the Depository. In the event of any conflict between the terms
      of
      any such Letter of Representation and this Agreement, the terms of this
      Agreement shall control.

     

    
      
        
        

      

      
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    (c) If
      (x)
      the Depository or the Depositor advises the Certificate Registrar in writing
      that the Depository is no longer willing or able to discharge properly its
      responsibilities as Depository and (y) the Certificate Registrar or the
      Depositor is unable to locate a qualified successor, upon surrender to the
      Certificate Registrar of the Book-Entry Certificates by the Depository,
      accompanied by registration instructions from the Depository for registration,
      the Securities Administrator shall at the Seller’s expense execute on behalf of
      the Trust and authenticate definitive, fully registered certificates (the
“Definitive
      Certificates”).
      Neither the Depositor nor the Certificate Registrar shall be liable for any
      delay in delivery of such instructions and may conclusively rely on, and shall
      be protected in relying on, such instructions. Upon the issuance of Definitive
      Certificates, the Trustee, the Certificate Registrar, the Paying Agent and
      the
      Depositor shall recognize the Holders of the Definitive Certificates as
      Certificateholders hereunder.

     

    (d) No
      transfer, sale, pledge or other disposition of any Private Certificate, other
      than a Private Certificate sold in an offshore transaction in reliance on
      Regulation S, shall be made unless such disposition is exempt from the
      registration requirements of the 1933 Act, and any applicable state securities
      laws or is made in accordance with the 1933 Act and laws. Any Private
      Certificates sold to an “accredited investor” under Rule 501(a)(1), (2), (3) or
      (7) under the 1933 Act shall be issued only in the form of one or more
      Definitive Certificates and the records of the Certificate Registrar and DTC
      or
      its nominee shall be adjusted to reflect the transfer of such Definitive
      Certificates. In the event of any transfer of any Private Certificate in the
      form of a Definitive Certificate, (i) the transferee shall certify (A) such
      transfer is made to a Qualified Institutional Buyer in reliance upon Rule 144A
      (as evidenced by an investment letter delivered to the Certificate Registrar,
      in
      substantially the form attached hereto as Exhibit J-2) under the 1933 Act,
      or
      (B) such transfer is made to an “accredited investor” under Rule 501(c)(1), (2),
      (3) or (7) under the 1933 Act (as evidenced by an investment letter delivered
      to
      the Certificate Registrar, in substantially the form attached hereto as Exhibit
      J-1, and, if so required by the Certificate Registrar and the Depositor, a
      written Opinion of Counsel (which may be in-house counsel) acceptable to and
      in
      form and substance reasonably satisfactory to the Certificate Registrar and
      the
      Depositor, delivered to the Certificate Registrar and the Depositor stating
      that
      such transfer may be made pursuant to an exemption, including a description
      of
      the applicable exemption and the basis therefor, from the 1933 Act or is being
      made pursuant to the 1933 Act, which Opinion of Counsel shall not be an expense
      of the Trust, the Trustee, the Certificate Registrar, the Master Servicer,
      the
      Securities Administrator or the Depositor) or (ii) the Certificate Registrar
      shall require the transferor to execute a transferor certificate and the
      transferee to execute an investment letter acceptable to and in form and
      substance reasonably satisfactory to the Depositor and the Certificate Registrar
      certifying to the Depositor and the Certificate Registrar the facts surrounding
      such transfer, which investment letter shall not be an expense of the Trust,
      the
      Trustee, the Certificate Registrar, the Master Servicer, the Securities
      Administrator or the Depositor. Each Holder of a Private Certificate desiring
      to
      effect such transfer shall, and does hereby agree to, indemnify the Trustee,
      the
      Certificate Registrar, the Securities Administrator, the Seller and the
      Depositor against any liability that may result if the transfer is not so exempt
      or is not made in accordance with such federal and state laws.

     

    
      
        
        

      

      
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    In
      the
      case of a Private Certificate that is a Book-Entry Certificate, for purposes
      of
      the preceding paragraph, the representations set forth in the investment letter
      in clause (i) shall be deemed to have been made to the Certificate Registrar
      by
      the transferee’s acceptance of such Private Certificate that is also a
      Book-Entry Certificate (or the acceptance by a Certificate Owner of the
      beneficial interest in such Certificate).

     

    If
      any
      Certificate Owner that is required under this Section 6.02(d) to transfer its
      Class B-4, Class B-5 or Class B-6 Certificates that are Book-Entry Certificates
      in the form of Definitive Certificates, (i) notifies the Certificate
      Registrar of such transfer or exchange and (ii) transfers such Book-Entry
      Certificates to the Certificate Registrar, in its capacity as such, through
      the
      book-entry facilities of the Depository, then the Certificate Registrar shall
      decrease the balance of such Book-Entry Certificates, or the Certificate
      Registrar shall use reasonable efforts to cause the surrender to the Certificate
      Registrar of such Book-Entry Certificates by the Depository, and thereupon,
      the
      Trustee, on behalf of the Trust, shall execute and the Certificate Registrar
      shall authenticate and deliver to such Certificate Owner or its designee one
      or
      more Definitive Certificates in authorized denominations and with a like
      aggregate Certificate Principal Balance.

     

    Subject
      to the provisions of this Section 6.02(d) governing registration of transfer
      and
      exchange Class B-4, Class B-5 or Class B-6 Certificates (i) held as
      Definitive Certificates may be transferred in the form of Book-Entry
      Certificates in reliance on Rule 144A (to one or more Qualified Institutional
      Buyers) or Regulation S under the 1933 Act that are acquiring such Definitive
      Certificates, their own accounts for or for the accounts of other Qualified
      Institutional Buyers and (ii) held as Definitive Certificates by a
      Qualified Institutional Buyer or an investor under Regulation S for its own
      account or for the account of another Qualified Institutional Buyer or
      Regulation S investor may be exchanged for Book-Entry Certificates, in each
      case
      upon surrender of such Certificates for registration of transfer or exchange
      at
      the offices of the Certificate Registrar maintained for such purpose. Whenever
      any such Certificates are so surrendered for transfer or exchange, either the
      Certificate Registrar shall increase the balance of the related Book-Entry
      Certificates ,or the Trustee on behalf of the Trust shall execute, and the
      Certificate Registrar shall authenticate and deliver, the Book-Entry
      Certificates for which such Certificates were transferred or exchanged, as
      necessary and appropriate. No Holder of any such Definitive Certificates other
      than a Qualified Institutional Buyer or a Regulation S investor holding such
      Certificates for its own account or for the account of another Qualified
      Institutional Buyer or Regulation S investor may exchange such Certificates
      for
      Book-Entry Certificates. Further, any Certificate Owner of such Book-Entry
      Certificates other than any such Qualified Institutional Buyers or Regulation
      S
      investors shall notify the Certificate Registrar of its status as such and
      shall
      transfer such Book-Entry Certificate to the Certificate Registrar, through
      the
      book-entry facilities of the Depository, whereupon, and also upon surrender
      to
      the Certificate Registrar of such Book-Entry Certificates by the Depository,
      (which surrender the Certificate Registrar shall use reasonable efforts to
      cause
      to occur), the Securities Administrator on behalf of the Trust shall execute,
      and the Certificate Registrar shall authenticate and deliver, to such
      Certificate Owner or such Certificate Owner’s nominee one or more Definitive
      Certificates in authorized denominations and with a like aggregate Certificate
      Principal Balance.

     

    
      
        
        

      

      
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    None
      of
      the Depositor, the Seller, the Securities Administrator, the Certificate
      Registrar or the Trustee is obligated to register or qualify the Private
      Certificates under the 1933 Act or any other securities laws or to take any
      action not otherwise required under this Agreement to permit the transfer of
      such Certificates without registration or qualification. Any Certificateholder
      desiring to effect the transfer of a Private Certificate shall, and does hereby
      agree to, indemnify the Trustee, the Seller, the Securities Administrator,
      the
      Depositor and the Certificate Registrar against any liability that may result
      if
      the transfer is not so exempt or is not made in accordance with such federal
      and
      state laws.

     

    No
      transfer of an ERISA-Restricted Certificate in the form of a Definitive
      Certificate shall be made unless the Certificate Registrar shall have received
      either (i) a representation from the transferee of such Certificate, acceptable
      to and in form and substance satisfactory to the Certificate Registrar and
      the
      Depositor (such requirement is satisfied only by the Certificate Registrar’s
      receipt of a representation letter from the transferee substantially in the
      form
      of Exhibit I-1 or I-2, as applicable, hereto), to the effect that such
      transferee is not an employee benefit plan subject to Section 406 of ERISA
      or a
      plan or arrangement subject to Section 4975 of the Code, nor a person acting
      on
      behalf of any such plan or arrangement nor using the assets of any such plan
      or
      arrangement to effect such transfer or (ii) if such Certificate has been the
      subject of an ERISA-Qualifying Underwriting, and the purchaser is an insurance
      company, a representation that the purchaser is an insurance company which
      is
      purchasing such Certificates with funds contained in an “insurance company
      general account” (as such term is defined in Section V(e) of Prohibited
      Transaction Class Exemption 95-60 (“PTCE
      95-60”)
      and
      that the purchase and holding of such Certificates are covered under Sections
      I
      and III of PTCE 95-60 or (iii) an Opinion of Counsel satisfactory to the
      Certificate Registrar, which Opinion of Counsel shall not be an expense of
      the
      Trustee, the Certificate Registrar, the Master Servicer, the Securities
      Administrator, the Depositor or the Trust, addressed to the Certificate
      Registrar, to the effect that the purchase and holding of such ERISA-Restricted
      Certificate in the form of a Definitive Certificate will not result in a
      non-exempt prohibited transaction under Section 406 of ERISA or Section 4975
      of
      the Code and will not subject the Trustee, the Certificate Registrar, the Master
      Servicer, the Servicers, the Securities Administrator or the Depositor to any
      obligation in addition to those expressly undertaken in this Agreement or to
      any
      liability. Notwithstanding anything else to the contrary herein, any purported
      transfer of an ERISA-Restricted Certificate in the form of a Definitive
      Certificate to an employee benefit plan subject to ERISA or Section 4975 of
      the
      Code without the delivery to the Certificate Registrar of an Opinion of Counsel
      satisfactory to the Certificate Registrar as described above shall be void
      and
      of no effect. 

     

    In
      the
      case of an ERISA-Restricted Certificate that is a Book-Entry Certificate, for
      purposes of clauses (i) or (ii) of the first sentence of the preceding
      paragraph, such representations shall be deemed to have been made to the
      Certificate Registrar by the transferee’s acceptance of such ERISA-Restricted
      Certificate that is also a Book-Entry Certificate (or the acceptance by a
      Certificate Owner of the beneficial interest in such Certificate).

     

    To
      the
      extent permitted under applicable law (including, but not limited to, ERISA),
      none of the Trustee, the Certificate Registrar or the Depositor shall have
      any
      liability to any Person for any registration of transfer of any ERISA-Restricted
      Certificate that is in fact not permitted by this Section 6.02(d) or for the
      Paying Agent making any payments due on such Certificate to the Holder thereof
      or taking any other action with respect to such Holder under the provisions
      of
      this Agreement so long as the transfer was registered by the Certificate
      Registrar in accordance with the foregoing requirements. In addition, none
      of
      the Trustee, the Certificate Registrar or the Depositor shall be required to
      monitor, determine or inquire as to compliance with the transfer restrictions
      with respect to any ERISA-Restricted Certificate in the form of a Book-Entry
      Certificate, and none of the Trustee, the Certificate Registrar or the Depositor
      shall have any liability for transfers of Book-Entry Certificates or any
      interests therein made in violation of the restrictions on transfer described
      in
      the Prospectus Supplement and this Agreement.

     

    
      
        
        

      

      
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    (e) Each
      Person who has or who acquires any Ownership Interest in the Residual
      Certificate shall be deemed by the acceptance or acquisition of such Ownership
      Interest to have agreed to be bound by the following provisions and to have
      irrevocably appointed the Depositor or its designee as its attorney-in-fact
      to
      negotiate the terms of any mandatory sale under clause (v) below and to execute
      all instruments of transfer and to do all other things necessary in connection
      with any such sale, and the rights of each Person acquiring any Ownership
      Interest in the Residual Certificate are expressly subject to the following
      provisions:

     

    (i) Each
      Person holding or acquiring any Ownership Interest in the Residual Certificate
      shall be a Permitted Transferee who acquires such Ownership Interest in the
      Residual Certificate for its own account and not in the capacity as trustee,
      nominee or agent for another Person and shall promptly notify the Certificate
      Registrar and the Trustee of any change or impending change in its status as
      such a Permitted Transferee.

     

    (ii) No
      Ownership Interest in the Residual Certificate may be registered on the Closing
      Date and no Ownership Interest in the Residual Certificate may thereafter be
      transferred, and the Certificate Registrar shall not register the Transfer
      of
      the Residual Certificate unless, in addition to the certificates required to
      be
      delivered under subsection (d) above, the Trustee and the Certificate Registrar
      shall have been furnished with an affidavit (“Transfer
      Affidavit”)
      of the
      initial owner of such Residual Certificate or proposed transferee of the
      Residual Certificate in the form attached hereto as Exhibit L.

     

    (iii) In
      connection with any proposed transfer of any Ownership Interest in the Residual
      Certificate, the Trustee and the Certificate Registrar shall as a condition
      to
      registration of the transfer, require delivery to them of a Transferor
      Certificate in the form of Exhibit K hereto from the proposed transferor to
      the
      effect that the transferor (a) has no knowledge the proposed Transferee is
      not a
      Permitted Transferee acquiring an Ownership Interest in such Residual
      Certificate for its own account and not in a capacity as trustee, nominee,
      or
      agent for another Person, and (b) has not undertaken the proposed transfer
      in
      whole or in part to impede the assessment or collection of tax.

     

    (iv) Any
      attempted or purported Transfer of any Ownership Interest in the Residual
      Certificate in violation of the provisions of this Section shall be absolutely
      null and void and shall vest no rights in the purported transferee. If any
      purported transferee shall, in violation of the provisions of this Section,
      become a Holder of such Residual Certificate, then the prior Holder of such
      Residual Certificate that is a Permitted Transferee shall, upon discovery that
      the registration of Transfer of such Residual Certificate was not in fact
      permitted by this Section, be restored to all rights as Holder thereof
      retroactive to the date of registration of transfer of such Residual
      Certificate. None of the Trustee, the Certificate Registrar or the Depositor
      shall have any liability to any Person for any registration of Transfer of
      the
      Residual Certificate that is in fact not permitted by this Section or for the
      Paying Agent making any distributions due on the Residual Certificate to the
      Holder thereof or taking any other action with respect to such Holder win the
      provisions of this Agreement so long as the Trustee and the Certificate
      Registrar received the documents specified in clause (iii). The Certificate
      Registrar shall be entitled to recover from any Holder of such Residual
      Certificate that was in fact not a Permitted Transferee at the time such
      distributions were made all distributions made on such Residual Certificate.
      Any
      such distributions so recovered by the Certificate Registrar shall be
      distributed and delivered by the Certificate Registrar to the last Holder of
      such Residual Certificate that is a Permitted Transferee.

     

    
      
        
        

      

      
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    (v) If
      any
      Person other than a Permitted Transferee acquires any Ownership Interest in
      the
      Residual Certificate in violation of the restrictions in this Section, then
      the
      Certificate Registrar shall have the right but not the obligation, without
      notice to the Holder of such Residual Certificate or any other Person having
      an
      Ownership Interest therein, to notify the Depositor to arrange for the sale
      of
      such Residual Certificate. The proceeds of such sale, net of commissions (which
      may include commissions payable to the Depositor or its affiliates in connection
      with such sale), expenses and taxes due, if any, will be remitted by the
      Certificate Registrar to the previous Holder of such Residual Certificate that
      is a Permitted Transferee, except that in the event that the Certificate
      Registrar determines that the Holder of such Residual Certificate may be liable
      for any amount due under this Section or any other provisions of this Agreement,
      the Certificate Registrar may withhold a corresponding amount from such
      remittance as security for such claim. The terms and conditions of any sale
      under this clause (v) shall be determined in the sole discretion of the Trustee
      and the Certificate Registrar and they shall not be liable to any Person having
      an Ownership Interest in such Residual Certificate as a result of its exercise
      of such discretion.

     

    (vi) If
      any
      Person other than a Permitted Transferee acquires any Ownership Interest in
      the
      Residual Certificate in violation of the restrictions in this Section, then
      the
      Securities Administrator upon receipt of reasonable compensation will provide
      to
      the Internal Revenue Service, and to the persons specified in Sections
      860E(e)(3) and (6) of the Code, information needed to compute the tax imposed
      under Section 860E(e)(5) of the Code on transfers of residual interests to
      disqualified organizations.

     

    The
      foregoing provisions of this Section shall cease to apply to transfers occurring
      on or after the date on which there shall have been delivered to the Certificate
      Registrar and the Servicers, in form and substance satisfactory to the
      Certificate Registrar, (i) written notification from each Rating Agency that
      the
      removal of the restrictions on Transfer set forth in this Section will not
      cause
      such Rating Agency to downgrade its ratings of the Certificates and (ii) an
      Opinion of Counsel to the effect that such removal will not cause the REMIC
      created hereunder to fail to qualify as a REMIC.

     

    (f) Notwithstanding
      any provision to the contrary herein, so long as a Restricted Global Security
      or
      Regulation S Global Security, as applicable, representing the Certificates
      remains outstanding and is held by or on behalf of the Depository, transfers
      of
      a Restricted Global Security or Regulation S Global Security, as applicable,
      representing the Certificates, in whole or in part, shall only be made in
      accordance with Section 6.01 and this Section 6.02(f).

     

    
      
        
        

      

      
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    (i) Subject
      to clauses (ii) and (iii) of this Section 6.02(f), transfers of a Restricted
      Global Security or Regulation S Global Security, as applicable, representing
      the
      Certificates shall be limited to transfers of such a Restricted Global Security
      or Regulation S Global Security, as applicable, in whole, but not in part,
      to
      nominees of the Depository or to a successor of the Depository or such
      successor’s nominee.

     

    (ii) Restricted
      Global Security to Regulation S Global Security.
      If a
      holder of a beneficial interest in a Restricted Global Security deposited with
      or on behalf of the Depository wishes at any time to exchange its interest
      in
      such Restricted Global Security for an interest in a Regulation S Global
      Security, or to transfer its interest in such Restricted Global Security to
      a
      Person who wishes to take delivery thereof in the form of an interest in a
      Regulation S Global Security, such holder, provided such holder is not a U.S.
      Person, may, subject to the rules and procedures of the Depository, exchange
      or
      cause the exchange of such interest for an equivalent beneficial interest in
      the
      Regulation S Global Security. Upon receipt by the Certificate Registrar of
      (A)
      instructions from the Depository directing the Certificate Registrar to cause
      to
      be credited a beneficial interest in a Regulation S Global Security in an amount
      equal to the beneficial interest in such Restricted Global Security to be
      exchanged but not less than the minimum denomination applicable to such
      Certificateholders’ held through a Regulation S Global Security, (B) a written
      order given in accordance with the Depository’s procedures containing
      information regarding the participant account of the Depository and, in the
      case
      of a transfer pursuant to and in accordance with Regulation S, the Euroclear
      or
      Clearstream account to be credited with such increase and (C) a certificate
      in
      the form of Exhibit N-1 hereto given by the holder of such beneficial interest
      stating that the exchange or transfer of such interest has been made in
      compliance with the transfer restrictions applicable to the Global Securities,
      including that the holder is not a U.S. Person and pursuant to and in accordance
      with Regulation S, the Certificate Registrar shall reduce the principal amount
      of the Restricted Global Security and increase the principal amount of the
      Regulation S Global Security by the aggregate principal amount of the beneficial
      interest in the Restricted Global Security to be exchanged, and shall instruct
      Euroclear or Clearstream, as applicable, concurrently with such reduction,
      to
      credit or cause to be credited to the account of the Person specified in such
      instructions a beneficial interest in the Regulation S Global Security equal
      to
      the reduction in the principal amount of the Restricted Global
      Security.

     

    
      
        
        

      

      
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    (iii) Regulation
      S Global Security to Restricted Global Security.
      If a
      holder of a beneficial interest in a Regulation S Global Security deposited
      with
      or on behalf of the Depository wishes at any time to transfer its interest
      in
      such Regulation S Global Security to a Person who wishes to take delivery
      thereof in the form of an interest in a Restricted Global Security, such holder
      may, subject to the rules and procedures of the Depository, exchange or cause
      the exchange of such interest for an equivalent beneficial interest in a
      Restricted Global Security. Upon receipt by the Certificate Registrar of (A)
      instructions from the Depository directing the Certificate Registrar to cause
      to
      be credited a beneficial interest in a Restricted Global Security in an amount
      equal to the beneficial interest in such Regulation S Global Security to be
      exchanged but not less than the minimum denomination applicable to such
      Certificateholder’s Certificates held through a Restricted Global Security, to
      be exchanged, such instructions to contain information regarding the participant
      account with the Depository to be credited with such increase, and (B) a
      certificate in the form of Exhibit N-2 hereto given by the holder of such
      beneficial interest and stating, among other things, that the Person
      transferring such interest in such Regulation S Global Security reasonably
      believes that the Person acquiring such interest in a Restricted Global Security
      is a qualified institutional buyer within the meaning of Rule 144A, is obtaining
      such beneficial interest in a transaction meeting the requirements of Rule
      144A
      and in accordance with any applicable securities laws of any State of the United
      States or any other jurisdiction, then the Certificate Registrar will reduce
      the
      principal amount of the Regulation S Global Security and increase the principal
      amount of the Restricted Global Security by the aggregate principal amount
      of
      the beneficial interest in the Regulation S Global Security to be transferred
      and the Certificate Registrar shall instruct the Depository, concurrently with
      such reduction, to credit or cause to be credited to the account of the Person
      specified in such instructions a beneficial interest in the Restricted Global
      Security equal to the reduction in the principal amount of the Regulation S
      Global Security.

     

    (iv) Other
      Exchanges.
      In the
      event that a Restricted Global Security or Regulation S Global Security, as
      applicable, is exchanged for Certificates in definitive registered form without
      interest coupons, such Certificates may be exchanged for one another only in
      accordance with such procedures as are substantially consistent with the
      provisions above (including certification requirements intended to insure that
      such transfers comply with Rule 144A or are to non-U.S. Persons, or otherwise
      comply with Regulation S under the Securities Act, as the case may be, and
      as
      may be from time to time adopted by the Depositor and the Certificate
      Registrar.

     

    (v) Restrictions
      on U.S. Transfers.
      Transfers of interests in the Regulation S Global Security to U.S. persons
      (as
      defined in Regulation S) shall be limited to transfers made pursuant to the
      provisions of Section 6.02(f)(iii).

     

    (g) No
      service charge shall be made for any registration of transfer or exchange of
      Certificates of any Class, but the Certificate Registrar may require payment
      of
      a sum sufficient to cover any tax or governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    All
      Certificates surrendered for registration of transfer or exchange shall be
      cancelled by the Certificate Registrar and disposed of pursuant to its standard
      procedures.

     

    SECTION
      6.03. Mutilated,
      Destroyed, Lost or Stolen Certificates.

     

    If
      (i)
      any mutilated Certificate is surrendered to the Trustee or the Certificate
      Registrar or the Trustee or the Certificate Registrar receives evidence to
      its
      satisfaction of the destruction, loss or theft of any Certificate and (ii)
      there
      is delivered to the Trustee, the Certificate Registrar and the Depositor such
      security or indemnity as may be required by them to save each of them harmless,
      then, in the absence of notice to the Trustee, the Depositor or the Certificate
      Registrar that such Certificate has been acquired by a bona fide purchaser,
      the
      Securities Administrator shall execute on behalf of the Trust and the
      Certificate Registrar shall authenticate and deliver, in exchange for or in
      lieu
      of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate
      of like tenor and Percentage Interest. Upon the issuance of any new Certificate
      under this Section, the Trustee, the Depositor or the Certificate Registrar
      may
      require the payment of a sum sufficient to cover any tax or other governmental
      charge that may be imposed in relation thereto and any other expenses (including
      the fees and expenses of the Depositor and the Certificate Registrar) in
      connection therewith. Any duplicate Certificate issued pursuant to this Section,
      shall constitute complete and indefeasible evidence of ownership in the Trust
      Fund, as if originally issued, whether or not the lost, stolen or destroyed
      Certificate shall be found at any time.

     

    
      
        
        

      

      
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    SECTION
      6.04. Persons
      Deemed Owners.

     

    The
      Depositor, the Trustee, the Certificate Registrar, the Paying Agent and any
      agent of the Depositor, the Trustee, the Certificate Registrar or the Paying
      Agent may treat the Person, including a Depository, in whose name any
      Certificate is registered as the owner of such Certificate for the purpose
      of
      receiving distributions pursuant to Section 5.01 hereof and for all other
      purposes whatsoever, and none of the Trust, the Depositor, the Trustee, the
      Certificate Registrar, the Paying Agent or any agent of any of them shall be
      affected by notice to the contrary.

     

    SECTION
      6.05. Appointment
      of Paying Agent.

     

    (a) The
      Trustee may appoint a Paying Agent (which may be the Trustee) for the purpose
      of
      making distributions to Certificateholders hereunder. The Trustee hereby
      appoints the Securities Administrator as the initial Paying Agent. The duties
      of
      the Paying Agent may include the obligation (i) to withdraw funds from the
      Distribution Account pursuant to Section 4.03 hereof and (ii) to distribute
      statements and provide information to Certificateholders as required hereunder.
      The Paying Agent hereunder shall at all times be an entity duly incorporated
      and
      validly existing under the laws of the United States of America or any state
      thereof, authorized under such laws to exercise corporate trust powers and
      subject to supervision or examination by federal or state authorities.


     

    The
      Securities Administrator, as Paying Agent, shall hold all sums, if any, held
      by
      it for payment to the Certificateholders in trust for the benefit of the
      Certificateholders entitled thereto until such sums shall be paid to such
      Certificateholders and shall comply with all requirements of the Code regarding
      the withholding of payments in respect of federal income taxes due from
      Certificate Owners and otherwise comply with the provisions of this Agreement
      applicable to it.

     

    
      
        
        

      

      
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    ARTICLE
      VII

     

    DEFAULT

     

    SECTION
      7.01. Events
      of Default. 

     

    (a) If
      any
      one of the following events (each, an “Event
      of Default”)
      shall
      occur and be continuing: 

     

    (i) the
      failure by the Master Servicer to (A) make any Advance on the Business Day
      immediately preceding the related Distribution Date or (B) to deposit in the
      Distribution Account any deposit required to be made under the terms of this
      Agreement, and in either case such failure continues unremedied for a period
      of
      three Business Days after the date upon which written notice of such failure,
      requiring the same to be remedied, shall have been given to the Master Servicer;
      (or, if applicable, such shorter time period as is provided in the penultimate
      sentence of Section 7.01(c)); or

     

    (ii) the
      failure by the Master Servicer duly to observe or perform, in any material
      respect, any other covenants, obligations or agreements of the Master Servicer
      as set forth in this Agreement, which failure continues unremedied for a period
      of 60 days, in each case after the date (A) on which written notice of such
      failure, requiring the same to be remedied, shall have been given to the Master
      Servicer by the Trustee or to the Master Servicer and the Trustee by Holders
      of
      Certificates evidencing at least 25% of the Voting Rights or (B) on which a
      Servicing Officer of the Master Servicer has actual knowledge of such failure
      (or, in the case of a breach of its obligation beyond any applicable cure period
      to provide an assessment of compliance, an attestation report or a
      Sarbanes-Oxley Certification pursuant to Sections 3.16 and 3.18, respectively);
      or

     

    (iii) the
      entry
      against the Master Servicer of a decree or order by a court or agency or
      supervisory authority having jurisdiction in the premises for the appointment
      of
      a trustee, conservator, receiver or liquidator in any insolvency,
      conservatorship, receivership, readjustment of debt, marshalling of assets
      and
      liabilities or similar proceedings, or for the winding up or liquidation of
      its
      affairs, and the continuance of any such decree or order unstayed and in effect
      for a period of 60 days; or 

     

    (iv) the
      Master Servicer shall voluntarily go into liquidation, consent to the
      appointment of a conservator or receiver or liquidator or similar person in
      any
      insolvency, readjustment of debt, marshalling of assets and liabilities or
      similar proceedings of or relating to the Master Servicer or of or relating
      to
      all or substantially all of its property; or a decree or order of a court or
      agency or supervisory authority having jurisdiction in the premises for the
      appointment of a conservator, receiver, liquidator or similar person in any
      insolvency, readjustment of debt, marshalling of assets and liabilities or
      similar proceedings, or for the winding-up or liquidation of its affairs, shall
      have been entered against the Master Servicer and such decree or order shall
      have remained in force undischarged, unbonded or unstayed for a period of 60
      days; or the Master Servicer shall admit in writing its inability to pay its
      debts generally as they become due, file a petition to take advantage of any
      applicable insolvency or reorganization statute, make an assignment for the
      benefit of its creditors or voluntarily suspend payment of its
      obligations;

     

    
      
        
        

      

      
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    (b) then,
      and
      in each and every such case, so long as an Event of Default shall not have
      been
      remedied within the applicable grace period, the Trustee shall, at the written
      direction of the Holders of Certificates evidencing Voting Rights aggregating
      not less than 51%, or at its option may, by notice then given in writing to
      the
      Master Servicer, terminate all of the rights and obligations of the Master
      Servicer as servicer under this Agreement. Any such notice to the Master
      Servicer shall also be given to each Rating Agency, the Depositor and the
      Seller. On or after the receipt by the Master Servicer (and by the Trustee
      if
      such notice is given by the Holders) of such written notice, all authority
      and
      power of the Master Servicer under this Agreement, whether with respect to
      the
      Certificates or the Mortgage Loans or otherwise, shall pass to and be vested
      in
      the Trustee and the Trustee is hereby authorized and empowered to execute and
      deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise,
      any
      and all documents and other instruments, and to do or accomplish all other
      acts
      or things necessary or appropriate to effect the purposes of such notice of
      termination, whether to complete the transfer and endorsement of each Mortgage
      Loan and related documents or otherwise. The Master Servicer agrees to cooperate
      with the Trustee in effecting the termination of the responsibilities and rights
      of the Master Servicer hereunder, including, without limitation, the delivery
      to
      the Trustee of all documents and records requested by it to enable it to assume
      the Master Servicer's functions under this Agreement within ten Business Days
      subsequent to such notice and the transfer within one Business Day subsequent
      to
      such notice to the Trustee for the administration by it of all cash amounts
      that
      shall at the time be held by the Master Servicer and to be deposited by it
      in
      the Distribution Account, any REO Account or any Servicing Account or that
      have
      been deposited by the Master Servicer in such accounts or thereafter received
      by
      the Master Servicer with respect to the Mortgage Loans or any REO Property
      received by the Master Servicer. All reasonable costs and expenses (including
      attorneys' fees) incurred in connection with transferring the Master Servicer's
      duties and the Mortgage Files to the successor Master Servicer and amending
      this
      Agreement to reflect such succession as Master Servicer pursuant to this Section
      shall be paid by the predecessor Master Servicer (or if the predecessor Master
      Servicer is the Trustee, the terminated Master Servicer) upon presentation
      of
      reasonable documentation of such costs and expenses. The termination of the
      rights and obligations of the Master Servicer shall not affect any liability
      it
      may have incurred prior to such termination. To the extent that such costs
      and
      expenses of the Trustee are not fully and timely reimbursed by the predecessor
      Master Servicer, the Trustee shall be entitled to reimbursement of such costs
      and expenses from the Distribution Account.

     

    
      
        
        

      

      
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    (c) The
      Securities Administrator shall not later than the close of business on the
      Business Day immediately preceding the related Distribution Date notify the
      Trustee in writing of the Master Servicer’s failure to make any Advance required
      to be made under this Agreement on such date and the amount of such Advance.
      By
      no later than 10:00 A.M. (Chicago time) on the relevant Distribution Date,
      the
      Securities Administrator shall notify the Trustee of the continuance of such
      failure or that the Master Servicer has made the Advance, as the case may be.
      Notwithstanding the terms of the Event of Default described in clause (i)(A)
      of
      Section 7.01(a), the Trustee, upon receipt of written notice on the Distribution
      Date from the Securities Administrator of the continuance of the failure of
      the
      Master Servicer to make an Advance, shall, by notice in writing to the Master
      Servicer, which may be delivered by telecopy, immediately suspend all of the
      rights and obligations of the Master Servicer thereafter arising under this
      Agreement, but without prejudice to any rights it may have as a
      Certificateholder or to reimbursement of outstanding Advances or other amounts
      for which the Master Servicer was entitled to reimbursement as of the date
      of
      suspension, and the Trustee, subject to the cure provided for in this paragraph,
      if available, shall act as provided in Section 7.02 to carry out the duties
      of
      the Master Servicer, including the obligation to make any Advance the nonpayment
      of which is described in clause (i)(A) of Section 7.01(a). Any such action
      taken
      by the Trustee must be prior to the distribution on the relevant Distribution
      Date, and shall have all of the rights incidental thereto. If the Master
      Servicer shall within two Business Days following such suspension remit to
      the
      Trustee the amount of any Advance the nonpayment of which by the Master Servicer
      is described in clause (i)(A) of Section 7.01(a), together with all other
      amounts necessary to reimburse the Trustee for actual, necessary and reasonable
      costs incurred by the Trustee because of action taken pursuant to this
      subsection (including interest on any Advance or other amounts paid by the
      Trustee (from and including the respective dates thereof) at a per annum rate
      equal to the prime rate for U.S. money center commercial banks as published
      in
      the Wall Street Journal), then the Trustee, subject to the last two sentences
      of
      this paragraph, may at its sole discretion permit the Master Servicer to resume
      its rights and obligations as Master Servicer hereunder. If the Master Servicer
      shall fail to remit such amounts to the Trustee within such two Business Days
      after the Distribution Date, then an Event of Default shall occur and such
      notice of suspension shall be deemed to be a notice of termination without
      any
      further action on the part of the Trustee. The Master Servicer agrees that
      if it
      fails to make a required Advance by 10:00 A.M. (Chicago time) on the related
      Distribution Date on more than two occasions in any 12 month period, the Trustee
      shall be under no obligation to permit the Master Servicer to resume its rights
      and obligations as Master Servicer hereunder, and notwithstanding the cure
      period provided in Section 7.01(a)(i)(A), an Event of Default shall be deemed
      to
      have occurred on the relevant Distribution Date.

     

    SECTION
      7.02. Trustee
      to Act.

     

    (a) From
      and
      after the date the Master Servicer (and the Trustee, if notice is sent by the
      Holders) receives a notice of termination pursuant to Section 7.01, the Trustee
      shall be the successor in all respects to the Master Servicer in its capacity
      as
      servicer under this Agreement and the transactions set forth or provided for
      herein and shall be subject to all the responsibilities, duties and liabilities
      relating thereto placed on the Master Servicer by the terms and provisions
      hereof arising on and after its succession. As compensation therefor, the
      Trustee shall be entitled to such compensation as the Master Servicer would
      have
      been entitled to hereunder if no such notice of termination had been given.
      Notwithstanding the above, (i) if the Trustee is unwilling to act as successor
      Master Servicer or (ii) if the Trustee is legally unable so to act, the Trustee
      shall appoint or petition a court of competent jurisdiction to appoint, any
      established housing and home finance institution, bank or other mortgage loan
      or
      home equity loan servicer having a net worth of not less than $15,000,000 as
      the
      successor to the Master Servicer hereunder in the assumption of all or any
      part
      of the responsibilities, duties or liabilities of the Master Servicer hereunder;
      provided, that the appointment of any such successor Master Servicer shall
      not
      result in the qualification, reduction or withdrawal of the ratings assigned
      to
      the Certificates by each Rating Agency as evidenced by a letter to such effect
      from each Rating Agency. Pending appointment of a successor to the Master
      Servicer hereunder, unless the Trustee is prohibited by law from so acting,
      the
      Trustee shall act in such capacity as hereinabove provided. In connection with
      such appointment and assumption, the successor shall be entitled to receive
      compensation out of payments on Mortgage Loans in an amount equal to the
      compensation which the Master Servicer would otherwise have received hereunder.
      The appointment of a successor Master Servicer shall not affect any liability
      of
      the predecessor Master Servicer which may have arisen under this Agreement
      prior
      to its termination as Master Servicer to pay any deductible under an insurance
      policy pursuant to Section 3.09 or to indemnify the Trustee pursuant to Section
      3.27), nor shall any successor Master Servicer be liable for any acts or
      omissions of the predecessor Master Servicer or for any breach by such Master
      Servicer of any of its representations or warranties contained herein or in
      any
      related document or agreement. The Trustee and such successor shall take such
      action, consistent with this Agreement, as shall be necessary to effectuate
      any
      such succession. 

     

    
      
        
        

      

      
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    (b) Any
      successor, including the Trustee, to the Master Servicer as Master Servicer
      shall during the term of its service as Master Servicer continue to service
      and
      administer the Mortgage Loans for the benefit of Certificateholders, and
      maintain in force a policy or policies of insurance covering errors and
      omissions in the performance of its obligations as Master Servicer hereunder
      and
      a Fidelity Bond in respect of its officers, employees and agents to the same
      extent as the Master Servicer is so required pursuant to Section 3.04.


     

    (c) Notwithstanding
      anything else herein to the contrary, in no event shall the Trustee be liable
      for any servicing fee or for any differential in the amount of the servicing
      fee
      paid hereunder and the amount necessary to induce any successor Master Servicer
      to act as successor Master Servicer under this Agreement and the transactions
      set forth or provided for herein.

     

    SECTION
      7.03. Waiver
      of Event of Default.

     

    The
      Majority Certificateholders may, on behalf of all Certificateholders, by notice
      in writing to the Trustee, direct the Trustee to waive any events permitting
      removal of any Master Servicer under this Agreement, provided,
      however,
      that
      the Majority Certificateholders may not waive an event that results in a failure
      to make any required distribution on a Certificate without the consent of the
      Holder of such Certificate. Upon any waiver of an Event of Default, such event
      shall cease to exist and any Event of Default arising therefrom shall be deemed
      to have been remedied for every purpose of this Agreement. No such waiver shall
      extend to any subsequent or other event or impair any right consequent thereto
      except to the extent expressly so waived. Notice of any such waiver shall be
      given by the Trustee to each Rating Agency.

     

    SECTION
      7.04. Notification
      to Certificateholders.

     

    (a) Upon
      any
      termination or appointment of a successor to any Master Servicer pursuant to
      this Article VII or Section 3.30, the Securities Administrator shall give prompt
      written notice thereof to the Certificateholders at their respective addresses
      appearing in the Certificate Register and to each Rating Agency.

     

    
      
        
        

      

      
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    (b) No
      later
      than 60 days after the occurrence of any event which constitutes or which,
      with
      notice or a lapse of time or both, would constitute an Event of Default of
      which
      a Responsible Officer of the Trustee becomes aware of the occurrence of such
      an
      event, the Trustee shall transmit by mail to all Certificateholders notice
      of
      such occurrence unless such Event of Default shall have been waived or
      cured.

     

    ARTICLE
      VIII

     

    THE
      TRUSTEE AND THE SECURITIES ADMINISTRATOR

     

    SECTION
      8.01. Duties
      of the Trustee and the Securities Administrator.

     

    The
      Trustee, prior to the occurrence of an Event of Default and after the curing
      or
      waiver of all Events of Default which may have occurred, and the Securities
      Administrator each undertake to perform such duties and only such duties as
      are
      specifically set forth in this Agreement. If an Event of Default has occurred
      (which has not been cured or waived) of which a Responsible Officer has actual
      knowledge, the Trustee shall exercise such of the rights and powers vested
      in it
      by this Agreement, and use the same degree of care and skill in their exercise,
      as a prudent man would exercise or use under the circumstances in the conduct
      of
      his own affairs unless the Trustee is acting as successor Master Servicer,
      in
      which case it shall use the same degree of care and skill as the Master Servicer
      hereunder with respect to the exercise of the rights and powers of the Master
      Servicer hereunder.

     

    Each
      of
      the Trustee and the Securities Administrator, upon receipt of all resolutions,
      certificates, statements, opinions, reports, documents, orders or other
      instruments furnished to the Trustee and the Securities Administrator, which
      are
      specifically required to be furnished pursuant to any provision of this
      Agreement, shall examine them to determine whether they conform to the
      requirements of this Agreement; provided,
      however,
      that
      neither the Trustee nor the Securities Administrator will be responsible for
      the
      accuracy or content of any such resolutions, certificates, statements, opinions,
      reports, documents or other instruments. If any such instrument is found not
      to
      conform to the requirements of this Agreement in a material manner, the Trustee
      and the Securities Administrator shall take such action as it deems appropriate
      to have the instrument corrected.

     

    On
      each
      Distribution Date, the Securities Administrator, as Paying Agent, shall make
      monthly distributions and the final distribution to the Certificateholders
      from
      funds in the Distribution Account as provided in Sections 5.01 and 10.01 herein
      based on the report of the Securities Administrator.

     

    No
      provision of this Agreement shall be construed to relieve the Trustee or the
      Securities Administrator from liability for its own negligent action, its own
      negligent failure to act or its own willful misconduct; provided,
      however,
      that:

     

    (i) prior
      to
      the occurrence of an Event of Default, and after the curing of all such Events
      of Default which may have occurred, the duties and obligations of the Trustee
      and the Securities Administrator shall be determined solely by the express
      provisions of this Agreement, neither the Trustee nor the Securities
      Administrator shall be liable except for the performance of such duties and
      obligations as are specifically set forth in this Agreement, no implied
      covenants or obligations shall be read into this Agreement against the Trustee
      or the Securities Administrator and, in the absence of bad faith on the part
      of
      the Trustee or the Securities Administrator, respectively, the Trustee or the
      Securities Administrator may conclusively rely, as to the truth of the
      statements and the correctness of the opinions expressed therein, upon any
      certificates or opinions furnished to the Trustee or the Securities
      Administrator, respectively, and conforming to the requirements of this
      Agreement;

     

    
      
        
        

      

      
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    (ii) neither
      the Trustee nor the Securities Administrator shall be liable for an error of
      judgment made in good faith by a Responsible Officer of the Trustee or an
      officer of the Securities Administrator, respectively, unless it shall be proved
      that the Trustee or the Securities Administrator, respectively, was negligent
      in
      ascertaining or investigating the facts related thereto;

     

    (iii) neither
      the Trustee nor the Securities Administrator shall be personally liable with
      respect to any action taken, suffered or omitted to be taken by it in good
      faith
      in accordance with the consent or at the direction of Holders of Certificates
      as
      provided herein relating to the time, method and place of conducting any remedy
      pursuant to this Agreement, or exercising or omitting to exercise any trust
      or
      power conferred upon the Trustee or the Securities Administrator, respectively,
      under this Agreement; and

     

    (iv) the
      Trustee shall not be charged with knowledge of any Event of Default or a
      Document Transfer Event or any other event or matter that may require it to
      take
      action or omit to take action hereunder unless a Responsible Officer of the
      Trustee at the Corporate Trust Office receives written notice of such Event
      of
      Default or Document Transfer Event.

     

    Neither
      the Trustee nor the Securities Administrator shall be required to expend or
      risk
      its own funds or otherwise incur financial or other liability in the performance
      of any of its duties hereunder, or in the exercise of any of its rights or
      powers, if there is reasonable ground for believing that the repayment of such
      funds or indemnity satisfactory to it against such risk or liability is not
      assured to it, and none of the provisions contained in this Agreement shall
      in
      any event require the Trustee or the Securities Administrator to perform, or
      be
      responsible for the manner of performance of, any of the obligations of the
      Master Servicer under this Agreement, except during such time, if any, as the
      Trustee shall be the successor to, and be vested with the rights, duties, powers
      and privileges of, the Master Servicer in accordance with the terms of this
      Agreement.

     

    SECTION
      8.02. Certain
      Matters Affecting the Trustee and the Securities Administrator.

     

    Except
      as
      otherwise provided in Section 8.01 hereof:

     

    (i) the
      Trustee and the Securities Administrator may request and conclusively rely
      upon,
      and shall be fully protected in acting or refraining from acting upon, any
      resolution, Officers’ Certificate, certificate of auditors or any other
      certificate, statement, instrument, opinion, report, notice, request, consent,
      order, appraisal, bond or other paper or document reasonably believed by it
      to
      be genuine and to have been signed or presented by the proper party or parties,
      and the manner of obtaining consents and of evidencing the authorization of
      the
      execution thereof by Certificateholders shall be subject to such reasonable
      regulations as the Trustee and the Securities Administrator may
      prescribe;

     

    
      
        
        

      

      
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    (ii) the
      Trustee and the Securities Administrator may consult with counsel and any advice
      of its counsel or any Opinion of Counsel shall be full and complete
      authorization and protection in respect of any action taken or suffered or
      omitted by it hereunder in good faith and in accordance with such advice or
      Opinion of Counsel;

     

    (iii) neither
      the Trustee nor the Securities Administrator shall be under any obligation
      to
      exercise any of the rights or powers vested in it by this Agreement, or to
      institute, conduct or defend any litigation hereunder or in relation hereto,
      at
      the request, order or direction of any of the Certificateholders, pursuant
      to
      the provisions of this Agreement, unless such Certificateholders shall have
      offered to the Trustee or the Securities Administrator, respectively, reasonable
      security or indemnity satisfactory to it against the costs, expenses and
      liabilities which may be incurred therein or thereby; the right of the Trustee
      to perform any discretionary act enumerated in this Agreement shall not be
      construed as a duty, and the Trustee shall not be answerable for other than
      its
      negligence or willful misconduct in the performance of any such
      act;

     

    (iv) neither
      the Trustee nor the Securities Administrator shall be personally liable for
      any
      action taken, suffered or omitted by it in good faith and believed by it to
      be
      authorized or within the discretion or rights or powers conferred upon it by
      this Agreement;

     

    (v) prior
      to
      the occurrence of an Event of Default and after the curing or waiver of all
      Events of Default which may have occurred, the Trustee shall not be bound to
      make any investigation into the facts or matters stated in any resolution,
      certificate, statement, instrument, opinion, report, notice, request, consent,
      order, approval, bond or other paper or documents, unless requested in writing
      to do so by the Majority Certificateholder; provided,
      however,
      that if
      the payment within a reasonable time to the Trustee of the costs, expenses
      or
      liabilities likely to be incurred by it in the making of such investigation
      is,
      in the opinion of the Trustee, not reasonably assured to the Trustee or the
      Securities Administrator by the security afforded to it by the terms of this
      Agreement, the Trustee may require reasonable indemnity against such cost,
      expense or liability as a condition to such proceeding. If the Master Servicer
      fails to reimburse the Trustee in respect of the reasonable expense of every
      such examination relating to the Master Servicer, the Trustee shall be
      reimbursed by the Trust Fund;

     

    (vi) the
      Trustee shall not be accountable, shall have no liability and makes no
      representation as to any acts or omissions hereunder of the Securities
      Administrator or the Master Servicer until such time as the Trustee may be
      required to act as the Master Servicer pursuant to Section 7.02 hereof and
      thereupon only for the acts or omissions of the Trustee as a successor Master
      Servicer;

     

    (vii) the
      Trustee and the Securities Administrator may execute any of the trusts or powers
      hereunder or perform any duties hereunder either directly or by or through
      agents, nominees, attorneys or a custodian, and shall not be responsible for
      any
      willful misconduct or negligence on the part of any agent, nominee, attorney
      or
      custodian appointed by the Trustee or the Securities Administrator in good
      faith; 

     

    
      
        
        

      

      
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    (viii) the
      right
      of the Trustee or the Securities Administrator to perform any discretionary
      act
      enumerated in this Agreement shall not be construed as a duty, and neither
      the
      Trustee nor the Securities Administrator shall be answerable for other than
      its
      negligence or willful misconduct in the performance of such act;
      and

     

    (ix)
       in
      order
      to comply with laws, rules, regulations and executive orders in effect from
      time
      to time applicable to the banking institutions, including those relating to
      the
      funding of terrorism and money laundering (“Applicable Law”), the Trustee and
      the Securities Administrator are required to obtain, verify and record certain
      information relating to certain individuals and certain entities which maintain
      a business relationship with the Trustee and the Securities Administrator.
      Accordingly, each of the parties agrees to provide the Trustee and the
      Securities Administrator upon its request from time to time such identifying
      information and documentation as may be available for such party in order to
      enable the Trustee and the Securities Administrator to comply with Applicable
      Law.

     

    SECTION
      8.03. Trustee
      and Securities Administrator Not Liable for Certificates or Mortgage
      Loans.

     

    The
      recitals contained herein and in the Certificates (other than the authentication
      and countersignature of the Securities Administrator on the Certificates) shall
      be taken as the statements of the Depositor or the Seller, and neither the
      Trustee nor the Securities Administrator assumes any responsibility for the
      correctness of the same. Neither the Trustee nor the Securities Administrator
      makes any representations or warranties as to the validity or sufficiency of
      this Agreement or of the Certificates (other than with respect to the Securities
      Administrator, the signature and authentication of the Securities Administrator
      on the Certificates) or of any Mortgage Loan or related document or of MERS
      or
      the MERS System. The Trustee shall not be accountable for the use or application
      by the Master Servicer or the Securities Administrator, or for the use or
      application of any funds paid to the Master Servicer in respect of related
      Mortgage Loans or deposited in or withdrawn from the Distribution Account by
      the
      Master Servicer or the Securities Administrator. Neither the Trustee nor the
      Securities Administrator shall at any time have any responsibility or liability
      for or with respect to the legality, validity and enforceability of any Mortgage
      or any Mortgage Loan, or the perfection and priority of any Mortgage or the
      maintenance of any such perfection and priority, or for or with respect to
      the
      sufficiency of the Trust Fund or the ability to generate the payments to be
      distributed to Certificateholders under this Agreement, including, without
      limitation: the existence, condition and ownership of any Mortgaged Property;
      the existence and enforceability of any hazard insurance thereon (other than
      if
      the Trustee shall assume the duties of the Master Servicer pursuant to Section
      7.02 hereof); the validity of the assignment of any Mortgage Loan to the Trustee
      or of any intervening assignment; the completeness of any Mortgage Loan; the
      performance or enforcement of any Mortgage Loan (other than if the Trustee
      shall
      assume the duties of the Master Servicer pursuant to Section 7.02 hereof);
      the
      compliance by the Depositor or the Seller with any warranty or representation
      made under this Agreement or in any related document or the accuracy of any
      such
      warranty or representation prior to the Trustee’s receipt of notice or other
      discovery of any non-compliance therewith or any breach thereof; any investment
      of monies by or at the direction of the Master Servicer or any loss resulting
      therefrom, it being understood that the Trustee shall remain responsible for
      any
      Trust Fund property that it may hold in its individual capacity and the
      Securities Administrator shall remain responsible for any Trust Fund property
      that it may hold in its individual capacity; the acts or omissions of the Master
      Servicer (other than as to the Securities Administrator, if it is also the
      Master Servicer, and as to the Trustee, if the Trustee shall assume the duties
      of the Master Servicer pursuant to Section 7.02 hereof, and then only for the
      acts or omissions of the Trustee as the successor Master Servicer), or any
      acts
      or omissions of, any Servicer or any Mortgagor; any action of the Master
      Servicer (other than as to the Securities Administrator, if it is also the
      Master Servicer, and as to the Trustee, if the Trustee shall assume the duties
      of the Master Servicer pursuant to Section 7.02 hereof), or in the case of
      the
      Trustee, the Securities Administrator or any Servicer taken in the name of
      the
      Trustee; the failure of the Master Servicer or any Servicer to act or perform
      any duties required of it as agent or on behalf of the Trustee or the Trust
      Fund
      hereunder; or any action by the Trustee taken at the instruction of the Master
      Servicer (other than if the Trustee shall assume the duties of the Master
      Servicer pursuant to Section 7.02 hereof, and then only for the actions of
      the
      Trustee as the successor Master Servicer); provided,
      however,
      that
      the foregoing shall not relieve the Trustee of its obligation to perform its
      duties under this Agreement, including, without limitation, the Trustee’s duty
      to review the Mortgage Files, if so required pursuant to Section 2.01 of this
      Agreement. 

     

    
      
        
        

      

      
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    SECTION
      8.04. Trustee,
      Custodian, Master Servicer and Securities Administrator May Own
      Certificates.

     

    The
      Trustee, the Custodian, the Master Servicer and the Securities Administrator
      in
      their respective individual capacities, or in any capacity other than as
      Trustee, Custodian, Master Servicer or Securities Administrator hereunder,
      may
      become the owner or pledgee of any Certificates with the same rights as they
      would have if they were not Trustee, Custodian, Master Servicer or Securities
      Administrator, as applicable, and may otherwise deal with the parties
      hereto.

     

    SECTION
      8.05. Trustee’s
      and Securities Administrator’s Fees and Expenses.

     

    The
      Trustee (including in its capacity as a Custodian hereunder) and the Securities
      Administrator shall each be compensated by the Master Servicer for its services
      hereunder from a portion of the Master Servicing Fee. In addition, the Trustee
      and the Securities Administrator will be entitled to recover from the
      Distribution Account pursuant to Section 4.03(a) all reasonable out-of-pocket
      expenses, disbursements and advances and the expenses of the Trustee (including
      for such purpose, any fees and expenses relating to its capacity as a Custodian
      hereunder) and the Securities Administrator, respectively, including without
      limitation, in connection with any filing that the Trustee is required to make
      under Section 3.20 hereof, any Event of Default, any breach of this Agreement
      or
      any claim or legal action (including any pending or threatened claim or legal
      action) incurred or made by the Trustee or the Securities Administrator,
      respectively, in the performance of its duties or the administration of the
      trusts hereunder (including, but not limited to, the performance of its duties
      under Section 2.03 hereof) except any such expense, disbursement or advance
      as
      may arise from its negligence or intentional misconduct or which is specifically
      designated herein as the responsibility of the Depositor, the Seller, the Master
      Servicer, the Certificateholders or the Trust Fund hereunder or thereunder.
      If
      funds in the Distribution Account are insufficient therefor, the Trustee, the
      Custodians and the Securities Administrator shall recover such expenses from
      future collections on the Mortgage Loans or as otherwise agreed by the
      Certificateholders. Such compensation and reimbursement obligation shall not
      be
      limited by any provision of law in regard to the compensation of a trustee
      of an
      express trust. 

     

    
      
        
        

      

      
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    SECTION
      8.06. Eligibility
      Requirements for Trustee and Securities Administrator.

     

    The
      Trustee and the Securities Administrator hereunder shall each at all times
      be an
      entity duly organized and validly existing under the laws of the United States
      of America or any state thereof, authorized under such laws to exercise
      corporate trust powers, and shall each have a combined capital and surplus
      of at
      least $50,000,000, a minimum long-term debt rating in the third highest rating
      category by each Rating Agency and in each Rating Agency’s two highest
      short-term rating categories, and subject to supervision or examination by
      federal or state authority. If such entity publishes reports of condition at
      least annually, pursuant to law or to the requirements of the aforesaid
      supervising or examining authority, then for the purposes of this Section 8.06,
      the combined capital and surplus of such entity shall be deemed to be its
      combined capital and surplus as set forth in its most recent report of condition
      so published. The principal office of the Trustee (other than the initial
      Trustee) shall be in a state with respect to which an Opinion of Counsel has
      been delivered to such Trustee at the time such Trustee is appointed Trustee
      to
      the effect that the Trust Fund will not be a taxable entity under the laws
      of
      such state. In case at any time the Trustee or the Securities Administrator
      shall cease to be eligible in accordance with the provisions of this Section
      8.06, the Trustee or the Securities Administrator, as applicable, shall resign
      immediately in the manner and with the effect specified in Section 8.07
      hereof.

     

    SECTION
      8.07. Resignation
      or Removal of Trustee and Securities Administrator.

     

    The
      Trustee and Securities Administrator may at any time resign and be discharged
      from the trusts hereby created by giving written notice thereof to the
      Depositor, the Seller, the Master Servicer and each Rating Agency. Upon
      receiving such notice of resignation of the Trustee, the Depositor shall
      promptly appoint a successor Trustee that meets the requirements in Section
      8.06
      or, in the case of notice of resignation of the Securities Administrator, the
      Trustee (in consultation with the Depositor) shall promptly appoint a successor
      Securities Administrator that meets the requirements in Section 8.06, in each
      case, by written instrument, in duplicate, one copy of which instrument shall
      be
      delivered to each of the resigning Trustee or Securities Administrator, as
      applicable, and one copy to the successor Trustee or successor Securities
      Administrator, as applicable. If no successor Trustee or successor Securities
      Administrator, as applicable, shall have been so appointed and having accepted
      appointment within 30 days after the giving of such notice of resignation,
      the
      resigning Trustee or Securities Administrator may petition any court of
      competent jurisdiction for the appointment of a successor Trustee or Securities
      Administrator, as applicable.

     

    
      
        
        

      

      
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    If
      at any
      time the Trustee or the Securities Administrator shall cease to be eligible
      in
      accordance with the provisions of Section 8.06 hereof or if at any time the
      Trustee or the Securities Administrator shall be legally unable to act, or
      shall
      be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the
      Securities Administrator, as applicable, or of its property shall be appointed,
      or any public officer shall take charge or control of the Trustee or the
      Securities Administrator, as applicable, or of its property or affairs for
      the
      purpose of rehabilitation, conservation or liquidation, or if the Trustee (in
      its capacity as Custodian) or the Securities Administrator fails to provide
      an
      assessment of compliance or an attestation report required under Section 3.16
      within 15 calendar days of March 1 of each calendar year in which Exchange
      Act
      reports are required, then the Depositor may remove the Trustee or the Trustee
      may remove the Securities Administrator, as applicable. If the Depositor or
      the
      Trustee removes the Trustee or the Securities Administrator, respectively under
      the authority of the immediately preceding sentence, the Depositor or the
      Trustee shall promptly appoint a successor Trustee or successor Securities
      Administrator, as applicable, that meets the requirements of Section 8.06,
      by
      written instrument, in triplicate, one copy of which instrument shall be
      delivered to the Trustee or the Securities Administrator, as applicable, so
      removed, one copy to the successor Trustee or successor Securities
      Administrator, as applicable, and one copy to the Master Servicer.

     

    The
      Majority Certificateholders may at any time remove the Trustee or the Securities
      Administrator by written instrument or instruments delivered to the Depositor
      and the Trustee; the Depositor or the Trustee shall thereupon use its best
      efforts to appoint a successor Trustee or successor Securities Administrator,
      as
      applicable, in accordance with this Section.

     

    Any
      resignation or removal of the Trustee or the Securities Administrator and
      appointment of a successor Trustee or a successor Securities Administrator,
      pursuant to any of the provisions of this Section 8.07 shall not become
      effective until acceptance of appointment by the successor Trustee or a
      successor Securities Administrator, as applicable, as provided in Section 8.08
      hereof. If the Trustee or the Securities Administrator is removed pursuant
      to
      this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and
      expenses, and if removed under the authority of the immediately preceding
      paragraph, the Trustee or the Securities Administrator shall also be reimbursed
      any outstanding and unpaid costs and expenses.

     

    Notwithstanding
      anything to the contrary contained herein, in the event that the Master Servicer
      resigns or is removed as Master Servicer hereunder, the Securities Administrator
      shall have the right to resign immediately as Securities Administrator by giving
      written notice to the Depositor and the Trustee, with a copy to each Rating
      Agency.

     

    SECTION
      8.08. Successor
      Trustee and Successor Securities Administrator.

     

    
      
        
        

      

      
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    Any
      successor Trustee or successor Securities Administrator appointed as provided
      in
      Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor,
      the
      Seller and the Master Servicer and to its predecessor Trustee or predecessor
      Securities Administrator, as applicable, an instrument accepting such
      appointment hereunder, and thereupon the resignation or removal of the
      predecessor Trustee or predecessor Securities Administrator, as applicable,
      shall become effective, and such successor Trustee or successor Securities
      Administrator, without any further act, deed or conveyance, shall become fully
      vested with all the rights, powers, duties and obligations of its predecessor
      hereunder, with like effect as if originally named as Trustee or Securities
      Administrator. The Depositor, the Seller, the Master Servicer and the
      predecessor Trustee or predecessor Securities Administrator, as applicable,
      shall execute and deliver such instruments and do such other things as may
      reasonably be required for fully and certainly vesting and confirming in the
      successor Trustee or successor Securities Administrator, as applicable, all
      such
      rights, powers, duties and obligations.

     

    No
      successor Trustee or successor Securities Administrator shall accept appointment
      as provided in this Section 8.08 unless at the time of such acceptance such
      successor Trustee or successor Securities Administrator shall be eligible under
      the provisions of Section 8.06 hereof and the appointment of such successor
      Trustee or successor Securities Administrator shall not result in a downgrading
      of the Senior Certificates by each Rating Agency, as evidenced by a letter
      from
      such Rating Agency.

     

    Upon
      acceptance of appointment by a successor Trustee or successor Securities
      Administrator, as applicable, as provided in this Section 8.08, the successor
      Trustee or successor Securities Administrator shall mail notice of such
      appointment hereunder to all Holders of Certificates at their addresses as
      shown
      in the Certificate Register and to each Rating Agency.

     

    SECTION
      8.09. Merger
      or Consolidation of Trustee or Securities Administrator.

     

    Any
      entity into which the Trustee or the Securities Administrator may be merged
      or
      converted or with which it may be consolidated, or any entity resulting from
      any
      merger, conversion or consolidation to which the Trustee or the Securities
      Administrator shall be a party, or any entity succeeding to the corporate trust
      business of the Trustee or the Securities Administrator, shall be the successor
      of the Trustee or the Securities Administrator, as applicable, hereunder,
      provided such entity shall be eligible under the provisions of Section 8.06
      and
      8.08 hereof, without the execution or filing of any paper or any further act
      on
      the part of any of the parties hereto, anything herein to the contrary
      notwithstanding.

     

    SECTION
      8.10. Appointment
      of Co-Trustee or Separate Trustee.

     

    Notwithstanding
      any other provisions of this Agreement, at any time, for the purpose of meeting
      any legal requirements of any jurisdiction in which any part of the Trust Fund
      or any Mortgaged Property may at the time be located, the Depositor and the
      Trustee acting jointly shall have the power, and the Trustee shall, and shall
      instruct the Depositor to, at the expense of the Trust Fund, execute and deliver
      all instruments to appoint one or more Persons approved by the Trustee to act
      as
      co-trustee or co-trustees, jointly with the Trustee, or separate trustee or
      separate trustees, of all or any part of the Trust Fund, and to vest in such
      Person or Persons, in such capacity and for the benefit of the
      Certificateholders, such title to the Trust Fund, or any part thereof, and,
      subject to the other provisions of this Section 8.10, such powers, duties,
      obligations, rights and trusts as the Depositor and the Trustee may consider
      necessary or desirable. No co-trustee or separate trustee hereunder shall be
      required to meet the terms of eligibility as a successor trustee under Section
      8.06 hereof, and no notice to Certificateholders of the appointment of any
      co-trustee or separate trustee shall be required under Section 8.08
      hereof.

     

    
      
        
        

      

      
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    Every
      separate trustee and co-trustee shall, to the extent permitted by law, be
      appointed and act subject to the following provisions and
      conditions:

     

    (i) all
      rights, powers, duties and obligations conferred or imposed upon the Trustee
      shall be conferred or imposed upon and exercised or performed by the Trustee
      and
      such separate trustee or co-trustee jointly (it being understood that such
      separate trustee or co-trustee is not authorized to act separately without
      the
      Trustee joining in such act), except to the extent that under any law of any
      jurisdiction in which any particular act or acts are to be performed (whether
      as
      Trustee hereunder or as successor to the Master Servicer hereunder), the Trustee
      shall be incompetent or unqualified to perform such act or acts, in which event
      such rights, powers, duties and obligations (including the holding of title
      to
      the Trust Fund or any portion thereof in any such jurisdiction) shall be
      exercised and performed singly by such separate trustee or co-trustee, but
      solely at the direction of the Trustee;

     

    (ii) no
      trustee hereunder shall be held personally liable by reason of any act or
      omission of any other trustee hereunder; and

     

    (iii) the
      Depositor and the Trustee, acting jointly may at any time accept the resignation
      of or remove any separate trustee or co-trustee.

     

    Any
      notice, request or other writing given to the Trustee shall be deemed to have
      been given to each of the then separate trustees and co-trustees, as effectively
      as if given to each of them. Every instrument appointing any separate trustee
      or
      co-trustee shall refer to this Agreement and the conditions of this Article
      VIII. Each separate trustee and co-trustee, upon its acceptance of the trusts
      conferred, shall be vested with the estates or property specified in its
      instrument of appointment, either jointly with the Trustee or separately, as
      may
      be provided therein, subject to all the provisions of this Agreement,
      specifically including every provision of this Agreement relating to the conduct
      of, affecting the liability of, or affording protection to, the Trustee. Every
      such instrument shall be filed with the Trustee and a copy thereof given to
      the
      Depositor.

     

    Any
      separate trustee or co-trustee may, at any time, constitute the Trustee, its
      agent or attorney-in-fact, with full power and authority, to the extent not
      prohibited by law, to do any lawful act under or in respect of this Agreement
      on
      its behalf and in its name. If any separate trustee or co-trustee shall die,
      become incapable of acting, resign or be removed, all of its estates,
      properties, rights, remedies and trusts shall vest in and be exercised by the
      Trustee, to the extent permitted by law, without the appointment of a new or
      successor Trustee.

     

    
      
        
        

      

      
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    SECTION
      8.11. Limitation
      of Liability.

     

    The
      Certificates are executed by the Securities Administrator, not in its individual
      capacity but solely as Securities Administrator on behalf of the Trust Fund,
      in
      the exercise of the powers and authority conferred and vested in it by this
      Agreement. Each of the undertakings and agreements made on the part of the
      Securities Administrator in the Certificates is made and intended not as a
      personal undertaking or agreement by the Trustee but is made and intended for
      the purpose of binding only the Trust Fund.

     

    SECTION
      8.12. Trustee
      May Enforce Claims Without Possession of Certificates.

     

    (a) All
      rights of action and claims under this Agreement or the Certificates may be
      prosecuted and enforced by the Trustee without the possession of any of the
      Certificates or the production thereof in any proceeding relating thereto,
      and
      such proceeding instituted by the Trustee shall be brought in its own name
      or in
      its capacity as Trustee for the benefit of all Holders of such Certificates,
      subject to the provisions of this Agreement. Any recovery of judgment shall,
      after provision for the payment of the reasonable compensation, expenses,
      disbursement and advances of the Trustee (for the avoidance of doubt, in its
      individual capacity and as Trustee on behalf of the Trust Fund), its agents
      and
      counsel, be for the ratable benefit or the Certificateholders in respect of
      which such judgment has been recovered.

     

    (b) The
      Trustee shall afford the Seller, the Depositor and each Certificateholder upon
      reasonable notice during normal business hours at its Corporate Trust Office
      or
      other office designated by the Trustee, access to all records maintained by
      the
      Trustee in respect of its duties hereunder and access to officers of the Trustee
      responsible for performing such duties. Upon request, the Trustee shall furnish
      the Depositor and any requesting Certificateholder with its most recent audited
      financial statements. The Trustee shall cooperate fully with the Seller, the
      Depositor and such Certificateholder and shall, subject to the first sentence
      of
      this Section 8.12(b), make available to the Seller, the Depositor and such
      Certificateholder for review and copying such books, documents or records as
      may
      be requested with respect to the Trustee’s duties hereunder. The Seller, the
      Depositor and the Certificateholders shall not have any responsibility or
      liability for any action or failure to act by the Trustee and are not obligated
      to supervise the performance of the Trustee under this Agreement or
      otherwise.

     

    (c) The
      Securities Administrator shall afford the Seller, the Depositor, the Trustee
      and
      each Certificateholder upon reasonable notice during normal business hours
      at
      its offices at 9062 Old Annapolis Road, Columbia, Maryland 21045 or other office
      designated by the Securities Administrator, access to all records maintained
      by
      the Securities Administrator in respect of its duties hereunder and access
      to
      officers of the Securities Administrator responsible for performing such duties.
      The Securities Administrator shall cooperate fully with the Seller, the
      Depositor, the Trustee and such Certificateholder and shall, subject to the
      first sentence of this Section 8.12(c), make available to the Seller, the
      Depositor and such Certificateholder for review and copying such books,
      documents or records as may be reasonably requested with respect to the
      Securities Administrator’s duties hereunder. The Seller, the Depositor, the
      Trustee and the Certificateholders shall not have any responsibility or
      liability for any action or failure to act by the Securities Administrator
      and
      are not obligated to supervise the performance of the Securities Administrator
      under this Agreement or otherwise.

     

    
      
        
        

      

      
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    SECTION
      8.13. Suits
      for Enforcement.

     

    In
      case
      an Event of Default or a default by the Depositor hereunder shall occur and
      be
      continuing, the Trustee may proceed to protect and enforce its rights and the
      rights of the Certificateholders under this Agreement, as the case may be,
      by a
      suit, action or proceeding in equity or at law or otherwise, whether for the
      specific performance of any covenant or agreement contained in this Agreement
      or
      in aid of the execution of any power granted in this Agreement or for the
      enforcement of any other legal, equitable or other remedy, as the Trustee,
      being
      advised by counsel, and subject to the foregoing, shall deem most effectual
      to
      protect and enforce any of the rights of the Trustee and the
      Certificateholders.

     

    SECTION
      8.14. Waiver
      of Bond Requirement.

     

    The
      Trustee shall be relieved of, and each Certificateholder hereby waives, any
      requirement of any jurisdiction in which the Trust Fund, or any part thereof,
      may be located that the Trustee post a bond or other surety with any court,
      agency or body whatsoever.

     

    SECTION
      8.15. Waiver
      of Inventory, Accounting and Appraisal Requirement.

     

    The
      Trustee shall be relieved of, and each Certificateholder hereby waives, any
      requirement of any jurisdiction in which the Trust Fund, or any part thereof,
      may be located that the Trustee file any inventory, accounting or appraisal
      of
      the Trust Fund with any court, agency or body at any time or in any manner
      whatsoever.

     

    SECTION
      8.16. Appointment
      of Custodians.

     

    The
      Trustee may, and at the direction of the Depositor shall, appoint one or more
      custodians to hold all or a portion of the related Mortgage Files as agent
      for
      the Trustee, by entering into a custodial agreement. The custodian may at any
      time be terminated and a substitute custodian appointed therefor by the Trustee.
      Subject to this Article VIII, the Trustee agrees to comply with the terms of
      each custodial agreement and to enforce the terms and provisions thereof against
      the custodian for the benefit of the Certificateholders having an interest
      in
      any Mortgage File held by such custodian. Each custodian shall be a depository
      institution or trust company subject to supervision by federal or state
      authority, shall have combined capital and surplus of at least $15,000,000
      and
      shall be qualified to do business in the jurisdiction in which it holds any
      Mortgage File. The Master Servicer shall pay from its own funds, without any
      right to reimbursement, the safekeeping and release fees of each Custodian.
      Each
      Custodian shall also be entitled to the benefits of Section 3.27 hereof. The
      initial Custodians of the Mortgage Loans shall be Deutsche Bank National Trust
      Company, Mellon Trust of New England, National Association and The Bank of
      New
      York.

     

    
      
        
        

      

      
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    ARTICLE
      IX

     

    REMIC
      ADMINISTRATION

     

    SECTION
      9.01. REMIC
      Administration.

     

    (a) As
      set
      forth in the Preliminary Statement to this Agreement, the Trustee shall elect
      to
      treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee
      shall sign and the Securities Administrator shall file such elections on Form
      1066 or other appropriate federal tax or information return for the taxable
      year
      ending on the last day of the calendar year in which the Certificates are
      issued. The regular interests in each REMIC created hereunder and the related
      residual interest shall be as designated in the Preliminary Statement. Following
      the Closing Date, the Securities Administrator shall apply to the Internal
      Revenue Service for an employer identification number for each REMIC created
      hereunder by means of a Form SS-4 or other acceptable method and shall file
      a
      Form 8811 with the Internal Revenue Service.

     

    (b) The
      Closing Date is hereby designated as the “Startup Day” of each REMIC created
      hereunder within the meaning of section 860G(a)(9) of the Code. The latest
      possible maturity date for each interest in any REMIC created hereby shall
      be
      the Latest Possible Maturity Date.

     

    (c) Except
      as
      provided in subsection (d) of this Section 9.01, the Securities Administrator
      shall pay any and all tax related expenses (not including taxes) of each REMIC
      created hereunder, including but not limited to any professional fees or
      expenses related to audits or any administrative or judicial proceedings with
      respect to any such REMIC that involve the Internal Revenue Service or state
      tax
      authorities, but only to the extent that (i) such expenses are ordinary or
      routine expenses, including expenses of a routine audit but not expenses of
      litigation (except as described in (ii)); or (ii) such expenses or liabilities
      (including taxes and penalties) are attributable to the negligence or willful
      misconduct of the Securities Administrator in fulfilling its duties hereunder
      (including the Securities Administrator’s duties as tax return
      preparer).

     

    (d) The
      Securities Administrator shall prepare and file, and the Trustee shall sign
      all
      of the federal and state tax and information returns of each REMIC created
      hereunder (collectively, the “Tax
      Returns”)
      as the
      direct representative. The expenses of preparing and filing such Tax Returns
      shall be borne by the Securities Administrator. Notwithstanding the foregoing,
      the Securities Administrator shall have no obligation to prepare, file or
      otherwise deal with partnership tax information or returns. In the event that
      partnership tax information or returns are required by the Internal Revenue
      Service, the Seller, at its own cost and expense, will prepare and file all
      necessary returns. The Internal Revenue Service has issued OID regulations
      under
      Sections 1271 to 1275 of the Code generally addressing the treatment of debt
      instruments issued with original issue discount. Under those regulations, debt
      issued to one Person generally is aggregated in determining if there is OID.
      Because certain Classes of Regular Certificates are expected to be issued to
      one
      Person (which intends to continue to hold the Regular Certificates indefinitely
      and, in any case, for at least 30 days), the Securities Administrator, on behalf
      of the Trust Fund, and upon receipt of written direction from the Depositor,
      will determine the existence and amount of any OID as if those Classes of
      Regular Certificates were one debt instrument and based solely on information
      provided by the Depositor to the Securities Administrator.

     

    
      
        
        

      

      
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    (e) The
      Securities Administrator shall perform on behalf of each REMIC created hereunder
      all reporting and other tax compliance duties that are the responsibility of
      each such REMIC under the Code, the REMIC Provisions or other compliance
      guidance issued by the Internal Revenue Service or any state or local taxing
      authority. Among its other duties, if required by the Code, the REMIC Provisions
      or other such guidance, the Securities Administrator, shall provide (i) to
      the
      Treasury or other governmental authority such information as is necessary for
      the application of any tax relating to the transfer of the Residual Certificate
      to any disqualified organization and (ii) to the Certificateholders such
      information or reports as are required by the Code or REMIC
      Provisions.

     

    (f) Each
      of
      the Master Servicer, the Trustee and the Securities Administrator (to the extent
      that the affairs of the REMICs are within such Person’s control and the scope of
      its specific responsibilities under the Agreement) and the Holders of
      Certificates shall take any action or cause any REMIC created hereunder to
      take
      any action necessary to create or maintain the status of any REMIC created
      hereunder as a REMIC under the REMIC Provisions and shall assist each other
      as
      necessary to create or maintain such status. None of the Trustee, the Master
      Servicer, the Securities Administrator or the Holder of the Residual Certificate
      shall take any action, cause any REMIC created hereunder to take any action
      or
      fail to take (or fail to cause to be taken) any action that, under the REMIC
      Provisions, if taken or not taken, as the case may be, could result in an
      Adverse REMIC Event unless the Trustee and the Securities Administrator have
      received an Opinion of Counsel (at the expense of the party seeking to take
      such
      action) to the effect that the contemplated action will not result in an Adverse
      REMIC Event. In addition, prior to taking any action with respect to any REMIC
      created hereunder or the assets therein, or causing any such REMIC to take
      any
      action which is not expressly permitted under the terms of this Agreement,
      any
      Holder of the Residual Certificate will consult with the Trustee, the Master
      Servicer, the Securities Administrator or their designees, in writing, with
      respect to whether such action could cause an Adverse REMIC Event to occur
      with
      respect to any such REMIC, and no such Person shall take any such action or
      cause any REMIC created hereunder to take any such action as to which the
      Trustee or the Securities Administrator has advised it in writing that an
      Adverse REMIC Event could occur. 

     

    (g) Each
      Holder of the Residual Certificate shall pay when due any and all taxes imposed
      on any REMIC created hereunder in which it owns the residual interest by federal
      or state governmental authorities. To the extent that such Trust Fund taxes
      are
      not paid by such Residual Certificateholder, the Securities Administrator shall
      pay any remaining REMIC taxes out of current or future amounts otherwise
      distributable to the Holder of the Class A-R Certificate or, if no such amounts
      are available, out of other amounts held in the Distribution Account, and shall
      reduce amounts otherwise payable to holders of regular interests in such REMIC,
      as the case may be.

     

    (h) The
      Securities Administrator shall, for federal income tax purposes, maintain books
      and records with respect to each REMIC created hereunder on a calendar year
      and
      on an accrual basis.

     

    
      
        
        

      

      
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    (i) No
      additional contributions of assets shall be made to any REMIC created hereunder,
      except as expressly provided in this Agreement with respect to eligible
      substitute mortgage loans.

     

    (j) None
      of
      the Trustee, the Master Servicer or the Securities Administrator shall enter
      into any arrangement by which REMIC created hereunder will receive a fee or
      other compensation for services.

     

    SECTION
      9.02. Prohibited
      Transactions and Activities.

     

    None
      of
      the Depositor, the Master Servicer or the Trustee shall sell, dispose of, or
      substitute for any of the Mortgage Loans, except in a disposition pursuant
      to
      (i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust
      Fund, (iii) the termination of the REMICs created hereunder pursuant to Article
      X of this Agreement, (iv) a substitution pursuant to Article II hereof or (v)
      a
      repurchase of Mortgage Loans as contemplated hereunder, nor acquire any assets
      for any REMIC created hereunder, nor sell or dispose of any investments in
      the
      Distribution Account for gain, nor accept any contributions to any REMIC created
      hereunder after the Closing Date, unless it has received an Opinion of Counsel
      (at the expense of the party causing such sale, disposition, or substitution)
      that such disposition, acquisition, substitution, or acceptance will not result
      in an Adverse REMIC Event.

     

    ARTICLE
      X

     

    TERMINATION

     

    SECTION
      10.01. Termination.

     

    (a) The
      respective obligations and responsibilities of the Seller, the Depositor, the
      Master Servicer, the Securities Administrator and the Trustee created hereby
      (other than the obligation of the Securities Administrator, as Paying Agent
      to
      make certain payments to Certificateholders after the final Distribution Date
      and the obligation of the Master Servicer to send certain notices as hereinafter
      set forth) shall terminate upon notice to the Trustee and the Securities
      Administrator upon the earliest of (i) the Distribution Date on which the
      Class Principal Balance of each Class of Certificates has been reduced to zero,
      (ii) the final payment or other liquidation of the last Mortgage Loan,
      (iii) the optional purchase by the Master Servicer of the Mortgage Loans as
      described below and (iv) the Latest Possible Maturity Date. Notwithstanding
      the foregoing, in no event shall the trust created hereby continue beyond the
      expiration of 21 years from the death of the last survivor of the
      descendants of Joseph P. Kennedy, the late ambassador of the United States
      to the Court of St. James’s, living on the date hereof.

     

    Following
      the date on which the aggregate of the Stated Principal Balances of the Mortgage
      Loans (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period) on
      such
      date is equal to or less than 10% of the Cut-Off Date Aggregate Principal
      Balance (the “Call
      Option Date”),
      the
      Master Servicer may, at its option, terminate this Agreement by purchasing,
      on
      the next succeeding Distribution Date, all of the outstanding Mortgage Loans
      and
      REO Properties at a price equal to (A) the greater of (i) the Stated Principal
      Balance of the Mortgage Loans (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period) and the appraised value of the REO Properties and (ii) the fair market
      value of the Mortgage Loans and REO Properties (as determined and as agreed
      upon
      by the Master Servicer in its good faith business judgment as of the close
      of
      business on the third Business Day next preceding the date upon which notice
      of
      any such termination is furnished to the related Certificateholders pursuant
      to
      Section 10.01(b)), plus, (B) in each case, accrued and unpaid interest thereon
      at the weighted average of the Mortgage Rates through the end of the Due Period
      preceding the final Distribution Date, plus any unreimbursed Servicing Advances
      and Advances and any unpaid Master Servicing Fees and Servicing Fees allocable
      to such Mortgage Loans and REO Properties and all amounts, if any, then due
      and
      owing to the Trustee, the Master Servicer and the Securities Administrator
      under
      this Agreement (the “Termination
      Price”);
      provided, however, such option may only be exercised if the Termination Price
      is
      sufficient to result in the payment of all interest accrued on, as well as
      amounts necessary to retire the Class Principal Balance of, each Class of
      Certificates issued pursuant to this Agreement. 

     

    
      
        
        

      

      
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    In
      connection with any such purchase pursuant to the preceding paragraph, the
      Master Servicer shall deposit in the Distribution Account all amounts then
      on
      deposit in the Collection Account, which deposit shall be deemed to have
      occurred immediately preceding such purchase.

     

    (b) Notice
      of
      any termination pursuant to the second paragraph of Section 10.01(a), specifying
      the Distribution Date (which shall be a date that would otherwise be a
      Distribution Date) upon which the Certificateholders may surrender their
      Certificates to the Securities Administrator for payment of the final
      distribution and cancellation, shall be given promptly by the Securities
      Administrator upon the Securities Administrator receiving notice of such date
      from the Master Servicer by letter to the Certificateholders mailed not earlier
      than the 10th day and not later than the 19th day of the month immediately
      preceding the month of such final distribution specifying (1) the
      Distribution Date upon which final distribution of the Certificates will be
      made
      upon presentation and surrender of such Certificates at the office or agency
      of
      the Securities Administrator therein designated, (2) the amount of any such
      final distribution and (3) that the Record Date otherwise applicable to
      such Distribution Date is not applicable, distributions being made only upon
      presentation and surrender of the Certificates at the office or agency of the
      Securities Administrator therein specified. 

     

    (c) Upon
      presentation and surrender of the Certificates, the Securities Administrator,
      as
      Paying Agent shall cause to be distributed to the Holders of the Certificates
      on
      the Distribution Date for such final distribution, in proportion to the
      Percentage Interests of their respective Class and to the extent that funds
      are
      available for such purpose, an amount equal to the amount required to be
      distributed to such Holders in accordance with the provisions of
      Section 5.01 hereof for such Distribution Date.

     

    (d) In
      the
      event that all Certificateholders shall not surrender their Certificates for
      final payment and cancellation on or before such final Distribution Date, the
      Securities Administrator shall promptly following such date cause all funds
      in
      the Distribution Account not distributed in final distribution to
      Certificateholders to be withdrawn therefrom and credited to the remaining
      Certificateholders by depositing such funds in a separate account for the
      benefit of such Certificateholders, and the Securities Administrator shall
      give
      a second written notice to the remaining Certificateholders to surrender their
      Certificates for cancellation and receive the final distribution with respect
      thereto. If within nine months after the second notice all the Certificates
      shall not have been surrendered for cancellation, the Master Servicer shall
      be
      entitled to all unclaimed funds and other assets which remain subject hereto,
      and the Securities Administrator upon transfer of such funds shall be discharged
      of any responsibility for such funds, and the Certificateholders shall look
      to
      the Master Servicer for payment.

     

    
      
        
        

      

      
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    SECTION
      10.02. Additional
      Termination Requirements.

     

    (a) In
      the
      event the purchase option provided in Section 10.01 is exercised, the Trust
      Fund shall be terminated in accordance with the following additional
      requirements:

     

    (i) The
      Trustee, at the direction of the Securities Administrator shall sell any
      remaining assets of the Trust Fund to HarborView Mortgage Loan Trust 2006-6
      or
      its designee or Wells Fargo Bank, N.A., or its designee, as the case may be,
      for
      cash and, within 90 days of such sale, the Securities Administrator shall
      distribute to (or credit to the account of) the Certificateholders the proceeds
      of such sale together with any cash on hand (less amounts retained to meet
      claims) in complete liquidation of the Trust Fund and each REMIC created
      hereunder; and

     

    (ii) The
      Securities Administrator shall attach a statement to the final federal income
      tax return for each REMIC created hereunder stating that pursuant to Treasury
      Regulation §1.860F-1, the first day of the 90-day liquidation period for such
      REMIC was the date on which the Trustee sold the assets of the Trust Fund and
      shall satisfy all requirements of a qualified liquidation under Section 860F
      of
      the Code and any regulations thereunder as evidenced by an Opinion of Counsel
      delivered to the Trustee and the Securities Administrator obtained at the
      expense of the Seller.

     

    (b) By
      their
      acceptance of Certificates, the Holders thereof hereby agree to appoint the
      Trustee and the Securities Administrator as their attorneys in fact to undertake
      the foregoing steps.

     

    ARTICLE
      XI

     

    DISPOSITION
      OF TRUST FUND ASSETS

     

    SECTION
      11.01. Disposition
      of Trust Fund Assets.

     

    Neither
      the Trust Fund, nor this Agreement, may be terminated or voided, or any
      disposition of the assets of the Trust Fund effected, other than in accordance
      with the terms hereof, except to the extent that Holders representing no less
      than the entire beneficial ownership interest of the Certificates have consented
      in writing to such action.

     

    
      
        
        

      

      
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    ARTICLE
      XII

     

    MISCELLANEOUS
      PROVISIONS

     

    SECTION
      12.01. Amendment.

     

    This
      Agreement may be amended from time to time by the Seller, the Depositor, the
      Master Servicer, the Securities Administrator and the Trustee, without the
      consent of the Certificateholders, (i) to cure any ambiguity, (ii) to
      correct or supplement any provisions herein which may be defective or
      inconsistent with any other provisions herein, (iii) to make any other
      provisions with respect to matters or questions arising under this Agreement,
      which shall not be inconsistent with the provisions of this Agreement, or (iv)
      to conform the terms hereof to the description thereof provided in the
      Prospectus; provided,
      however,
      that
      any such action listed in clause (i) through (iii) above shall be
      deemed not to adversely affect in any material respect the interests of any
      Certificateholder, if evidenced by (i) written notice to the Depositor, the
      Seller, the Master Servicer, the Securities Administrator and the Trustee from
      each Rating Agency that such action will not result in the reduction or
      withdrawal of the rating of any outstanding Class of Certificates with respect
      to which it is a Rating Agency or (ii) an Opinion of Counsel stating that
      such amendment shall not adversely affect in any material respect the interests
      of any Certificateholder, is permitted by the Agreement and all the conditions
      precedent, if any have been complied with, delivered to the Master Servicer,
      the
      Securities Administrator and the Trustee.

     

    In
      addition, this Agreement may be amended from time to time by Seller, the
      Depositor, the Master Servicer, the Securities Administrator and the Trustee
      and
      with the consent of the Majority Certificateholders for the purpose of adding
      any provisions to or changing in any manner or eliminating any of the provisions
      of this Agreement or of modifying in any manner the rights of the Holders of
      Certificates; and subject, in the case of any amendment or modification to
      Section 8.16 hereof, to the consent of The Bank of New York, as a Custodian;
      provided,
      however,
      that no
      such amendment or waiver shall (x) reduce in any manner the amount of, or
      delay the timing of, payments on the Certificates that are required to be made
      on any Certificate without the consent of the Holder of such Certificate,
      (y) adversely affect in any material respect the interests of the Holders
      of any Class of Certificates in a manner other than as described in clause
      (x)
      above, without the consent of the Holders of Certificates of such Class
      evidencing at least a 662/3%
      Percentage Interest in such Class, or (z) reduce the percentage of Voting
      Rights required by clause (y) above without the consent of the Holders of
      all Certificates of such Class then outstanding. Upon approval of an amendment,
      a copy of such amendment shall be sent to each Rating Agency.

     

    Notwithstanding
      any provision of this Agreement to the contrary, the Trustee shall not consent
      to any amendment to this Agreement unless it shall have first received an
      Opinion of Counsel, delivered by and at the expense of the Person seeking such
      Amendment (unless such Person is the Trustee, in which case the Trustee shall
      be
      entitled to be reimbursed for such expenses by the Trust Fund pursuant to
      Section 8.05 hereof), to the effect that such amendment will not result in
      the
      imposition of a tax on any REMIC created hereunder pursuant to the REMIC
      Provisions or cause any REMIC created hereunder to fail to qualify as a REMIC
      at
      any time that any Certificates are outstanding and that the amendment is being
      made in accordance with the terms hereof, such amendment is permitted by this
      Agreement and all conditions precedent, if any, have been complied
      with.

     

    
      
        
        

      

      
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    Promptly
      after the execution of any such amendment the Trustee shall furnish, at the
      expense of the Person that requested the amendment if such Person is the Seller
      (but in no event at the expense of the Securities Administrator or the Trustee),
      otherwise at the expense of the Trust Fund, a copy of such amendment and the
      Opinion of Counsel referred to in the immediately preceding paragraph to the
      Master Servicer and each Rating Agency.

     

    It
      shall
      not be necessary for the consent of Certificateholders under this
      Section 12.01 to approve the particular form of any proposed amendment;
      instead it shall be sufficient if such consent shall approve the substance
      thereof. The manner of obtaining such consents and of evidencing the
      authorization of the execution thereof by Certificateholders shall be subject
      to
      such reasonable regulations as the Trustee may prescribe.

     

    The
      Trustee, the Master Servicer and the Securities Administrator may, but shall
      not
      be obligated to, enter into any amendment pursuant to this 12.01 Section
      that affects its rights, duties and immunities under this Agreement or
      otherwise.

     

    SECTION
      12.02. Recordation
      of Agreement; Counterparts.

     

    To
      the
      extent permitted by applicable law, this Agreement is subject to recordation
      in
      all appropriate public offices for real property records in all the counties
      or
      other comparable jurisdictions in which any or all of the Mortgaged Properties
      are situated, and in any other appropriate public recording office or elsewhere,
      such recordation to be effected by the Trustee at the expense of the Trust
      Fund,
      but only upon direction of Certificateholders accompanied by an Opinion of
      Counsel to the effect that such recordation materially and beneficially affects
      the interests of the Certificateholders.

     

    For
      the
      purpose of facilitating the recordation of this Agreement as herein provided
      and
      for other purposes, this Agreement may be executed simultaneously in any number
      of counterparts, each of which counterparts shall be deemed to be an original,
      and such counterparts shall together constitute but one and the same
      instrument.

     

    SECTION
      12.03. Limitation
      on Rights of Certificateholders.

     

    The
      death
      or incapacity of any Certificateholder shall not (i) operate to terminate
      this Agreement or the Trust Fund, (ii) entitle such Certificateholder’s
      legal representatives or heirs to claim an accounting or to take any action
      or
      proceeding in any court for a partition or winding up of the Trust Fund or
      (iii) otherwise affect the rights, obligations and liabilities of the
      parties hereto or any of them.

     

    Except
      as
      expressly provided for herein, no Certificateholder shall have any right to
      vote
      or in any manner otherwise control the operation and management of the Trust
      Fund, or the obligations of the parties hereto, nor shall anything herein set
      forth or contained in the terms of the Certificates be construed so as to
      constitute the Certificateholders from time to time as partners or members
      of an
      association; nor shall any Certificateholder be under any liability to any
      third
      person by reason of any action taken by the parties to this Agreement pursuant
      to any provision hereof.

     

    
      
        
        

      

      
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    No
      Certificateholder shall have any right by virtue of any provision of this
      Agreement to institute any suit, action or proceeding in equity or at law upon
      or under or with respect to this Agreement, unless such Holder previously shall
      have given to the Trustee a written notice of default and of the continuance
      thereof, as hereinbefore provided, and unless also the Holders of Certificates
      entitled to at least 25% of the Voting Rights shall have made written request
      upon the Trustee to institute such action, suit or proceeding in its own name
      as
      Trustee hereunder and shall have offered to the Trustee such reasonable
      indemnity as it may require against the costs, expenses and liabilities to
      be
      incurred therein or thereby, and the Trustee for 15 days after its receipt
      of such notice, request and offer of indemnity, shall have neglected or refused
      to institute any such action, suit or proceeding. It is understood and intended,
      and expressly covenanted by each Certificateholder with every other
      Certificateholder, the Securities Administrator and the Trustee, that no one
      or
      more Holders of Certificates shall have any right in any manner whatever by
      virtue of any provision of this Agreement to affect, disturb or prejudice the
      rights of the Holders of any other of such Certificates, or to obtain or seek
      to
      obtain priority over or preference to any other such Holder, which priority
      or
      preference is not otherwise provided for herein, or to enforce any right under
      this Agreement, except in the manner herein provided and for the equal, ratable
      and common benefit of all Certificateholders. For the protection and enforcement
      of the provisions of this Section 12.03, each and every Certificateholder
      and the Trustee shall be entitled to such relief as can be given either at
      law
      or in equity.

     

    SECTION
      12.04. Governing
      Law.

     

    THIS
      AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
      THE
      STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER
      THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS
      AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
      SUCH LAWS.

     

    SECTION
      12.05. Notices.

     

    
      
        
        

      

      
        132

        
          

        

      

      
        
        

      

    

    All
      directions, demands and notices hereunder shall be in writing and shall be
      deemed to have been duly given if personally delivered at or mailed by first
      class mail, postage prepaid, or by express delivery service, to (a) in the
      case of the Seller, to Greenwich Capital Financial Products, Inc.,
      600 Steamboat Road, Greenwich, Connecticut 06830, Attention: General
      Counsel (telecopy number (203) 618-2132), or such other address or telecopy
      number as may hereafter be furnished to the Depositor, the Master Servicer,
      the
      Securities Administrator and the Trustee in writing by the Seller, (b) in the
      case of the Trustee, to Deutsche Bank National Trust Company, 1761 East St.
      Andrew Place, Santa Ana, CA 92705-4934, Attention: GC0606 (telecopy number
      (714)
      247-6470), with a copy to the Corporate Trust Office or such other address
      or
      telecopy number as may hereafter be furnished to the Depositor, the Master
      Servicer, the Securities Administrator and the Seller in writing by the Trustee,
      (c) in the case of the Depositor, to Greenwich Capital
      Acceptance, Inc., 600 Steamboat Road, Greenwich, Connecticut 06830,
      Attention: Legal (telecopy number (203) 618-2132), or such other address or
      telecopy number as may be furnished to the Seller, the Master Servicer, the
      Securities Administrator and the Trustee in writing by the Depositor, and (d)
      in
      the case of the Master Servicer or the Securities Administrator, for certificate
      transfer purposes, at its Corporate Trust Office and for all other purposes
      at
      P.O. Box 98, Columbia, Maryland 21046, or for overnight delivery, at 9062 Old
      Annapolis Road, Columbia, Maryland 21045, Attention: HarborView Trust 2006-6,
      Facsimile no.: (410) 715-2380, or such other address or telecopy number as
      may
      be furnished to the Depositor, the Seller and the Trustee in writing by the
      Master Servicer or the Securities Administrator, as applicable. Any notice
      required or permitted to be mailed to a Certificateholder shall be given by
      first class mail, postage prepaid, at the address of such Holder as shown in
      the
      Certificate Register. Notice of any Event of Default shall be given by telecopy
      and by certified mail. Any notice so mailed within the time prescribed in this
      Agreement shall be conclusively presumed to have duly been given when mailed,
      whether or not the Certificateholder receives such notice. A copy of any notice
      required to be telecopied hereunder shall also be mailed to the appropriate
      party in the manner set forth above. Any notice required to be delivered by
      the
      Securities Administrator to the Depositor pursuant to Section 3.19 may be
      delivered by the Securities Administrator, notwithstanding any provision of
      this
      Agreement to the contrary, to Greenwich Capital Acceptance, Inc.,
      600 Steamboat Road, Greenwich, Connecticut 06830, Attention: Mark Hagelin
      (telephone number (203) 618-2596; fax number (203) 422-4284; e-mail
      mark.hagelin@gcm.com), or such other address or telecopy number as may be
      furnished to the Securities Administrator in writing by the
      Depositor.

     

    SECTION
      12.06. Severability
      of Provisions.

     

    If
      any
      one or more of the covenants, agreements, provisions or terms of this Agreement
      shall for any reason whatsoever be held invalid, then such covenants,
      agreements, provisions or terms shall be deemed severable from the remaining
      covenants, agreements, provisions or terms of this Agreement and shall in no
      way
      affect the validity or enforceability of the other provisions of this Agreement
      or of the Certificates or the rights of the Holders thereof.

     

     

    SECTION
      12.07. Article
      and Section References.

     

    All
      article and section references used in this Agreement, unless otherwise
      provided, are to articles and sections in this Agreement.

     

     

    SECTION
      12.08. Notices
      to the Rating Agencies.

     

    (a) The
      Securities Administrator shall be obligated to use its best reasonable efforts
      promptly to provide notice to each Rating Agency with respect to each of the
      following of which a Responsible Officer of the Securities Administrator has
      actual knowledge:

     

    (i) any
      material change or amendment to this Agreement;

     

    (ii) the
      occurrence of any Event of Default that has not been cured or
      waived;

     

    
      
        
        

      

      
        133

        
          

        

      

      
        
        

      

    

    (iii) the
      resignation or termination of the Master Servicer, the Securities Administrator
      or the Trustee;

     

    (iv) the
      final
      payment to Holders of the Certificates of any Class; and

     

    (v) any
      change in the location of any Account.

     

    (b) If
      the
      Trustee is acting as a successor Master Servicer pursuant to Section 7.02
      hereof, the Trustee shall notify the Rating Agencies of any event that would
      result in the inability of the Trustee to make Advances as successor Master
      Servicer. The Master Servicer shall promptly furnish to each Rating Agency
      copies of the following, unless such documents were made available on the
      Securities Administrator’s website:

     

    (i) each
      annual statement as to compliance described in Section 3.17 hereof;

     

    (ii) each
      annual assessment of compliance and attestation report described in Section
      3.16
      hereof; and

     

    (iii) each
      Officer’s Certificate delivered pursuant to Section 5.05(b) hereof which relates
      to the fact that the Master Servicer has elected not to make an
      Advance.

     

    (c) All
      notices to the Rating Agencies provided for in this Agreement shall be in
      writing and sent by first class mail, telecopy or overnight courier, as
      follows:

     

    If
      to
      Fitch, to:

    


    Fitch
      Ratings, Inc.

    One
      State
      Street Plaza

    New
      York,
      New York 10004

    Attention:
      Residential Mortgages

    


    If
      to
      S&P, to:

    


    Standard
      & Poor’s Ratings Services,

    a
      division of The McGraw-Hill Companies, Inc.

    55
      Water
      Street

    New
      York,
      New York 10041

    Attention:
      Residential Mortgages

     

    If
      to
      Moody’s, to:

    


    Moody’s
      Investors Service, Inc.

    99
      Church
      Street 

    New
      York,
      New York 10007

    Attention:
      Residential Mortgages

     

    
      
        
        

      

      
        134

        
          

        

      

      
        
        

      

    

    SECTION
      12.09. Further
      Assurances.

     

    Notwithstanding
      any other provision of this Agreement, neither the Regular Certificateholders
      nor the Trustee shall have any obligation to consent to any amendment or
      modification of this Agreement unless they have been provided reasonable
      security or indemnity against their out-of-pocket expenses (including reasonable
      attorneys’ fees) to be incurred in connection therewith.

     

    SECTION
      12.10. Benefits
      of Agreement.

     

    Nothing
      in this Agreement or in the Certificates, expressed or implied, shall give
      to
      any Person, other than the Certificateholders and the parties hereto and their
      successors hereunder, any benefit or any legal or equitable right, remedy or
      claim under this Agreement.

     

    SECTION
      12.11. Acts
      of Certificateholders.

     

    (a) Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action provided by this Agreement to be given or taken by the Certificateholders
      may be embodied in and evidenced by one or more instruments of substantially
      similar tenor signed by such Certificateholders in person or by agent duly
      appointed in writing, and such action shall become effective when such
      instrument or instruments are delivered to the Trustee or the Securities
      Administrator and, where expressly required under this Agreement, to the Master
      Servicer. Such instrument or instruments (and the action embodied therein and
      evidenced thereby) are herein sometimes referred to as the “act” of the
      Certificateholders signing such instrument or instruments. Proof of execution
      of
      any such instrument or of a writing appointing any such agent shall be
      sufficient for any purpose of this Agreement and conclusive in favor of the
      Trustee and the Trust Fund if made in the manner provided in this
      Section 12.11.

     

    (b) The
      fact
      and date of the execution by any Person of any such instrument or writing may
      be
      proved by the affidavit of a witness of such execution or by the certificate
      of
      a notary public or other officer authorized by law to take acknowledgments
      of
      deeds, certifying that the individual signing such instrument or writing
      acknowledged to him the execution thereof. Whenever such execution is by a
      signer acting in a capacity other than his or her individual capacity, such
      certificate or affidavit shall also constitute sufficient proof of his
      authority.

     

    (c) Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action by any Certificateholder shall bind every future Holder of such
      Certificate and the Holder of every Certificate issued upon the registration
      of
      transfer thereof or in exchange therefor or in lieu thereof, in respect of
      anything done, omitted or suffered to be done by the Trustee or the Trust Fund
      in reliance thereon, whether or not notation of such action is made upon such
      Certificate.

     

    
      
        
        

      

      
        135

        
          

        

      

      
        
        

      

    

    SECTION
      12.12. Successors
      and Assigns.

     

    The
      provisions of this Agreement shall be binding upon and inure to the benefit
      of
      the respective successors and assigns of the parties hereto.

     

    SECTION
      12.13. Provision
      of Information.

     

    For
      so
      long as any of the Certificates of any Class are “restricted securities” within
      the meaning of Rule 144(a)(3) under the Securities Act, the Depositor agrees
      to
      provide to any Certificateholders and to any prospective purchaser of
      Certificates designated by such holder, upon the request of such holder or
      prospective purchaser, any information required to be provided to such holder
      or
      prospective purchaser to satisfy the condition set forth in Rule 144A(d)(4)
      under the Securities Act. 

     

    The
      Securities Administrator shall provide to any person to whom a Prospectus was
      delivered by Greenwich Capital Markets, Inc. (as identified by Greenwich Capital
      Markets, Inc.), upon the request of such person specifying the document or
      documents requested (and certifying that it is a Person entitled hereunder),
      (i)
      a copy (excluding exhibits) of any report on Form 8-K, Form 10-D or Form 10-K
      filed with the Securities and Exchange Commission pursuant to this Agreement
      and
      (ii) a copy of any other document incorporated by reference in the Prospectus
      (to the extent in the Securities Administrator’s possession). Any reasonable
      out-of-pocket expenses incurred by the Securities Administrator in providing
      copies of such documents shall be reimbursed by the Depositor.

     

    


     

    


     

    


     

    [SIGNATURE
      PAGE IMMEDIATELY FOLLOWS]

     

    
      
        
        

      

      
        136

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto
      by their respective officers thereunto duly authorized, all as of the day and
      year first above written.

     

    GREENWICH
      CAPITAL ACCEPTANCE, INC.,

     

    as
      Depositor

     

    By:    
      /s/ Shakti Radhakishun              

    Name:
      Shakti Radhakishun

    Title:  
      Senior Vice President

     

    GREENWICH
      CAPITAL FINANCIAL PRODUCTS, INC., as
      Seller

    
       

      By:    
        /s/ Shakti Radhakishun              

      Name:
        Shakti Radhakishun

      Title:  
        Senior Vice President

    

     

    WELLS
      FARGO BANK, N.A., as Master Servicer and as Securities
      Administrator

     

    By:   
      /s/ Graham Oblesby                

    Name:
      Graham Oblesby

    Title:  
      Assistant Vice President

     

    DEUTSCHE
      BANK NATIONAL TRUST COMPANY, as Trustee and as a Custodian

     

    By:  
      /s/ Barbara Campbell                

    Name:
      Barbara Campbell

    Title:  
      Vice President

    
       

      By:  
        /s/ Ronaldo Reyes                     

      Name:
        Ronaldo Reyes

      Title:  
        Vice President

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      


      EXHIBIT
        A-1

       

      FORM
        OF CLASS A CERTIFICATE

       

      CLASS
        [__]-A-[__] CERTIFICATE

       

      UNLESS
        THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
        TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
        REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
        IS
        REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
        BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
        OF
        DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
        OR TO
        ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
        HAS AN INTEREST HEREIN.

       

      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED,
        RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
        AS
        AMENDED (THE “CODE”).

       

      
        	
                Certificate
                  No.:

              	
                [           ]

              
	 	 
	
                Cut-Off
                  Date:

              	
                June
                  1, 2006

              
	 	 
	
                First
                  Distribution Date:

              	
                July
                  19, 2006

              
	 	 
	
                Initial
                  Certificate Principal

              	 
	
                Balance
                  of this Certificate

              	 
	
                (“Denomination”):

              	
                $[          ]

              
	 	 
	
                Original
                  Class Certificate

              	 
	
                Principal
                  Balance of this

              	 
	
                Class:

              	
                $[           ]

              
	 	 
	
                Percentage
                  Interest:

              	
                [           ]%

              
	 	 
	
                Pass-Through
                  Rate:

              	
                Net
                  WAC

              
	 	 
	
                CUSIP:

              	
                [___________]

              
	 	 
	
                Class:

              	
                [___]-A-[____]

              
	 	 
	
                Assumed
                  Final Distribution Date:

              	
                July
                  19, 2036

              


      

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      HarborView
        Mortgage Loan Trust 2006-6,

      Mortgage
        Loan Pass-Through Certificates, Series 2006-6

      Class
        [__]-A-[____]

       

      evidencing
        the Percentage Interest in the distributions allocable to the Certificates
        of
        the above-referenced Class with respect to the Trust consisting primarily
        of
        hybrid, first lien mortgage loans (the “Mortgage Loans”) purchased from others
        by

       

      GREENWICH
        CAPITAL ACCEPTANCE, INC., as Depositor.

       

      Principal
        in respect of this Certificate is distributable monthly as set forth herein
        and
        in the Agreement. Accordingly, the Certificate Principal Balance of this
        Certificate at any time may be less than the Initial Certificate Principal
        Balance set forth on the face hereof, as described herein. This Certificate
        does
        not evidence an obligation of, or an interest in, and is not guaranteed by
        the
        Depositor, the Seller, the Securities Administrator, the Master Servicer
        or the
        Trustee referred to below or any of their respective affiliates.

       

      This
        certifies that CEDE & CO. is the registered owner of the Percentage Interest
        evidenced by this Certificate (obtained by dividing the Denomination of this
        Certificate by the Original Class Certificate Principal Balance) in certain
        monthly distributions with respect to a Trust consisting primarily of the
        Mortgage Loans deposited by Greenwich Capital Acceptance, Inc. (the
“Depositor”). The Trust was created pursuant to a Pooling and Servicing
        Agreement dated as of June 1, 2006 (the “Agreement”) among the Depositor,
        Greenwich Capital Financial Products, Inc., as seller (the “Seller”), Wells
        Fargo Bank, N.A., as master servicer and securities administrator (the “Master
        Servicer” and the “Securities Administrator”) and Deutsche Bank National Trust
        Company, as trustee (the “Trustee”). To the extent not defined herein, the
        capitalized terms used herein have the meanings assigned in the Agreement.
        This
        Certificate is issued under and is subject to the terms, provisions and
        conditions of the Agreement, to which Agreement the Holder of this Certificate
        by virtue of the acceptance hereof assents and by which such Holder is
        bound.

       

      Reference
        is hereby made to the further provisions of this Certificate set forth on
        the
        reverse hereof, which further provisions shall for all purposes have the
        same
        effect as if set forth at this place.

       

      This
        Certificate shall not be entitled to any benefit under the Agreement or be
        valid
        for any purpose unless manually authenticated by an authorized signatory
        of the
        Certificate Registrar.

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      IN
        WITNESS WHEREOF, the Securities Administrator has caused this Certificate
        to be
        duly executed.

       

      Dated:
        June ___, 2006

       

      WELLS
        FARGO BANK, N.A.,

      as
        Securities Administrator

      


      


      


      


      By                          

       

      


      


      This
        is
        one of the Certificates

      referenced
        in the within-mentioned Agreement

       

      


      


      By
        ________________________________________

      Authorized
        Signatory of

      Wells
        Fargo Bank, N.A.,

      as
        Certificate Registrar

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      


      EXHIBIT
        A-2

       

      FORM
        OF CLASS X CERTIFICATE

       

      CLASS
        X-[____] CERTIFICATE

       

      UNLESS
        THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
        TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
        REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
        IS
        REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
        BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
        OF
        DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
        OR TO
        ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
        HAS AN INTEREST HEREIN.

       

      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED,
        RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
        AS
        AMENDED (THE “CODE”).


       

      
        	
                Certificate
                  No.:

              	
                [           ]

              
	 	 
	
                Cut-Off
                  Date:

              	
                June
                  1, 2006

              
	 	 
	
                First
                  Distribution Date:

              	
                July
                  19, 2006

              
	 	 
	
                Initial
                  Certificate Notional

              	 
	
                Amount
                  of this Certificate

              	 
	
                (“Denomination”):

              	
                $[           ]

              
	 	 
	
                Original
                  Class Certificate

              	 
	
                Notional
                  Amount of this

              	 
	
                Class:

              	
                $[           ]

              
	 	 
	
                Percentage
                  Interest:

              	
                [           ]%

              
	 	 
	
                Pass-Through
                  Rate:

              	
                Variable

              
	 	 
	
                CUSIP:

              	
                [___________]

              
	 	 
	
                Class:

              	
                X-[___]

              
	 	 
	
                Assumed
                  Final Distribution Date:

              	
                July
                  19, 2036

              


      

       

      
        
          
            
            

          

          
            A-2-1

            
              

            

          

          
            
            

          

        

      

      


      HarborView
        Mortgage Loan Trust 2006-6,

      Mortgage
        Loan Pass-Through Certificates, Series 2006-6

      Class
        X

       

      evidencing
        the Percentage Interest in the distributions allocable to the Certificates
        of
        the above-referenced Class with respect to the Trust consisting primarily
        of
        hybrid, first lien mortgage loans (the “Mortgage Loans”) purchased from others
        by

       

      GREENWICH
        CAPITAL ACCEPTANCE, INC., as Depositor.

       

      This
        Certificate does not evidence an obligation of, or an interest in, and is
        not
        guaranteed by the Depositor, the Seller, the Securities Administrator, the
        Master Servicer or the Trustee referred to below or any of their respective
        affiliates.

       

      This
        certifies that CEDE & CO. is the registered owner of the Percentage Interest
        evidenced by this Certificate (obtained by dividing the Denomination of this
        Certificate by the Original Class Certificate Principal Balance) in certain
        monthly distributions with respect to a Trust consisting primarily of the
        Mortgage Loans deposited by Greenwich Capital Acceptance, Inc. (the
“Depositor”). The Trust was created pursuant to a Pooling and Servicing
        Agreement dated as of June 1, 2006 (the “Agreement”) among the Depositor,
        Greenwich Capital Financial Products, Inc., as seller (the “Seller”), Wells
        Fargo Bank, N.A., as master servicer and securities administrator (the “Master
        Servicer” and the “Securities Administrator”) and Deutsche Bank National Trust
        Company, as trustee (the “Trustee”). To the extent not defined herein, the
        capitalized terms used herein have the meanings assigned in the Agreement.
        This
        Certificate is issued under and is subject to the terms, provisions and
        conditions of the Agreement, to which Agreement the Holder of this Certificate
        by virtue of the acceptance hereof assents and by which such Holder is
        bound.

       

      Reference
        is hereby made to the further provisions of this Certificate set forth on
        the
        reverse hereof, which further provisions shall for all purposes have the same
        effect as if set forth at this place.

       

      This
        Certificate shall not be entitled to any benefit under the Agreement or be
        valid
        for any purpose unless manually authenticated by an authorized signatory
        of the
        Certificate Registrar.

      


      
        
          
            
            

          

          
            A-2-2

            
              

            

          

          
            
            

          

        

      

      


      IN
        WITNESS WHEREOF, the Securities Administrator has caused this Certificate
        to be
        duly executed.

       

      Dated:
        June ___, 2006

       

      WELLS
        FARGO BANK, N.A.,

      as
        Securities Administrator

      


      
 

      By                           

       

      


      


      This
        is
        one of the Certificates

      referenced
        in the within-mentioned Agreement

       

      


      


      By
        ________________________________________

      Authorized
        Signatory of

      Wells
        Fargo Bank, N.A.,

      as
        Certificate Registrar

       

       

      


      
        
          
            
            

          

          
            A-2-3

            
              

            

          

          
            
            

          

        

      

      



      EXHIBIT
        A-3

       

      FORM
        OF CLASS P CERTIFICATE

       

      CLASS
        P
        CERTIFICATE

       

      THIS
        CERTIFICATE DOES NOT EVIDENCE AN INTEREST IN ANY REMIC CREATED PURSUANT TO
        THE
        AGREEMENT REFERENCED HEREIN. 

       

      THIS
        CERTIFICATE IS NOT ENTITLED TO DISTRIBUTIONS OF PRINCIPAL AND WILL NOT ACCRUE
        INTEREST. THE HOLDER OF THIS CERTIFICATE WILL BE ENTITLED TO CERTAIN
        DISTRIBUTIONS AS PROVIDED IN THE AGREEMENT.

       

      THIS
        CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
        AMENDED, (THE “1933 ACT”) OR ANY STATE SECURITIES LAWS. NEITHER THIS CERTIFICATE
        NOR ANY INTEREST HEREIN MAY BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION,
        UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
        REGISTRATION.

       

      THE
        HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL
        OR
        OTHERWISE TRANSFER SUCH CERTIFICATE ONLY (A) PURSUANT TO A REGISTRATION
        STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT OR (B) TO
        A
“QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A, AS EVIDENCED BY AN
        INVESTMENT LETTER DELIVERED BY THE TRANSFEREE TO THE CERTIFICATE REGISTRAR,
        IN
        SUBSTANTIALLY THE FORM ATTACHED TO THE AGREEMENT.

       

      NEITHER
        THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
        CERTIFICATE REGISTRAR SHALL HAVE RECEIVED EITHER (A) A REPRESENTATION LETTER
        TO
        THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO
        SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
        (“ERISA”), OR A PLAN OR ARRANGEMENT SUBJECT TO SECTION 4975 OF THE CODE OR A
        PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR ARRANGEMENT OR USING PLAN ASSETS
        OF
        ANY SUCH PLAN OR ARRANGEMENT TO EFFECT THE TRANSFER, OR (B) IF THIS CERTIFICATE
        HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING, A REPRESENTATION
        THAT
        THE PURCHASER IS AN INSURANCE COMPANY PURCHASING THIS CERTIFICATE WITH FUNDS
        CONTAINED IN AN “INSURANCE COMPANY GENERAL ACCOUNT” AS DEFINED IN SECTION V(e)
        OF PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60 AND THAT THE PURCHASE
        AND HOLDING OF THIS CERTIFICATE ARE COVERED UNDER SECTIONS I AND III OF PTCE
        95-60, OR (C) AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF
        THE
        AGREEMENT REFERRED TO HEREIN. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY
        HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN
        EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR TO SECTION 4975 OF THE CODE WITHOUT
        THE DELIVERY TO THE CERTIFICATE REGISTRAR OF AN OPINION OF COUNSEL SATISFACTORY
        TO THE CERTIFICATE REGISTRAR AS DESCRIBED ABOVE SHALL BE VOID AND OF NO
        EFFECT.

      
        
          
          

        

        
          A-3-1

          
            

          

        

        
          
          

        

      

       

      
        	
                Cut-Off
                  Date:

              	
                June
                  1, 2006

              
	 	 
	
                Percentage
                  Interest:

              	
                100%

              
	 	 
	
                Certificate
                  No.:

              	
                1

              
	 	 
	
                Class:

              	
                P

              


      

      


       

      


      


      
        
          
            
            

          

          
            A-3-2

            
              

            

          

          
            
            

          

        

      

      


      HarborView
        Mortgage Loan Trust 2006-6

      Mortgage
        Loan Pass-Through Certificates, Series 2006-6

      Class
        P

       

      evidencing
        the Percentage Interest in the distributions allocable to the Certificates
        of
        the above-referenced Class with respect to the Trust consisting primarily
        of
        hybrid, first lien mortgage loans (the “Mortgage Loans”) purchased from others
        by

       

      GREENWICH
        CAPITAL ACCEPTANCE, INC., as Depositor.

       

      This
        Certificate does not evidence an obligation of, or an interest in, and is
        not
        guaranteed by the Depositor, the Seller, the Servicer, the Securities
        Administrator, the Master Servicer or the Trustee referred to below or any
        of
        their respective affiliates. Neither this Certificate nor the Mortgage Loans
        are
        guaranteed or insured by any governmental agency or
        instrumentality.

       

      This
        certifies that GREENWICH CAPITAL MARKETS, INC. is the registered owner of
        the
        Percentage Interest evidenced by this Certificate specified above in the
        interest represented by all Certificates of the Class to which this Certificate
        belongs in a Trust consisting primarily of the Mortgage Loans deposited by
        Greenwich Capital Acceptance, Inc. (the “Depositor”). The Trust was created
        pursuant to a Pooling and Servicing Agreement dated as of June 1, 2006 (the
        “Agreement”) among the Depositor, Greenwich Capital Financial Products, Inc., as
        seller (the “Seller”), Wells Fargo Bank, N.A. as master servicer and securities
        administrator (the “Master Servicer” and the “Securities Administrator”) and
        Deutsche Bank National Trust Company, as trustee (the “Trustee”) and custodian.
        To the extent not defined herein, the capitalized terms used herein have
        the
        meanings assigned in the Agreement. This Certificate is issued under and
        is
        subject to the terms, provisions and conditions of the Agreement, to which
        Agreement the Holder of this Certificate by virtue of the acceptance hereof
        assents and by which such Holder is bound.

       

      Reference
        is hereby made to the further provisions of this Certificate set forth on
        the
        reverse hereof, which further provisions shall for all purposes have the
        same
        effect as if set forth at this place.

       

      This
        Certificate shall not be entitled to any benefit under the Agreement or be
        valid
        for any purpose unless manually authenticated by an authorized signatory
        of the
        Trustee, as Certificate Registrar.

       

      


      
        
          
            
            

          

          
            A-3-3

            
              

            

          

          
            
            

          

        

      

      


      IN
        WITNESS WHEREOF, the Securities Administrator has caused this Certificate
        to be
        duly executed.

       

      Dated:
        June ___, 2006

       

      WELLS
        FARGO BANK, N.A.,

      as
        Securities Administrator

      


      
 

      By                              

       

      


      


      This
        is
        one of the Certificates

      referenced
        in the within-mentioned Agreement

       

      


      


      By
        ________________________________________

      Authorized
        Signatory of

      Wells
        Fargo Bank, N.A.,

      as
        Certificate Registrar

      


      


      


       

      


      
        
          
            
            

          

          
            A-3-4

            
              

            

          

          
            
            

          

        

      

      


       

      EXHIBIT
        B

      


      FORM
        OF RESIDUAL CERTIFICATE

       

      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED,
        RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
        AS
        AMENDED (THE “CODE”).

       

      NEITHER
        THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED
        TRANSFEREE DELIVERS TO THE TRUSTEE AND THE CERTIFICATE REGISTRAR A TRANSFER
        AFFIDAVIT IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO
        HEREIN.

       

      NEITHER
        THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
        TRANSFEREE DELIVERS TO THE CERTIFICATE REGISTRAR EITHER (A) A REPRESENTATION
        LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN
        SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
        1974,
        AS AMENDED (“ERISA”), OR A PLAN OR ARRANGEMENT SUBJECT TO SECTION 4975 OF THE
        CODE (COLLECTIVELY, A “PLAN”) NOR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR
        ARRANGEMENT NOR A PERSON USING THE ASSETS OF ANY SUCH PLAN TO EFFECT THE
        TRANSFER, OR (B) A REPRESENTATION THAT THE PURCHASER IS AN INSURANCE COMPANY
        PURCHASING THIS CERTIFICATE WITH FUNDS CONTAINED IN AN “INSURANCE COMPANY
        GENERAL ACCOUNT” AS DEFINED IN SECTION V(e) OF PROHIBITED TRANSACTION CLASS
        EXEMPTION 95-60 (“PTCE 95-60”) AND THAT THE PURCHASE AND HOLDING OF THIS
        CERTIFICATE ARE COVERED UNDER SECTIONS I AND III OF PTCE-95-60, OR (C) AN
        OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED
        TO HEREIN. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED
        TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN
        SUBJECT
        TO ERISA OR TO THE CODE WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE
        CERTIFICATE REGISTRAR AS DESCRIBED ABOVE SHALL BE VOID AND OF NO
        EFFECT.

      
        
          
          

        

        
          B-1

          
            

          

        

        
          
          

        

      

      


      
        	
                Certificate
                  No.:

              	
                1

              
	 	 
	
                Cut-Off
                  Date:

              	
                June
                  1, 2006

              
	 	 
	
                First
                  Distribution Date:

              	
                July
                  19, 2006

              
	 	 
	
                Initial
                  Certificate Principal 

              	 
	
                Balance
                  of this Certificate:

              	
                $100
                  

              
	 	 
	
                Original
                  Class Certificate 

              	 
	
                Principal
                  Balance of this 

              	 
	
                Class:

              	
                $100
                  

              
	 	 
	
                Percentage
                  Interest:

              	
                100%

              
	 	 
	
                Pass-Through
                  Rate:

              	
                Net
                  WAC 

              
	 	 
	
                CUSIP:

              	
                [________________]

              
	 	 
	
                Class:

              	
                [A-R]
                  

              
	 	 
	
                Assumed
                  Final Distribution Date:

              	
                July
                  19, 2036

              


      

       

       

       

      


      
        
          
            
            

          

          
            B-2

            
              

            

          

          
            
            

          

        

      

      


      HarborView
        Mortgage Loan Trust 2006-6

      Mortgage
        Loan Pass-Through Certificates, Series 2006-6

      Class
        [A-R] 

       

      evidencing
        the Percentage Interest in the distributions allocable to the Certificates
        of
        the above-referenced Class with respect to the Trust consisting primarily
        of
        hybrid, first lien mortgage loans (the “Mortgage Loans”) purchased from others
        by

       

      GREENWICH
        CAPITAL ACCEPTANCE, INC., as Depositor.

       

      This
        Certificate does not evidence an obligation of, or an interest in, and is
        not
        guaranteed by the Depositor, the Seller, the Master Servicer, the Securities
        Administrator or the Trustee referred to below or any of their respective
        affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed
        or
        insured by any governmental agency or instrumentality.

       

      This
        certifies that GREENWICH CAPITAL MARKETS, INC. is the registered owner of
        the
        Percentage Interest evidenced by this Certificate specified above in the
        interest represented by all Certificates of the Class to which this Certificate
        belongs in a Trust consisting primarily of the Mortgage Loans deposited by
        Greenwich Capital Acceptance, Inc. (the “Depositor”). The Trust was created
        pursuant to a Pooling and Servicing Agreement dated as of June 1, 2006 (the
        “Agreement”) among the Depositor, Greenwich Capital Financial Products, Inc., as
        seller (the “Seller”), Wells Fargo Bank, N.A., as master servicer and securities
        administrator (the “Master Servicer” and the “Securities Administrator”) and
        Deutsche Bank National Trust Company, as trustee (the “Trustee”) and a
        Custodian. To the extent not defined herein, the capitalized terms used herein
        have the meanings assigned in the Agreement. This Certificate is issued under
        and is subject to the terms, provisions and conditions of the Agreement,
        to
        which Agreement the Holder of this Certificate by virtue of the acceptance
        hereof assents and by which such Holder is bound.

       

      Any
        distribution of the proceeds of any remaining assets of the Trust will be
        made
        only upon presentment and surrender of this Certificate at the Corporate
        Trust
        Office of the Certificate Registrar or the office or agency maintained by
        the
        Certificate Registrar.

       

      No
        transfer of this Certificate shall be made unless the Certificate Registrar
        shall have received either (i) a representation letter from the transferee
        of
        such Certificate, acceptable to and in form and substance satisfactory to
        the
        Certificate Registrar and the Depositor and in substantially the form attached
        to the Agreement, to the effect that such transferee is not an employee benefit
        or other plan or arrangement subject to Section 406 of the Employee Retirement
        Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the
        Internal Revenue Code of 1986, as amended (the “Code”), nor a person acting on
        behalf or investing plan assets of any such plan or arrangement, which
        representation letter shall not be an expense of the Certificate Registrar
        or
        the Trustee, or (ii) a representation that the purchaser is an insurance
        company
        which is purchasing such Certificate with funds contained in an “insurance
        company general account” (as such term is defined in Section V(e) of Prohibited
        Transaction Class Exemption 95-60 (“PTCE 95-60”)) and that the purchase and
        holding of such Certificate are covered under Sections I and III of PTCE
        95-60,
        or (iii) an Opinion of Counsel in accordance with the provisions of the
        Agreement. Notwithstanding anything else to the contrary herein, any purported
        transfer of this Certificate to or on behalf of an employee benefit plan
        subject
        to ERISA or to the Code without the opinion of counsel satisfactory to the
        Certificate Registrar as described above shall be void and of no
        effect.

      
        
          
          

        

        
          B-3

          
            

          

        

        
          
          

        

      

       

      Each
        Holder of this Certificate will be deemed to have agreed to be bound by the
        restrictions of the Agreement, including but not limited to the restrictions
        that (i) each person holding or acquiring any Ownership Interest in this
        Certificate must be a Permitted Transferee, (ii) no Ownership Interest in
        this
        Certificate may be transferred without delivery to the Trustee and the
        Certificate Registrar of (a) a transfer affidavit of the proposed transferee
        and
        (b) a transfer certificate of the transferor, each of such documents to be
        in
        the form described in the Agreement, (iii) each person holding or acquiring
        any
        Ownership Interest in this Certificate must agree to require a transfer
        affidavit and to deliver a transfer certificate to the Trustee and the
        Certificate Registrar as required pursuant to the Agreement, (iv) each person
        holding or acquiring an Ownership Interest in this Certificate must agree
        not to
        transfer an Ownership Interest in this Certificate if it has actual knowledge
        that the proposed transferee is not a Permitted Transferee and (v) any attempted
        or purported transfer of any Ownership Interest in this Certificate in violation
        of such restrictions will be absolutely null and void and will vest no rights
        in
        the purported transferee. The Securities Administrator will provide the Internal
        Revenue Service and any pertinent persons with the information needed to
        compute
        the tax imposed under the applicable tax laws on transfers of residual interests
        to disqualified organizations, if any person other than a Permitted Transferee
        acquires an Ownership Interest in this Certificate in violation of the
        restrictions mentioned above.

       

      Reference
        is hereby made to the further provisions of this Certificate set forth on
        the
        reverse hereof, which further provisions shall for all purposes have the
        same
        effect as if set forth at this place.

       

      This
        Certificate shall not be entitled to any benefit under the Agreement or be
        valid
        for any purpose unless manually authenticated by an authorized officer of
        the
        Securities Administrator, as Certificate Registrar.

       

       

      
 

      
        
          
            
            

          

          
            B-4

            
              

            

          

          
            
            

          

        

      

      


      IN
        WITNESS WHEREOF, the Securities Administrator has caused this Certificate
        to be
        duly executed.

       

      Dated:
        June ___, 2006

       

      WELLS
        FARGO BANK, N.A.,

      as
        Securities Administrator

      
 

      


      By                          

       

      


      


      This
        is
        one of the Certificates

      referenced
        in the within-mentioned Agreement

       

      


      


      By
        ________________________________________

      Authorized
        Signatory of

      Wells
        Fargo Bank, N.A.,

      as
        Certificate Registrar

      


      


      


      


      
        
          
            
            

          

          
            B-5

            
              

            

          

          
            
            

          

        

      

      



      EXHIBIT
        C

       

      FORM
        OF SUBORDINATE CERTIFICATE

       

      CLASS
        B-[
        ] CERTIFICATE

       

      (RULE
        144A)

       

      UNLESS
        THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
        TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
        REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
        IS
        REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
        BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
        OF
        DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
        OR TO
        ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
        HAS AN INTEREST HEREIN.

       

      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED,
        RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
        AS
        AMENDED (THE “CODE”).

       

      THIS
        CERTIFICATE IS SUBORDINATE IN RIGHT AND PAYMENT AS DESCRIBED IN THE AGREEMENT
        REFERRED TO HEREIN.

       

      DISTRIBUTIONS
        IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
        BE
        MADE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE CERTIFICATE PRINCIPAL
        BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
        ON THE
        FACE HEREOF.

       

      THIS
        CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
        AMENDED, (THE “1933 ACT”) OR ANY STATE SECURITIES LAWS. NEITHER THIS CERTIFICATE
        NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
        TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE
        OF SUCH
        REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
        REGISTRATION.

       

      THE
        HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF IS DEEMED TO HAVE
        REPRESENTED AND WARRANTED THAT IT ACQUIRED SUCH CERTIFICATE (A) PURSUANT
        TO A
        REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT
        OR
        (B) AS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE 1933
        ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
        INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE
        IN
        RELIANCE ON RULE 144A.

      
        
          
          

        

        
          C-1

          
            

          

        

        
          
          

        

      

       

      NO
        TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED UNLESS THE PROSPECTIVE
        TRANSFEREE PROVIDES THE CERTIFICATE REGISTRAR WITH (A) A CERTIFICATION TO
        THE
        EFFECT THAT SUCH TRANSFEREE (1) IS NEITHER AN EMPLOYEE BENEFIT PLAN OR OTHER
        RETIREMENT ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT
        INCOME
        SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL
        REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (COLLECTIVELY, A “PLAN”) NOR A
        PERSON ACTING ON BEHALF OF ANY SUCH PLAN NOR A PERSON USING THE ASSETS OF
        ANY
        SUCH PLAN OR (2) IF THE CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING
        UNDERWRITING AND SUCH TRANSFEREE IS AN INSURANCE COMPANY, SUCH TRANSFEREE
        IS
        PURCHASING SUCH CERTIFICATES WITH FUNDS CONTAINED IN AN “INSURANCE COMPANY
        GENERAL ACCOUNT” (AS SUCH TERM IS DEFINED IN SECTION V(e) OF THE PROHIBITED
        TRANSACTION CLASS EXEMPTION 95-60 (“PTCE 95-60”)) AND THAT THE PURCHASE AND
        HOLDING OF SUCH CERTIFICATES ARE COVERED UNDER SECTIONS I AND III OF PTCE
        95-60;
        OR (B) AN OPINION OF COUNSEL SATISFACTORY TO THE CERTIFICATE REGISTRAR, AND
        UPON
        WHICH THE TRUSTEE, CERTIFICATE REGISTRAR AND THE DEPOSITOR SHALL BE ENTITLED
        TO
        RELY, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF SUCH CERTIFICATE BY THE
        PROSPECTIVE TRANSFEREE WILL NOT RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTIONS
        UNDER TITLE I OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE
        TRUSTEE, CERTIFICATE REGISTRAR OR THE DEPOSITOR, THE MASTER SERVICER, THE
        SECURITIES ADMINISTRATOR OR ANY SERVICER TO ANY OBLIGATION IN ADDITION TO
        THOSE
        UNDERTAKEN BY SUCH ENTITIES IN THE POOLING AGREEMENT, WHICH OPINION OF COUNSEL
        SHALL NOT BE AN EXPENSE OF THE TRUST FUND, THE TRUSTEE, THE CERTIFICATE
        REGISTRAR OR THE DEPOSITOR. A TRANSFEREE OF A BOOK-ENTRY CERTIFICATE SHALL
        BE
        DEEMED TO HAVE MADE A REPRESENTATION AS REQUIRED HEREIN.

      
        
          
          

        

        
          C-2

          
            

          

        

        
          
          

        

      

       

      
        	
                Certificate
                  No.:

              	 	
                1

              
	 	 	 
	
                Cut-Off
                  Date:

              	 	
                June
                  1, 2006

              
	 	 	 
	
                First
                  Distribution Date:

              	 	
                July
                  19, 2006

              
	 	 	 
	
                Initial
                  Certificate Principal

              	 	 
	
                Balance
                  of this Certificate

              	 	 
	
                (“Denomination”):

              	 	
                $[               ]

              
	 	 	 
	
                Original
                  Class Certificate

              	 	 
	
                Principal
                  Balance of this

              	 	 
	
                Class:

              	 	
                $[               ]

              
	 	 	 
	
                Percentage
                  Interest:

              	 	
                100%

              
	 	 	 
	
                Pass-Through
                  Rate:

              	 	
                Net
                  WAC

              
	 	 	 
	
                CUSIP:

              	 	
                [               ]

              
	 	 	 
	
                Class:

              	 	
                B-[   ]

              
	 	 	 
	
                Assumed
                  Final Distribution Date:

              	 	
                February
                  25, 2036

              


      

      


      
        
          
            
            

          

          
            C-3

            
              

            

          

          
            
            

          

        

      

      


      HarborView
        Mortgage Loan Trust 2006-6,

      Mortgage
        Loan Pass-Through Certificates, Series 2006-6

      Class
        B-[
        ]

       

      evidencing
        the Percentage Interest in the distributions allocable to the Certificates
        of
        the above-referenced Class with respect to the Trust Fund consisting primarily
        of hybrid, first lien mortgage loans (the “Mortgage Loans”) purchased from
        others by

       

       

      GREENWICH
        CAPITAL ACCEPTANCE INC., as Depositor.

       

      Principal
        in respect of this Certificate is distributable monthly as set forth herein
        and
        in the Agreement. Accordingly, the Certificate Principal Balance of this
        Certificate at any time may be less than the Initial Certificate Principal
        Balance set forth on the face hereof, as described herein. This Certificate
        does
        not evidence an obligation of, or an interest in, and is not guaranteed by
        the
        Depositor, the Seller, the Master Servicer, the Securities Administrator
        or the
        Trustee referred to below or any of their respective affiliates.

       

      This
        certifies that CEDE & CO. is the registered owner of the Percentage Interest
        evidenced by this Certificate (obtained by dividing the Denomination of this
        Certificate by the Original Class Certificate Principal Balance) in certain
        monthly distributions with respect to a Trust Fund consisting primarily of
        the
        Mortgage Loans deposited by Greenwich Capital Acceptance, Inc. (the
“Depositor”). The Trust Fund was created pursuant to a Pooling and Servicing
        Agreement dated as of June 1, 2006 (the “Agreement”) among the Depositor,
        Greenwich Capital Financial Products, Inc., as seller (the “Seller”), Wells
        Fargo Bank, N.A., as master servicer and securities administrator, and Deutsche
        Bank National Trust Company, as trustee and custodian. To the extent not
        defined
        herein, the capitalized terms used herein have the meanings assigned in the
        Agreement. This Certificate is issued under and is subject to the terms,
        provisions and conditions of the Agreement, to which Agreement the Holder
        of
        this Certificate by virtue of the acceptance hereof assents and by which
        such
        Holder is bound.

       

      Reference
        is hereby made to the further provisions of this Certificate set forth on
        the
        reverse hereof, which further provisions shall for all purposes have the
        same
        effect as if set forth at this place.

       

      This
        Certificate shall not be entitled to any benefit under the Agreement or be
        valid
        for any purpose unless manually authenticated by an authorized signatory
        of the
        Securities Administrator.

       

      


      
        
          
            
            

          

          
            C-4

            
              

            

          

          
            
            

          

        

      

      


      IN
        WITNESS WHEREOF, the Securities Administrator and Certificate Registrar has
        caused this Certificate to be duly executed

       

      Dated:
        June ___, 2006

       

      WELLS
        FARGO BANK, N.A.,

      as
        Securities Administrator

      


      


      By                          

       

      


      


      This
        is
        one of the Certificates

      referenced
        in the within-mentioned Agreement

       

      


      


      By
        ________________________________________

      Authorized
        Signatory of

      WELLS
        FARGO BANK, N.A.,

      as
        Certificate Registrar

      


      
        
          
            
            

          

          
            C-5

            
              

            

          

          
            
            

          

        

      

      


      


       

      (REGULATION
        S)

      


      UNLESS
        THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
        TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
        REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
        IS
        REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
        BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
        OF
        DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
        OR TO
        ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
        HAS AN INTEREST HEREIN.

       

      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED,
        RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
        AS
        AMENDED (THE “CODE”).

       

      DISTRIBUTIONS
        IN REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE MAY
        BE MADE
        IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE CERTIFICATE PRINCIPAL
        AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
        ON THE
        FACE HEREOF.

       

      THIS
        CERTIFICATE IS SUBORDINATE IN RIGHT OF PAYMENT AS DESCRIBED IN THE POOLING
        AGREEMENT REFERRED TO HEREIN.

       

      THIS
        CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
        AMENDED
        (THE “1933 ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS CERTIFICATE NOR ANY
        INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
        PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF WITHIN THE UNITED STATES (AS
        DEFINED IN RULES 901 THROUGH 905 OF THE 1933 ACT (“REGULATION S”)) OR TO, OR FOR
        THE ACCOUNT OR BENEFIT OF, A U.S. PERSON (AS DEFINED IN REGULATION S), IN
        THE
        ABSENCE OF SUCH REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR
        NOT
        SUBJECT TO, REGISTRATION.

       

      THE
        HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF IS DEEMED TO HAVE
        REPRESENTED AND WARRANTED THAT (A) UNTIL THE EXPIRATION OF THE APPLICABLE
        “DISTRIBUTION COMPLIANCE PERIOD” WITHIN THE MEANING OF REGULATION S, ANY OFFER,
        SALE, PLEDGE OR OTHER TRANSFER OF THIS CERTIFICATE SHALL NOT BE MADE IN THE
        UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON (EACH
        AS
        DEFINED IN REGULATION S) AND (B) IF THIS CERTIFICATE IS HELD WITHIN THE UNITED
        STATES OR SUCH HOLDER IS A U.S. PERSON OR THIS CERTIFICATES IS HELD FOR THE
        ACCOUNT OR BENEFIT OF, A U.S. PERSON (EACH AS DEFINED IN REGULATION S) SUCH
        CERTIFICATE WAS ACQUIRED ONLY (1) PURSUANT TO A REGISTRATION STATEMENT WHICH
        HAS
        BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT OR (2) BY SUCH HOLDER AS A “QUALIFIED
        INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE 1933 ACT THAT PURCHASES
        FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER
        TO
        WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
        144A.


      
        
          
          

        

        
          C-6

          
            

          

        

        
          
          

        

      

       

      NO
        TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED UNLESS THE PROSPECTIVE
        TRANSFEREE PROVIDES THE CERTIFICATE REGISTRAR WITH (A) A CERTIFICATION TO
        THE
        EFFECT THAT SUCH TRANSFEREE (1) IS NEITHER AN EMPLOYEE BENEFIT PLAN OR OTHER
        RETIREMENT ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT
        INCOME
        SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL
        REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (COLLECTIVELY, A “PLAN”) NOR A
        PERSON ACTING ON BEHALF OF ANY SUCH PLAN NOR A PERSON USING THE ASSETS OF
        ANY
        SUCH PLAN OR (2) IF THE CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING
        UNDERWRITING AND SUCH TRANSFEREE IS AN INSURANCE COMPANY, SUCH TRANSFEREE
        IS
        PURCHASING SUCH CERTIFICATES WITH FUNDS CONTAINED IN AN “INSURANCE COMPANY
        GENERAL ACCOUNT” (AS SUCH TERM IS DEFINED IN SECTION V(e) OF THE PROHIBITED
        TRANSACTION CLASS EXEMPTION 95-60 (“PTCE 95-60”)) AND THAT THE PURCHASE AND
        HOLDING OF SUCH CERTIFICATES ARE COVERED UNDER SECTIONS I AND III OF PTCE
        95-60;
        OR (B) AN OPINION OF COUNSEL SATISFACTORY TO THE CERTIFICATE REGISTRAR, AND
        UPON
        WHICH THE TRUSTEE, THE CERTIFICATE REGISTRAR AND THE DEPOSITOR SHALL BE ENTITLED
        TO RELY, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF SUCH CERTIFICATE BY
        THE
        PROSPECTIVE TRANSFEREE WILL NOT RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTIONS
        UNDER TITLE I OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE
        TRUSTEE, THE CERTIFICATE REGISTRAR OR THE DEPOSITOR, THE MASTER SERVICER,
        THE
        SECURITIES ADMINISTRATOR OR ANY SERVICER TO ANY OBLIGATION IN ADDITION TO
        THOSE
        UNDERTAKEN BY SUCH ENTITIES IN THE POOLING AGREEMENT, WHICH OPINION OF COUNSEL
        SHALL NOT BE AN EXPENSE OF THE TRUST FUND, THE TRUSTEE, THE CERTIFICATE
        REGISTRAR OR THE DEPOSITOR. A TRANSFEREE OF A BOOK-ENTRY CERTIFICATE SHALL
        BE
        DEEMED TO HAVE MADE A REPRESENTATION AS REQUIRED HEREIN.

       

      


      


      
        
          
            
            

          

          
            C-7

            
              

            

          

          
            
            

          

        

      

      


       

      
        	
                Certificate
                  No.:

              	
                1

              
	 	 
	
                Cut-Off
                  Date:

              	
                June
                  1, 2006

              
	 	 
	
                First
                  Distribution Date:

              	
                July
                  19, 2006

              
	 	 
	
                Initial
                  Certificate Principal

              	 
	
                Balance
                  of this Certificate

              	 
	
                (“Denomination”):

              	
                $0

              
	 	 
	
                Original
                  Class Certificate

              	 
	
                Principal
                  Balance of this

              	 
	
                Class:

              	
                $[               ]

              
	 	 
	
                Percentage
                  Interest:

              	
                100%

              
	 	 
	
                Pass-Through
                  Rate:

              	
                Net
                  WAC

              
	 	 
	
                CUSIP:

              	
                [               ]

              
	 	 
	
                Class:

              	
                B-[   ]

              
	 	 
	
                Assumed
                  Final Distribution Date:

              	
                February
                  25, 2036

              


      

      


      
        
          
            
            

          

          
            C-8

            
              

            

          

          
            
            

          

        

      

      


      HarborView
        Mortgage Loan Trust 2006-6,

      Mortgage
        Loan Pass-Through Certificates, Series 2006-6

      Class
        B-[
        ]

       

      evidencing
        the Percentage Interest in the distributions allocable to the Certificates
        of
        the above-referenced Class with respect to the Trust Fund consisting primarily
        of hybrid, first lien mortgage loans (the “Mortgage Loans”) purchased from
        others by

       

      GREENWICH
        CAPITAL ACCEPTANCE INC., as Depositor.

       

      Principal
        in respect of this Certificate is distributable monthly as set forth herein
        and
        in the Agreement. Accordingly, the Certificate Principal Balance of this
        Certificate at any time may be less than the Initial Certificate Principal
        Balance set forth on the face hereof, as described herein. This Certificate
        does
        not evidence an obligation of, or an interest in, and is not guaranteed by
        the
        Depositor, the Seller, the Master Servicer, the Securities Administrator
        or the
        Trustee referred to below or any of their respective affiliates.

       

      This
        certifies that CEDE & CO. is the registered owner of the Percentage Interest
        evidenced by this Certificate (obtained by dividing the Denomination of this
        Certificate by the Original Class Certificate Principal Balance) in certain
        monthly distributions with respect to a Trust Fund consisting primarily of
        the
        Mortgage Loans deposited by Greenwich Capital Acceptance, Inc. (the
“Depositor”). The Trust Fund was created pursuant to a Pooling and Servicing
        Agreement dated as of June 1, 2006 (the “Agreement”) among the Depositor,
        Greenwich Capital Financial Products, Inc., as seller (the “Seller”), Wells
        Fargo Bank, N.A., as master servicer and securities administrator, and Deutsche
        Bank National Trust Company, as trustee and custodian. To the extent not
        defined
        herein, the capitalized terms used herein have the meanings assigned in the
        Agreement. This Certificate is issued under and is subject to the terms,
        provisions and conditions of the Agreement, to which Agreement the Holder
        of
        this Certificate by virtue of the acceptance hereof assents and by which
        such
        Holder is bound.

       

      Reference
        is hereby made to the further provisions of this Certificate set forth on
        the
        reverse hereof, which further provisions shall for all purposes have the
        same
        effect as if set forth at this place.

       

      This
        Certificate shall not be entitled to any benefit under the Agreement or be
        valid
        for any purpose unless manually authenticated by an authorized signatory
        of the
        Securities Administrator.

       

      


      
        
          
            
            

          

          
            C-9

            
              

            

          

          
            
            

          

        

      

      


      IN
        WITNESS WHEREOF, the Securities Administrator and Certificate Registrar has
        caused this Certificate to be duly executed

       

      Dated:
        June ___, 2006

       

      WELLS
        FARGO BANK, N.A.,

      as
        Securities Administrator

      


      


      By                          

       

      


      


      This
        is
        one of the Certificates

      referenced
        in the within-mentioned Agreement

       

      


      


      By
        ________________________________________

      Authorized
        Signatory of

      WELLS
        FARGO BANK, N.A.,

      as
        Certificate Registrar

      


      


       

      


      
        
          
            
            

          

          
            C-10

            
              

            

          

          
            
            

          

        

      

      



      EXHIBIT
        D

       

      [Reserved]

       

      


      
        
          
            
            

          

          
            D-1

            
              

            

          

          
            
            

          

        

      

      


      EXHIBIT
        E

       

      FORM
        OF REVERSE OF THE CERTIFICATES

       

      HARBORVIEW
        MORTGAGE LOAN TRUST 2006-6

      Mortgage
        Loan Pass-Through Certificates, Series 2006-6

      Reverse
        Certificate

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        HarborView Mortgage Loan Trust 2006-6, Mortgage Loan Pass-Through Certificates,
        Series 2006-6 (herein collectively called the “Certificates”), and representing
        a beneficial ownership interest in the Trust created by the
        Agreement.

       

      The
        Certificateholder, by its acceptance of this Certificate, agrees that it
        will
        look solely to the funds on deposit in the Distribution Account for payment
        hereunder and that the Trustee is not liable to the Certificateholders for
        any
        amount payable under this Certificate or the Agreement or, except as expressly
        provided in the Agreement, subject to any liability under the
        Agreement.

       

      This
        Certificate does not purport to summarize the Agreement and reference is
        made to
        the Agreement for the interests, rights and limitations of rights, benefits,
        obligations and duties evidenced thereby, and the rights, duties and immunities
        of the Trustee.

       

      Pursuant
        to the terms of the Agreement, distributions will be made on the 25th
        day of
        each month, or if the 25th
        day is
        not a Business Day, then on the next succeeding Business Day (the “Distribution
        Date”), commencing on the Distribution Date in April 2006, to the Person in
        whose name this Certificate is registered at the close of business on the
        applicable Record Date in an amount equal to the product of the Percentage
        Interest evidenced by this Certificate and the amount required to be distributed
        to Holders of Certificates of the Class to which this Certificate belongs
        on
        such Distribution Date pursuant to the Agreement.

       

      Distributions
        on this Certificate shall be made, (i) in the case of a Physical Certificate,
        by
        check or money order mailed to the address of the person entitled thereto
        as it
        appears on the Certificate Register or, upon the request of a Certificateholder,
        by wire transfer as set forth in the Agreement and (ii) in the case of a
        Book-Entry Certificate, to the Depository, which shall credit the amounts
        of
        such distributions to the accounts of its Depository Participants in accordance
        with its normal procedures. The final distribution on each Certificate shall
        be
        made in like manner, but only upon presentment and surrender of such Certificate
        at the office or agency of the Certificate Registrar specified in the notice
        to
        Certificateholders of such final distribution.

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights of the Certificateholders under
        the
        Agreement at any time, by the Depositor, the Seller, the Master Servicer,
        the
        Securities Administrator, the Trustee and Holders of the requisite percentage
        of
        the Percentage Interests of each Class of Certificates affected by such
        amendment, as specified in the Agreement. Any such consent by the Holder
        of this
        Certificate shall be conclusive and binding on such Holder and upon all future
        Holders of this Certificate and of any Certificate issued upon the transfer
        hereof or in exchange therefor or in lieu hereof whether or not notation
        of such
        consent is made upon this Certificate. The Agreement also permits the amendment
        thereof, in certain limited circumstances, without the consent of the Holders
        of
        any of the Certificates.

      
        
          
          

        

        
          E-1

          
            

          

        

        
          
          

        

      

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable in the Certificate Register
        of
        the Certificate Registrar upon surrender of this Certificate for registration
        of
        transfer at the office or agency maintained by the Certificate Registrar
        accompanied by a written instrument of transfer in form satisfactory to the
        Certificate Registrar duly executed by the Holder hereof or such Holder’s
        attorney duly authorized in writing, and thereupon one or more new Certificates
        of the same Class in authorized denominations and evidencing the same aggregate
        Percentage Interest in the Trust will be issued to the designated transferee
        or
        transferees.

       

      [Subject
        to the terms of the Agreement, each Class of Book-Entry Certificates will
        be
        registered as being held by the Depository or its nominee and beneficial
        interests will be held by Certificate Owners through the book-entry facilities
        of the Depository or its nominee in minimum denominations of $25,000 and
        integral dollar multiples of $1 in excess thereof, in the case of the Class
        1-A,
        Class 2-A1A, Class 2-A1B, Class 3-A1A, Class 3-A1B, Class 4-A, Class B-1,
        Class
        B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates; and $100,000
        and integral dollar multiples of $1 in excess thereof, in the case of the
        Class
        X Certificates, except that one Certificate of each such Class of Certificates
        may be in a different denomination.] [Applicable
        to Book-Entry Certificates only; delete for Physical
        Certificates.]

       

      [The
        Class A-R Certificates are issuable as a single certificate in physical form
        only in a Percentage Interest of 100%.] [Applicable
        to Class A-R Certificates only.]

       

       [The
        Certificates are issuable only as registered Certificates without coupons
        in
        denominations specified in the Agreement. As provided in the Agreement and
        subject to certain limitations therein set forth, Certificates are exchangeable
        for new Certificates of the same Class in authorized denominations and
        evidencing the same aggregate Percentage Interest, as requested by the Holder
        surrendering the same.] [Applicable
        to Physical Certificates only; delete for Book-Entry
        Certificates.]

       

      No
        service charge will be made for any such registration of transfer or exchange,
        but the Certificate Registrar may require payment of a sum sufficient to
        cover
        any tax or other governmental charge payable in connection
        therewith.

       

      The
        Depositor, the Seller, the Trustee, and the Certificate Registrar and any
        agent
        of the Depositor, the Seller, the Trustee and the Certificate Registrar may
        treat the Person in whose name this Certificate is registered as the owner
        hereof for all purposes, and none of the Depositor, the Seller, the Trustee
        and
        the Certificate Registrar or any agent of any of them shall be affected by
        any
        notice to the contrary.

      
        
          
          

        

        
          E-2

          
            

          

        

        
          
          

        

      

       

      On
        any
        Distribution Date on which the aggregate of the Stated Principal Balances
        of the
        Mortgage Loans immediately after such date is equal to or less than 10% of
        the
        Cut-Off Date Aggregate Principal Balance, the holder of the Call Option may,
        at
        its option, terminate the Agreement by purchasing, on such Distribution Date,
        all of the outstanding Mortgage Loans and REO Properties at the Termination
        Price as provided in the Pooling and Servicing Agreement. In the event that
        the
        holder of the Call Option does not exercise its right of optional termination,
        the obligations and responsibilities created by the Agreement will terminate
        upon the earliest of (i) the Distribution Date on which the Class Certificate
        Principal Balance of each Class of Certificates has been reduced to zero,
        (ii)
        the final payment or other liquidation of the last Mortgage Loan and (iii)
        the
        Latest Possible Maturity Date.

       

      Capitalized
        terms used herein that are defined in the Agreement shall have the meanings
        ascribed to them in the Agreement, and nothing herein shall be deemed
        inconsistent with that meaning.

       

      


      
        
          
            
            

          

          
            E-3

            
              

            

          

          
            
            

          

        

      

      


      ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        

      ______________________________________________________________________________

      ______________________________________________________________________________

      (Please
        print or typewrite name and address including postal zip code of
        assignee)

       

      the
        Percentage Interest evidenced by the within Certificate and hereby authorizes
        the transfer of registration of such Percentage Interest to assignee on the
        Certificate Register of the Trust.

       

      I
        (We)
        further direct the Trustee to issue a new Certificate of a like denomination
        and
        Class, to the above named assignee and deliver such Certificate to the following
        address:
        _____________________________________________________________________________.

       

      Dated:
        _____________

       

                                                                            
        

      Signature
        by or on behalf of assignor

       

      


      
        
          
            
            

          

          
            E-4

            
              

            

          

          
            
            

          

        

      

      


      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        to
        ___________________________________________________________________________

      ______________________________________________________________________________

      for
        the
        account of
        ______________________________________________________________,

      account
        number ________________________, or, if mailed by check, to
        ___________________

      ______________________________________________________________________________

      Applicable
        statements should be mailed to
        ___________________________________________

      _____________________________________________________________________________.

       

      This
        information is provided by
        _____________________________________________,

      the
        assignee named above, or
        _____________________________________________________,

      as
        its
        agent.

      


      


      
        
          
            
            

          

          
            E-5

            
              

            

          

          
            
            

          

        

      

      



      EXHIBIT
        F

      


      REQUEST
        FOR RELEASE 

       

                                             
        

      Date

       

      [Addressed
        to Trustee

      or,
        if
        applicable, custodian]

       

      In
        connection with the administration of the mortgages held by you as Trustee
        under
        a certain Pooling and Servicing Agreement dated as of June 1, 2006 among
        Greenwich Capital Acceptance, Inc., as Depositor, Greenwich Capital Financial
        Products, Inc., as Seller, Wells Fargo Bank, N.A., as master servicer and
        securities administrator (the “Master Servicer” and the “Securities
        Administrator”) and Deutsche Bank National Trust Company, as Trustee (the
“Pooling and Servicing Agreement”), the undersigned [Servicer] hereby requests a
        release of the Mortgage File held by you as Trustee with respect to the
        following described Mortgage Loan for the reason indicated below.

       

      Mortgagor’s
        Name:

       

      Address:

       

      Loan
        No.:

       

      Reason
        for requesting file:

       

      1.     Mortgage
        Loan paid in full. (The [Master Servicer] [Servicer] hereby certifies that
        all
        amounts received in connection with the loan have been or will be credited
        to
        the Collection Account or the Distribution Account (whichever is applicable)
        pursuant to the Pooling and Servicing Agreement.)

       

      2.     The
        Mortgage Loan is being foreclosed.

       

      3.     Mortgage
        Loan substituted. (The [Master Servicer] [Servicer] hereby certifies that
        a
        Qualified Substitute Mortgage Loan has been assigned and delivered to you
        along
        with the related Mortgage File pursuant to the Pooling and Servicing
        Agreement.)

       

      4.     Mortgage
        Loan repurchased. (The [Master Servicer] [Servicer] hereby certifies that
        the
        Purchase Price has been credited to the Collection Account or the Distribution
        Account (whichever is applicable) pursuant to the Pooling and Servicing
        Agreement.)

       

      5.     Other.
        (Describe)

      
        
          
          

        

        
          F-1

          
            

          

        

        
          
          

        

      

       

      The
        undersigned acknowledges that the above Mortgage File will be held by the
        undersigned in accordance with the provisions of the Pooling and Servicing
        Agreement and will be returned to you within ten (10) days of our receipt
        of the
        Mortgage File, except if the Mortgage Loan has been paid in full, or repurchased
        or substituted for a Qualified Substitute Mortgage Loan (in which case the
        Mortgage File will be retained by us without obligation to return to
        you).

       

      Capitalized
        terms used herein shall have the meanings ascribed to them in the Pooling
        and
        Servicing Agreement.

       

      _____________________________________

      [Name
        of
        [Master Servicer] [Servicer]]

       

      By:__________________________________

      Name:

      Title:
        Servicing Officer

      


       

      


      
        
          
            
            

          

          
            F-2

            
              

            

          

          
            
            

          

        

      

      



      EXHIBIT
        G-1

       

      FORM
        OF RECEIPT OF MORTGAGE NOTE

       

      RECEIPT
        OF MORTGAGE NOTE

       

      Greenwich
        Capital Acceptance, Inc.

       

      600
        Steamboat Road

       

      Greenwich,
        Connecticut 06830

       

      
        	 	
                Re:

              	
                HarborView
                  Mortgage Loan Trust 2006-6

              


      

      Mortgage
        Loan Pass-Through Certificates, Series 2006-6 

      


       

      Ladies
        and Gentlemen:

       

      Pursuant
        to Section 2.01 of the Pooling and Servicing Agreement, dated as of June
        1,
        2006, among Greenwich Capital Acceptance, Inc., as Depositor, Greenwich Capital
        Financial Products, Inc., as Seller, Wells Fargo Bank, N.A., as master servicer
        and securities administrator (the “Master Servicer” and the “Securities
        Administrator”) and U.S. Bank National Association, as Trustee, we hereby
        acknowledge receipt of an original Mortgage Note with respect to each Mortgage
        Loan listed on Exhibit 1, with any exceptions thereto listed on Exhibit
        2.

       

      


      DEUTSCHE
        BANK NATIONAL TRUST COMPANY,

      as
        Trustee

       

      


      


      By:                                                           
        

      Name:

      Title:

       

      


       

      Dated:
        

       

      


      
        
          
            
            

          

          
            G-1-1

            
              

            

          

          
            
            

          

        

      

      


      EXHIBIT
        1

       

      MORTGAGE
        LOAN SCHEDULE

       

      [To
        be retained in a separate closing binder entitled “HarborView 2006-6 Mortgage
        Loan Schedule” at the Washington DC offices of McKee Nelson LLP]

       

      


      
        
          
            
            

          

          
            G-1-2

            
              

            

          

          
            
            

          

        

      

      


      EXHIBIT
        2

       

      EXCEPTIONS
        REPORT


       

      [To
        be retained in a separate closing binder entitled “HarborView 2006-6 Mortgage
        Loan Schedule” at the Washington DC offices of McKee Nelson LLP]

       

      


       

      


       

      


      
        
          
            
            

          

          
            G-1-3

            
              

            

          

          
            
            

          

        

      

      



      EXHIBIT
        G-2

       

      FORM
        OF INTERIM CERTIFICATION OF TRUSTEE

       

      INTERIM
        CERTIFICATION OF TRUSTEE

       

      [Date]

       

      
        	
                Greenwich
                  Capital Acceptance, Inc.

                600
                  Steamboat Road

                Greenwich,
                  Connecticut 06830

              
	 
	
                Greenwich
                  Capital Financial Products, Inc.

                600
                  Steamboat Road

                Greenwich,
                  Connecticut 06830

              
	 
	
                Wells
                  Fargo Bank, N.A.

                9062
                  Old Annapolis Road

                Columbia,
                  Maryland 21045

              


      

      

        
          	 	
                  Re:

                	
                  HarborView
                    Mortgage Loan Trust 2006-6

                


        

        Mortgage
          Loan Pass-Through Certificates, Series 2006-6

         

      

      Ladies
        and Gentlemen:

       

      In
        accordance with Section 2.02 of the Pooling and Servicing Agreement dated
        as of
        June 1, 2006 (the “Pooling and Servicing Agreement”), among Greenwich Capital
        Acceptance, Inc., as Depositor, Greenwich Capital Financial Products, Inc.,
        as
        Seller, Wells Fargo Bank, N.A., as master servicer and securities administrator
        (the “Master Servicer” and the “Securities Administrator”) and Deutsche Bank
        National Trust Company, as Trustee, the undersigned, as Trustee, hereby
        certifies that, as to each Mortgage Loan listed in the Mortgage Loan Schedule
        (other than any Mortgage Loan paid in full or listed on the attached
        schedule):

       

      
        	 	
                (i)

              	
                all
                  documents required to be delivered to the Trustee (or to the Custodian,
                  on
                  behalf of the Trustee) pursuant to Section 2.01 of the Pooling and
                  Servicing Agreement are in its
                  possession;

              


      

       

      
        	 	
                (ii)

              	
                such
                  documents have been reviewed by the Trustee and have not been mutilated,
                  damaged or torn and relate to such Mortgage Loan;
                  and

              


      

       

      
        	 	
                (iii)

              	
                based
                  on the Trustee’s examination and only as to the foregoing, the information
                  set forth in the Mortgage Loan Schedule that corresponds to items
                  (i),
                  (ii) and (iii) of the Mortgage Loan Schedule accurately reflects
                  information set forth in the Mortgage
                  File.

              


      

       

      
        
          
          

        

        
          G-2-1

          
            

          

        

        
          
          

        

      

      Based
        on
        its review and examination and only as to the foregoing documents, such
        documents appear regular on their face and relate to such Mortgage
        Loan.

       

      The
        Trustee has made no independent examination of any documents contained in
        each
        Mortgage File beyond the review specifically required in the Pooling and
        Servicing Agreement. The Trustee makes no representations as to: (i) the
        validity, legality, sufficiency, enforceability or genuineness of any of
        the
        documents contained in each Mortgage File of any of the Mortgage Loans
        identified on the Mortgage Loan Schedule, or (ii) the collectibility,
        insurability, effectiveness or suitability of any such Mortgage
        Loan.

       

      Capitalized
        words and phrases used herein shall have the respective meanings assigned
        to
        them in the Pooling and Servicing Agreement.

       

      


       

      DEUTSCHE
        BANK NATIONAL TRUST COMPANY,

      as
        Trustee

       

      By:                         

      Name:
        

      Title:
        

      


       

      


      
        
          
            
            

          

          
            G-2-2

            
              

            

          

          
            
            

          

        

      

      



      EXHIBIT
        G-3

       

      FORM
        OF FINAL CERTIFICATION OF TRUSTEE

       

      FINAL
        CERTIFICATION OF TRUSTEE

       

      [Date]

       

      
        	
                Greenwich
                  Capital Acceptance, Inc.

                600
                  Steamboat Road

                Greenwich,
                  Connecticut 06830

              	 
	 	 
	
                Greenwich
                  Capital Financial Products, Inc.

                600
                  Steamboat Road

                Greenwich,
                  Connecticut 06830

              	 
	 	 
	
                Wells
                  Fargo Bank, N.A.

                9062
                  Old Annapolis Road

                Columbia,
                  Maryland 21045

              	 


      

      

        
          	 	
                  Re:

                	
                  HarborView
                    Mortgage Loan Trust 2006-6

                


        

        Mortgage
          Loan Pass-Through Certificates, Series 2006-6

         

      

      Ladies
        and Gentlemen:

       

      In
        accordance with Section 2.02 of the Pooling and Servicing Agreement dated
        as of
        June 1, 2006 (the “Pooling and Servicing Agreement”), among Greenwich Capital
        Acceptance, Inc., as Depositor, Greenwich Capital Financial Products, Inc.,
        as
        Seller, Wells Fargo Bank, N.A., as master servicer and securities administrator
        (the “Master Servicer” and the “Securities Administrator”) and Deutsche Bank
        National Trust Company, as Trustee, the undersigned, as Trustee, hereby
        certifies that as to each Mortgage Loan listed in the Mortgage Loan Schedule
        (other than any Mortgage Loan paid in full or listed in the attached schedule)
        it has received all documents required to be delivered to the Trustee pursuant
        to Section 2.01 of the Pooling and Servicing Agreement.

       

      Based
        on
        its review and examination and only as to the foregoing documents, (a) such
        documents appear regular on their face and related to such Mortgage Loan,
        and
        (b) the information set forth in items (i), (ii) and (iii) of the definition
        of
“Mortgage Loan Schedule” in the Pooling and Servicing Agreement accurately
        reflects the information set forth in each Mortgage File.

       

      The
        Trustee has made no independent examination of any documents contained in
        each
        Mortgage File beyond the review specifically required in the Pooling and
        Servicing Agreement. The Trustee makes no representations as to: (i) the
        validity, legality, sufficiency, enforceability or genuineness of any of
        the
        documents contained in each Mortgage File of any of the Mortgage Loans
        identified on the Mortgage Loan Schedule, or (ii) the collectibility,
        insurability, effectiveness or suitability of any such Mortgage
        Loan.

      
        
          
          

        

        
          G-3-1

          
            

          

        

        
          
          

        

      

       

      Capitalized
        words and phrases used herein shall have the respective meanings assigned
        to
        them in the Pooling and Servicing Agreement.

       

      


       

      DEUTSCHE
        BANK NATIONAL TRUST COMPANY,

      as
        Trustee

       

      By:
        ___________________________

      Name:
        

      Title:
        

       

      


       

      


      
        
          
            
            

          

          
            G-3-2

            
              

            

          

          
            
            

          

        

      

      



      EXHIBIT
        H

       

      FORM
        OF LOST NOTE AFFIDAVIT

       

      Personally
        appeared before me the undersigned authority to administer oaths,
        ______________________ who first being duly sworn deposes and says: Deponent
        is
        ______________________ of Greenwich Capital Financial Products, Inc. (the
        “Seller”) and who has personal knowledge of the facts set out in this
        affidavit.

       

      On
        _______________, 200__, _________________________ did execute and deliver
        a
        promissory note in the principal amount of $__________.

       

      That
        said
        note has been misplaced or lost through causes unknown and is currently lost
        and
        unavailable after diligent search has been made. The Seller’s records show that
        an amount of principal and interest on said note is still presently outstanding,
        due, and unpaid, and such Seller is still owner and holder in due course
        of said
        lost note.

       

      The
        Seller executes this Affidavit for the purpose of inducing Deutsche Bank
        National Trust Company, as trustee on behalf of HarborView Mortgage Loan
        Trust
        2006-6, Mortgage Loan Pass-Through Certificates, Series 2006-6, to accept
        the
        transfer of the above-described mortgage loan from the Seller.

       

      The
        Seller agrees to indemnify Deutsche Bank National Trust Company and Greenwich
        Capital Acceptance, Inc. and hold each of them harmless for any losses incurred
        by such parties resulting from the fact that the above described Note has
        been
        lost or misplaced.

       

      


      By:
        __________________________________

            
        __________________________________

       

      
        	
                STATE
                  OF 

              	
                )

              	 
	 	
                )

              	
                ss:

              
	
                COUNTY
                  OF

              	
                )

              	 


      

      
 

      On
        this
        ____ day of ___________ 20__, before me, a Notary Public, in and for said
        County
        and State, appeared ________________________, who acknowledged the extension
        of
        the foregoing and who, having been duly sworn, states that any representations
        therein contained are true.

       

      Witness
        my hand and Notarial Seal this ____ day of _______ 20__.

       

      _______________________________

      _______________________________

       

      My
        commission expires _______________.

      


      
        
          
            
            

          

          
            H-1

            
              

            

          

          
            
            

          

        

      

      



      EXHIBIT
        I-1

       

      FORM
        OF ERISA REPRESENTATION FOR RESIDUAL CERTIFICATES

      


       

      [Date]

      


      Greenwich
        Capital Acceptance, Inc.

      600
        Steamboat Road

      Greenwich,
        Connecticut 06830

       

      Wells
        Fargo Bank, N.A.

      Sixth
        Street and Marquette Avenue

      Minneapolis,
        Minnesota 55479

      


       

      Re:
        HarborView Mortgage Loan Trust 2006-6

      Mortgage
        Loan Pass-Through Certificates, Series

      2006-6,
        Class A-R                  

       

      Ladies
        and Gentlemen:

       

      1.          The
        undersigned is the ______________________ of _________________ (the
“Transferee”), a [corporation duly organized] and existing under the laws of
        __________, on behalf of which she makes this affidavit.

       

      2.          The
        Transferee either (x) is not an employee benefit plan subject to Section
        406 of
        the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or a
        plan or arrangement subject to Section 4975 of the Internal Revenue Code
        of
        1986, as amended (the “Code”) (collectively, a “Plan”) nor a person acting on
        behalf of any such Plan nor using the assets of any such Plan to effect the
        transfer; (y) if the Certificate has been the subject of a best efforts or
        firm
        commitment underwriting or private placement that meets the requirements
        of
        Prohibited Transaction Exemption 2002-41, and is an insurance company which
        is
        purchasing such Certificates with funds contained in an “insurance company
        general account” (as such term is defined in Section V(e) of Prohibited
        Transaction Class Exemption 95-60 (“PTCE 95-60”) and that the purchase and
        holding of such Certificates are covered under Section I and III of PTCE
        95-60;
        or (z) shall deliver to the Certificate Registrar an opinion of counsel (a
        “Benefit Plan Opinion”) satisfactory to the Certificate Registrar, and upon
        which the Certificate Registrar shall be entitled to rely, to the effect
        that
        the purchase or holding of such Certificate by the Transferee will not result
        in
        a non-exempt prohibited transaction under Section 406 of ERISA or Section
        4975
        of the Code and will not subject the Trustee, the Certificate Registrar,
        the
        Servicer or the Depositor to any obligation in addition to those undertaken
        by
        such entities in the Pooling and Servicing Agreement, which opinion of counsel
        shall not be an expense of the Trustee, the Certificate Registrar the Depositor
        or the Trust.

      
        
          
          

        

        
          I-1-1

          
            

          

        

        
          
          

        

      

       

      3.          The
        Transferee hereby acknowledges that under the terms of the Pooling and Servicing
        Agreement dated as of June 1, 2006 (the “Agreement”) among Greenwich Capital
        Acceptance, Inc., as Depositor, Greenwich Capital Financial Products, Inc.,
        as
        Seller, Wells Fargo Bank, N.A., as master servicer and securities administrator
        (the “Master Servicer” and the “Securities Administrator”) and Deutsche Bank
        National Trust Company, as Trustee, no transfer of any ERISA-Restricted
        Certificate in the form of a Definitive Certificate shall be permitted to
        be
        made to any person unless the Depositor and Trustee have received a certificate
        from such transferee in the form hereof.

       

      Capitalized
        words and phrases used herein shall have the respective meanings assigned
        to
        them in the Pooling and Servicing Agreement.

       

      IN
        WITNESS WHEREOF, the Transferee has executed this certificate.

       

      


       

      _________________________________

      [Transferee]

       

      By:______________________________

      Name:

      Title:

      


       

      


      
        
          
            
            

          

          
            I-1-2

            
              

            

          

          
            
            

          

        

      

      



      EXHIBIT
        I-2

       

      FORM
        OF ERISA REPRESENTATION

      FOR
        ERISA-RESTRICTED CERTIFICATES

       

      [Date]

      


      Greenwich
        Capital Acceptance, Inc.

      600
        Steamboat Road

      Greenwich,
        Connecticut 06830

       

      Wells
        Fargo Bank, N.A.

      Sixth
        Street and Marquette Avenue

      Minneapolis,
        Minnesota 55479


       

      Re:
        HarborView Mortgage Loan Trust 2006-6

      Mortgage
        Loan Pass-Through Certificates,

      Series
        2006-6, ERISA-Restricted Certificates       

       

      Ladies
        and Gentlemen:

       

      1.          The
        undersigned is the ______________________ of _________________ (the
“Transferee”), a [corporation duly organized] and existing under the laws of
        __________, on behalf of which s/he makes this affidavit.

       

      2.          The
        Transferee either (x) is not an employee benefit plan subject to Section
        406 of
        the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or a
        plan or arrangement subject to Section 4975 of the Internal Revenue Code
        of
        1986, as amended (the “Code”) (collectively, a “Plan”) nor a person acting on
        behalf of any such Plan nor using the assets of any such Plan to effect the
        transfer; (y) if the Certificate has been the subject of a best efforts or
        firm
        commitment underwriting or private placement that meets the requirements
        of
        Prohibited Transaction Exemption 2002-41, is an insurance company which is
        purchasing such Certificates with funds contained in an “insurance company
        general account” (as such term is defined in Section V(e) of Prohibited
        Transaction Class Exemption 95-60 (“PTCE 95-60”) and that the purchase and
        holding of such Certificates are covered under Section I and III of PTCE
        95-60;
        or (z) shall deliver to the Certificate Registrar an opinion of counsel (a
        “Benefit Plan Opinion”) satisfactory to the Certificate Registrar, and upon
        which the Certificate Registrar shall be entitled to rely, to the effect
        that
        the purchase or holding of such Certificate by the Transferee will not result
        in
        a non-exempt prohibited transaction under Section 406 of ERISA or Section
        4975
        of the Code and will not subject the Trustee, the Certificate Registrar,
        the
        Servicer or the Depositor to any obligation in addition to those undertaken
        by
        such entities in the Pooling and Servicing Agreement, which opinion of counsel
        shall not be an expense of the Trustee, the Certificate Registrar the Depositor
        or the Trust.

      
        
          
          

        

        
          I-2-1

          
            

          

        

        
          
          

        

      

       

      3.          The
        Transferee hereby acknowledges that under the terms of the Pooling and Servicing
        Agreement dated as of June 1, 2006 (the “Agreement”) among Greenwich Capital
        Acceptance, Inc., as Depositor, Greenwich Capital Financial Products, Inc.,
        as
        Seller, Wells Fargo Bank, N.A., as master servicer and securities administrator
        (the “Master Servicer” and the “Securities Administrator”) and Deutsche Bank
        National Trust Company, as Trustee, no transfer of any ERISA-Restricted
        Certificate in the form of a Definitive Certificate shall be permitted to
        be
        made to any person unless the Depositor and Trustee have received a certificate
        from such transferee in the form hereof.

       

      Capitalized
        words and phrases used herein shall have the respective meanings assigned
        to
        them in the Pooling and Servicing Agreement.

       

      IN
        WITNESS WHEREOF, the Transferee has executed this certificate.

       

      


       

      _________________________________

      [Transferee]

       

      By:______________________________

      Name:

      Title:

      


      


      
        
          
            
            

          

          
            I-2-2

            
              

            

          

          
            
            

          

        

      

      



      EXHIBIT
        J-1

       

      FORM
        OF INVESTMENT LETTER [NON-RULE 144A]

       

      [Date]

       

      


      Greenwich
        Capital Acceptance, Inc.

      600
        Steamboat Road

      Greenwich,
        Connecticut 06830

       

      Wells
        Fargo Bank, N.A.

      Sixth
        Street and Marquette Avenue

      Minneapolis,
        Minnesota 55479


       

      
        	 	
                Re:

              	
                HarborView
                  Mortgage Loan Trust 2006-6 

              


      

      Mortgage
        Loan Pass-Through Certificates, Series 2006-6  

       

      Ladies
        and Gentlemen:

       

      In
        connection with our acquisition of the above-captioned Certificates, we certify
        that (a) we understand that the Certificates are not being registered under
        the
        Securities Act of 1933, as amended (the “Act”), or any state securities laws and
        are being transferred to us in a transaction that is exempt from the
        registration requirements of the Act and any such laws, (b) we are an
“accredited investor,” as defined in Regulation D under the Act, and have such
        knowledge and experience in financial and business matters that we are capable
        of evaluating the merits and risks of investments in the Certificates, (c)
        we
        have had the opportunity to ask questions of and receive answers from the
        Depositor concerning the purchase of the Certificates and all matters relating
        thereto or any additional information deemed necessary to our decision to
        purchase the Certificates, (d) we are acquiring the Certificates for investment
        for our own account and not with a view to any distribution of such Certificates
        (but without prejudice to our right at all times to sell or otherwise dispose
        of
        the Certificates in accordance with clause (f) below), (e) we have not offered
        or sold any Certificates to, or solicited offers to buy any Certificates
        from,
        any person, or otherwise approached or negotiated with any person with respect
        thereto, or taken any other action which would result in a violation of Section
        5 of the Act, and (f) we will not sell, transfer or otherwise dispose of
        any
        Certificates unless (1) such sale, transfer or other disposition is made
        pursuant to an effective registration statement under the Act or is exempt
        from
        such registration requirements, and if requested, we will at our expense
        provide
        an opinion of counsel satisfactory to the addressees of this Certificate
        that
        such sale, transfer or other disposition may be made pursuant to an exemption
        from the Act, (2) the purchaser or transferee of such Certificate has executed
        and delivered to you a certificate to substantially the same effect as this
        certificate, and (3) the purchaser or transferee has otherwise complied with
        any
        conditions for transfer set forth in the Pooling and Servicing
        Agreement.

      
        
          
          

        

        
          J-1-1

          
            

          

        

        
          
          

        

      

       

      Capitalized
        words and phrases used herein shall have the respective meanings assigned
        to
        them in the Pooling and Servicing Agreement.

       

      Very
        truly yours,

       

      [NAME
        OF TRANSFEREE]

       

      By:                                        

      Authorized
        Officer

       

      


      


      
        
          
            
            

          

          
            J-1-2

            
              

            

          

          
            
            

          

        

      

      



      EXHIBIT
        J-2

      


      FORM
        OF RULE 144A INVESTMENT LETTER

      


       

      [Date]

       

      Greenwich
        Capital Acceptance, Inc.

      600
        Steamboat Road

      Greenwich,
        Connecticut 06830

       

      Wells
        Fargo Bank, N.A.

      Sixth
        Street and Marquette Avenue

      Minneapolis,
        Minnesota 55479

      


       

      
        	 	
                Re:

              	
                HarborView
                  Mortgage Loan Trust 2006-6 

              


      

      Mortgage
        Loan Pass-Through Certificates, Series 2006-6  

       

      Ladies
        and Gentlemen:

       

      In
        connection with our acquisition of the above Certificates we certify that
        (a) we
        understand that the Certificates are not being registered under the Securities
        Act of 1933, as amended (the “Act”), or any state securities laws and are being
        transferred to us in a transaction that is exempt from the registration
        requirements of the Act and any such laws, (b) we have had the opportunity
        to
        ask questions of and receive answers from the Depositor concerning the purchase
        of the Certificates and all matters relating thereto or any additional
        information deemed necessary to our decision to purchase the Certificates,
        (c)
        we have not, nor has anyone acting on our behalf offered, transferred, pledged,
        sold or otherwise disposed of the Certificates, any interest in the Certificates
        or any other similar security to, or solicited any offer to buy or accept
        a
        transfer, pledge or other disposition of the Certificates, any interest in
        the
        Certificates or any other similar security from, or otherwise approached
        or
        negotiated with respect to the Certificates, any interest in the Certificates
        or
        any other similar security with, any person in any manner, or made any general
        solicitation by means of general advertising or in any other manner, or taken
        any other action, that would constitute a distribution of the Certificates
        under
        the Securities Act or that would render the disposition of the Certificates
        a
        violation of Section 5 of the Securities Act or require registration pursuant
        thereto, nor will act, nor has authorized or will authorize any person to
        act,
        in such manner with respect to the Certificates, and (d) we are a “qualified
        institutional buyer” as that term is defined in Rule 144A under the Securities
        Act and have completed either of the forms of certification to that effect
        attached hereto as Annex 1 or Annex 2. We are aware that the sale to us is
        being
        made in reliance on Rule 144A. We are acquiring the Certificates for our
        own
        account or for resale pursuant to Rule 144A and further, understand that
        such
        Certificates may be resold, pledged or transferred only (i) to a person
        reasonably believed to be a qualified institutional buyer that purchases
        for its
        own account or for the account of a qualified institutional buyer to whom
        notice
        is given that the resale, pledge or transfer is being made in reliance on
        Rule
        144A, or (ii) pursuant to another exemption from registration under the
        Securities Act.

      
        
          
          

        

        
          J-2-1

          
            

          

        

        
          
          

        

      

       

      Capitalized
        words and phrases used herein shall have the respective meanings assigned
        to
        them in the Pooling and Servicing Agreement.

       

      Very
        truly yours,

       

      [NAME
        OF TRANSFEREE]

       

      


      By:                                        

      Authorized
        Officer

       

      


       

      


      
        
          
            
            

          

          
            J-2-2

            
              

            

          

          
            
            

          

        

      

      



      ANNEX
        1 TO EXHIBIT J

       

      QUALIFIED
        INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

       

      [For
        Transferees Other Than Registered Investment Companies]

       

      The
        undersigned (the “Buyer”) hereby certifies as follows to the parties listed in
        the Rule 144A Transferee Certificate to which this certification relates
        with
        respect to the Certificates described therein:

       

      i.          As
        indicated below, the undersigned is the President, Chief Financial Officer,
        Senior Vice President or other executive officer of the Buyer.

       

      ii.          In
        connection with purchases by the Buyer, the Buyer is a “qualified institutional
        buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as
        amended (“Rule 144A”) because (i) the Buyer owned and/or invested on a
        discretionary basis $            1 
        in
        securities (except for the excluded securities referred to below) as of the
        end
        of the Buyer’s most recent fiscal year (such amount being calculated in
        accordance with Rule 144A and (ii) the Buyer satisfies the criteria in the
        category marked below.

       

      ___          Corporation,
        etc.
        The
        Buyer is a corporation (other than a bank, savings and loan association or
        similar institution), Massachusetts or similar business trust, partnership,
        or
        charitable organization described in Section 501(c)(3) of the Internal Revenue
        Code of 1986, as amended.

       

      ___          Bank.
        The
        Buyer (a) is a national bank or banking institution organized under the laws
        of
        any State, territory or the District of Columbia, the business of which is
        substantially confined to banking and is supervised by the State or territorial
        banking commission or similar official or is a foreign bank or equivalent
        institution, and (b) has an audited net worth of at least $25,000,000 as
        demonstrated in its latest annual financial statements, a
        copy
        of which is attached hereto.

       

      ___          Savings
        and Loan.
        The
        Buyer (a) is a savings and loan association, building and loan association,
        cooperative bank, homestead association or similar institution, which is
        supervised and examined by a State or Federal authority having supervision
        over
        any such institutions or is a foreign savings and loan association or equivalent
        institution and (b) has an audited net worth of at least $25,000,000 as
        demonstrated in its latest annual financial statements, a
        copy
        of which is attached hereto.

       

      ____________________

      
        	
                1

              	
                Buyer
                  must own and/or invest on a discretionary basis at least $100,000,000
                  in
                  securities unless Buyer is a dealer, and, in that case, Buyer must
                  own
                  and/or invest on a discretionary basis at least $10,000,000 in
                  securities.

              


      

       

      
        
          
          

        

        
          J-2-3

          
            

          

        

        
          
          

        

      

       

      ___          Broker-dealer.
        The
        Buyer is a dealer registered pursuant to Section 15 of the Securities Exchange
        Act of 1934.

       

      ___          Insurance
        Company.
        The
        Buyer is an insurance company whose primary and predominant business activity
        is
        the writing of insurance or the reinsuring of risks underwritten by insurance
        companies and which is subject to supervision by the insurance commissioner
        or a
        similar official or agency of a State, territory or the District of
        Columbia.

       

      ___          State
        or Local Plan.
        The
        Buyer is a plan established and maintained by a State, its political
        subdivisions, or any agency or instrumentality of the State or its political
        subdivisions, for the benefit of its employees.

       

      ___          ERISA
        Plan.
        The
        Buyer is an employee benefit plan within the meaning of Title I of the Employee
        Retirement Income Security Act of 1974.

       

      ___          Investment
        Advisor.
        The
        Buyer is an investment advisor registered under the Investment Advisors Act
        of
        1940.

       

      ___          Small
        Business Investment Company.
        Buyer
        is a small business investment company licensed by the U.S. Small Business
        Administration under Section 301(c) or (d) of the Small Business Investment
        Act
        of 1958.

       

      ___          Business
        Development Company.
        Buyer
        is a business development company as defined in Section 202(a)(22) of the
        Investment Advisors Act of 1940.

       

      iii.          The
        term “securities”
as
        used
        herein does
        not include
        (i)
        securities of issuers that are affiliated with the Buyer, (ii) securities
        that
        are part of an unsold allotment to or subscription by the Buyer, if the Buyer
        is
        a dealer, (iii) securities issued or guaranteed by the U.S. or any
        instrumentality thereof, (iv) bank deposit notes and certificates of deposit,
        (v) loan participations, (vi) repurchase agreements, (vii) securities owned
        but
        subject to a repurchase agreement and (viii) currency, interest rate and
        commodity swaps.

       

      iv.          For
        purposes of determining the aggregate amount of securities owned and/or invested
        on a discretionary basis by the Buyer, the Buyer used the cost of such
        securities to the Buyer and did not include any of the securities referred
        to in
        the preceding paragraph, except (i) where the Buyer reports its securities
        holdings in its financial statements on the basis of their market value,
        and
        (ii) no current information with respect to the cost of those securities
        has
        been published. If clause (ii) in the preceding sentence applies, the securities
        may be valued at market. Further, in determining such aggregate amount, the
        Buyer may have included securities owned by subsidiaries of the Buyer, but
        only
        if such subsidiaries are consolidated with the Buyer in its financial statements
        prepared in accordance with generally accepted accounting principles and
        if the
        investments of such subsidiaries are managed under the Buyer’s direction.
        However, such securities were not included if the Buyer is a majority-owned,
        consolidated subsidiary of another enterprise and the Buyer is not itself
        a
        reporting company under the Securities Exchange Act of 1934, as
        amended.

      
        
          
          

        

        
          J-2-4

          
            

          

        

        
          
          

        

      

       

      v.          The
        Buyer acknowledges that it is familiar with Rule 144A and understands that
        the
        seller to it and other parties related to the Certificates are relying and
        will
        continue to rely on the statements made herein because one or more sales
        to the
        Buyer may be in reliance on Rule 144A.

       

      vi.          Until
        the date of purchase of the Rule 144A Securities, the Buyer will notify each
        of
        the parties to which this certification is made of any changes in the
        information and conclusions herein. Until such notice is given, the Buyer’s
        purchase of the Certificates will constitute a reaffirmation of this
        certification as of the date of such purchase. In addition, if the Buyer
        is a
        bank or savings and loan is provided above, the Buyer agrees that it will
        furnish to such parties updated annual financial statements promptly after
        they
        become available.

       

                                                   
        

      Print
        Name of Buyer

       

      By:                                        

      Name:

      Title:

       

      Date:                                      

       

       

      
 

      
        
          
            
            

          

          
            J-2-5

            
              

            

          

          
            
            

          

        

      

      


      ANNEX
        2 TO EXHIBIT J

       

      QUALIFIED
        INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

       

      [For
        Transferees That are Registered Investment Companies]

       

      The
        undersigned (the “Buyer”) hereby certifies as follows to the parties listed in
        the Rule 144A Transferee Certificate to which this certification relates
        with
        respect to the Certificates described therein:

       

      1.          As
        indicated below, the undersigned is the President, Chief Financial Officer
        or
        Senior Vice President of the Buyer or, if the Buyer is a “qualified
        institutional buyer” as that term is defined in Rule 144A under the Securities
        Act of 1933, as amended (“Rule 144A”) because Buyer is part of a Family of
        Investment Companies (as defined below), is such an officer of the
        Adviser.

       

      2.          In
        connection with purchases by Buyer, the Buyer is a “qualified institutional
        buyer” as defined in SEC Rule 144A because (i) the Buyer is an investment
        company registered under the Investment Company Act of 1940, as amended and
        (ii)
        as marked below, the Buyer alone, or the Buyer’s Family of Investment Companies,
        owned at least $100,000,000 in securities (other than the excluded securities
        referred to below) as of the end of the Buyer’s most recent fiscal year. For
        purposes of determining the amount of securities owned by the Buyer or the
        Buyer’s Family of Investment Companies, the cost of such securities was used,
        except (i) where the Buyer or the Buyer’s Family of Investment Companies reports
        its securities holdings in its financial statements on the basis of their
        market
        value, and (ii) no current information with respect to the cost of those
        securities has been published. If clause (ii) in the preceding sentence applies,
        the securities may be valued at market.

       

      ___          The
        Buyer owned $            
        in
        securities (other than the excluded securities referred to below) as of the
        end
        of the Buyer’s most recent fiscal year (such amount being calculated in
        accordance with Rule 144A).

       

      ___          The
        Buyer is part of a Family of Investment Companies which owned in the aggregate
        $        
        in
        securities (other than the excluded securities referred to below) as of the
        end
        of the Buyer’s most recent fiscal year (such amount being calculated in
        accordance with Rule 144A).

       

      3.          The
        term “Family
        of Investment Companies”
as
        used
        herein means two or more registered investment companies (or series thereof)
        that have the same investment adviser or investment advisers that are affiliated
        (by virtue of being majority owned subsidiaries of the same parent or because
        one investment adviser is a majority owned subsidiary of the
        other).

       

      4.          The
        term “securities”
as
        used
        herein does not include (i) securities of issuers that are affiliated with
        the
        Buyer or are part of the Buyer’s Family of Investment Companies, (ii) securities
        issued or guaranteed by the U.S. or any instrumentality thereof, (iii) bank
        deposit notes and certificates of deposit, (iv) loan participations, (v)
        repurchase agreements, (vi) securities owned but subject to a repurchase
        agreement and (vii) currency, interest rate and commodity swaps.

      
        
          
          

        

        
          J-2-6

          
            

          

        

        
          
          

        

      

       

      5.          The
        Buyer is familiar with Rule 144A and understands that the parties listed
        in the
        Rule 144A Transferee Certificate to which this certification relates are
        relying
        and will continue to rely on the statements made herein because one or more
        sales to the Buyer will be in reliance on Rule 144A. In addition, the Buyer
        will
        only purchase for the Buyer’s own account.

       

      6.          Until
        the date of purchase of the Certificates, the undersigned will notify the
        parties listed in the Rule 144A Transferee Certificate to which this
        certification relates of any changes in the information and conclusions herein.
        Until such notice is given, the Buyer’s purchase of the Certificates will
        constitute a reaffirmation of this certification by the undersigned as of
        the
        date of such purchase.

       

                                              

      Print
        Name of Buyer or Adviser

       

      By:                                       

      Name:

      Title:

       

      IF
        AN ADVISER:

       

                                                

      Print
        Name of Buyer

       

      Date:                                     

      


       

      
        
           

           

        

      

      


      
        
          
            
            

          

          
            J-2-7

            
              

            

          

          
            
            

          

        

      

      



      EXHIBIT
        K

       

      FORM
        OF TRANSFEROR CERTIFICATE

       

      [Date]

       

      Greenwich
        Capital Acceptance, Inc.

      600
        Steamboat Road

      Greenwich,
        Connecticut 06380

      Attention:
        Corporate Trust, HarborView Mortgage Loan Trust 2006-6

       

      Wells
        Fargo Bank, N.A.

      Sixth
        Street and Marquette Avenue

      Minneapolis,
        Minnesota 55479


       

      
        	 	
                Re:

              	
                HarborView
                  Mortgage Loan Trust 2006-6 Mortgage

              


      

      Loan
        Pass-Through Certificates, Series 2006-6, Class A-R 

       

      Ladies
        and Gentlemen:

       

      In
        connection with our proposed transfer of an Ownership Interest in the Class
        A-R
        Certificate, we hereby certify that (a) we have no knowledge that the proposed
        Transferee is not a Permitted Transferee acquiring an Ownership Interest
        in such
        Class A-R Certificate for its own account and not in a capacity as trustee,
        nominee, or agent for another Person, and (b) we have not undertaken the
        proposed transfer in whole or in part to impede the assessment or collection
        of
        tax.

       

      Very
        truly yours,

       

      [_____________________]

       

      By:
        ______________________________

       

      


      


      
        
          
            
            

          

          
            K-1

            
              

            

          

          
            
            

          

        

      

      



      EXHIBIT
        L

       

      TRANSFER
        AFFIDAVIT FOR CLASS A-R CERTIFICATE

      PURSUANT
        TO SECTION 6.02(e)

       

      HARBORVIEW
        MORTGAGE LOAN TRUST 2006-6

      MORTGAGE
        LOAN PASS-THROUGH CERTIFICATES, SERIES 2006-6, CLASS A-R

      


      
        	
                STATE
                  OF 

              	
                )

              	 
	 	
                )

              	
                ss:

              
	
                COUNTY
                  OF

              	
                )

              	 


      

      


      The
        undersigned, being first duly sworn, deposes and says as follows:

       

      
        	
                1.

              	
                The
                  undersigned is an officer of ______________________, the proposed
                  Transferee of a 100% Ownership Interest in the Class A-R Certificate
                  (the
                  “Certificate”) issued pursuant to the Pooling and Servicing Agreement,
                  (the “Agreement”) dated as of June 1, 2006, relating to the
                  above-referenced Certificates, among Greenwich Capital Acceptance,
                  Inc.,
                  as Depositor, Greenwich Capital Financial Products, Inc., as Seller,
                  Wells
                  Fargo Bank, N.A., as Securities Administrator and Master Servicer,
                  and
                  Deutsche Bank National Trust Company, as Trustee. Capitalized terms
                  used,
                  but not defined herein, shall have the meanings ascribed to such
                  terms in
                  the Agreement. The Transferee has authorized the undersigned to
                  make this
                  affidavit on behalf of the
                  Transferee.

              


      

       

      
        	
                2.

              	
                The
                  Transferee is, as of the date hereof, and will be, as of the date
                  of the
                  Transfer, a Permitted Transferee. The Transferee is acquiring its
                  Ownership Interest for its own account and not in a capacity as
                  trustee,
                  nominee or agent for another party.

              


      

       

      
        	
                3.

              	
                The
                  Transferee has been advised of, and understands that (i) a tax
                  will be
                  imposed on Transfers of the Certificate to Persons that are not
                  Permitted
                  Transferees; (ii) such tax will be imposed on the transferor, or,
                  if such
                  Transfer is through an agent (which includes a broker, nominee
                  or
                  middleman) for a Person that is not a Permitted Transferee, on
                  the agent;
                  and (iii) the Person otherwise liable for the tax shall be relieved
                  of
                  liability for the tax if the subsequent Transferee furnished to
                  such
                  Person an affidavit that such subsequent Transferee is a Permitted
                  Transferee and, at the time of Transfer, such Person does not have
                  actual
                  knowledge that the affidavit is false. The Transferee has provided
                  financial statements or other financial information requested by
                  the
                  Transferor in connection with the transfer of the Certificate to
                  permit
                  the Transferor to assess the financial capability of the Transferee
                  to pay
                  such taxes.

              


      

       

      
        	
                4.

              	
                The
                  Transferee has been advised of, and understands that a tax may
                  be imposed
                  on a “pass-through entity” holding the Certificate if, at any time during
                  the taxable year of the pass-through entity, a Disqualified Organization
                  is the record holder of an interest in such entity. The Transferee
                  understands that such tax will not be imposed for any period with
                  respect
                  to which the record holder furnishes to the pass-through entity
                  an
                  affidavit that such record holder is not a Disqualified Organization
                  and
                  the pass-through entity does not have actual knowledge that such
                  affidavit
                  is false. (For this purpose, a “pass-through entity” includes a regulated
                  investment company, a real estate investment trust or common trust
                  fund, a
                  partnership, trust or estate, and certain cooperatives and, except
                  as may
                  be provided in Treasury Regulations, persons holding interests
                  in
                  pass-through entities as a nominee for another
                  Person.)

              


      

       

      
        
          
          

        

        
          L-1

          
            

          

        

        
          
          

        

      

       

      
        	
                5.

              	
                The
                  Transferee has reviewed the provisions of Section 6.02(e) of the
                  Agreement
                  and understands the legal consequences of the acquisition of an
                  Ownership
                  Interest in the Certificate including, without limitation, the
                  restrictions on subsequent Transfers and the provisions regarding
                  voiding
                  the Transfer and mandatory sales. The Transferee expressly agrees
                  to be
                  bound by and to abide by the provisions of Section 6.02(e) of the
                  Agreement and the restrictions noted on the face of the Certificate.
                  The
                  Transferee understands and agrees that any breach of any of the
                  representations included herein shall render the Transfer to the
                  Transferee contemplated hereby null and
                  void.

              


      

       

      
        	
                6.

              	
                The
                  Transferee agrees to require a Transfer Affidavit from any Person
                  to whom
                  the Transferee attempts to Transfer its Ownership Interest in the
                  Certificate, and the Transferee will not Transfer its Ownership
                  Interest
                  or cause any Ownership Interest to be Transferred to any Person
                  that the
                  Transferee knows is not a Permitted Transferee. In connection with
                  any
                  such Transfer by the Transferee, the Transferee agrees to deliver
                  to the
                  Trustee a certificate substantially in the form set forth as Exhibit
                  K to
                  the Agreement (a “Transferor
                  Certificate”).

              


      

       

      
        	
                7.

              	
                The
                  Transferee does not have the intention to impede the assessment
                  or
                  collection of any tax legally required to be paid with respect
                  to the
                  Certificate.

              


      

       

      
        	
                8.

              	
                The
                  Transferee’s taxpayer identification number is             .

              


      

       

      
        	
                9.

              	
                The
                  Transferee is aware that the Certificate may be a “noneconomic residual
                  interest” within the meaning of the REMIC provisions and that the
                  transferor of a noneconomic residual interest will remain liable
                  for any
                  taxes due with respect to the income on such residual interest,
                  unless no
                  significant purpose of the transfer was to impede the assessment
                  or
                  collection of tax.

              


      

       

      


      
        
          
            
            

          

          
            L-2

            
              

            

          

          
            
            

          

        

      

      


      IN
        WITNESS WHEREOF, the Transferee has caused this instrument to be executed
        on its
        behalf, pursuant to authority of its Board of Directors, by its duly authorized
        officer and its corporate seal to be hereunto affixed, duly attested, this
            
        day
        of
                  ,
        20  .

       

      [NAME
        OF TRANSFEREE]

       

      By:  
                                    

      Name:

      Title:

       

      [Corporate
        Seal]

       

      ATTEST:

       

                                     

      [Assistant]
        Secretary

       

      Personally
        appeared before me the above-named                  ,
        known
        or proved to me to be the same person who executed the foregoing instrument
        and
        to be the                     
        of the
        Transferee, and acknowledged that he executed the same as his free act and
        deed
        and the free act and deed of the Transferee.

       

      Subscribed
        and sworn before me this     
        day
        of
        
        ,
        20  .

       

      


      


      


                                                 

      NOTARY
        PUBLIC

       

      
        	 	 	 	 	 	 	 	
                My
                  Commission expires the     
                  day of                 ,
                  20  .

              


      

       

      
 

      
        
          
            
            

          

          
            L-3

            
              

            

          

          
            
            

          

        

      

      



      EXHIBIT
        M

       

      LIST
        OF SERVICING AGREEMENTS

       

      
        	 	
                1.

              	
                Reconstituted
                  Servicing Agreement, dated as of June 1, 2006, between GCFP and
                  Countrywide and Countrywide Home Loans Servicing LP, as servicer,
                  and
                  acknowledged by the Trustee and the Master
                  Servicer.

              


      

       

      
        	 	
                2.

              	
                Reconstituted
                  Servicing Agreement, dated as of June 1, 2006, between GCFP and
                  Downey, as
                  servicer, and acknowledged by the Trustee and the Master
                  Servicer.

              


      

       

      
        	 	
                3.

              	
                Reconstituted
                  Servicing Agreement, dated as of June 1, 2006, between GCFP and
                  HSBC, as
                  servicer, and acknowledged by the Trustee and the Master
                  Servicer.

              


      

       

      
        	 	
                4.

              	
                Reconstituted
                  Servicing Agreement, dated as of June 1, 2006, between GCFP and
                  IndyMac,
                  as servicer, and acknowledged by the Trustee and the Master
                  Servicer.

              


      

       

      
        	 	
                5.

              	
                Reconstituted
                  Servicing Agreement, dated as of June 1, 2006, between GCFP and
                  Mellon
                  Trust, as servicer, and acknowledged by the Trustee and the Master
                  Servicer.

              


      

       

      


       

      


       

      


      


      


       

      


      
        
          
            
            

          

          
            M-1

            
              

            

          

          
            
            

          

        

      

      



      EXHIBIT
        N-1

      


      


      FORM
        OF TRANSFER CERTIFICATE

      FOR
        TRANSFER FROM RESTRICTED GLOBAL SECURITY

      TO
        REGULATION S GLOBAL SECURITY

      (Transfers
        pursuant to §§ 6.02 (f) (ii)

                            
        of the Pooling and Servicing
        Agreement)                            

       

      Wells
        Fargo Bank, N.A.

      Sixth
        Street and Marquette Avenue

      Minneapolis,
        Minnesota 55479

      


      
        	 	
                Re:

              	
                HarborView
                  Mortgage Loan Trust 2006-6

              


      

      Mortgage
        Loan Pass-Through Certificates, Series 2006-6

       

      Reference
        is hereby made to the Pooling and Servicing Agreement dated as of June 1,
        2006
        (the “Pooling and Servicing Agreement”) relating to the above referenced
        certificates, among Greenwich Capital Acceptance, Inc., as Depositor, Greenwich
        Capital Financial Products, Inc., as Seller, Wells Fargo Bank, N.A., as master
        servicer and securities administrator (the “Master Servicer” and the “Securities
        Administrator”) and Deutsche Bank National Trust Company, as Trustee.
        Capitalized terms used but not defined herein shall have the meanings given
        them
        in the Pooling and Servicing Agreement.

       

      This
        letter relates to U.S. $____________________________ aggregate principal
        amount
        of Securities which are held in the form of a Restricted Global Security
        with
        the Depository in the name of [name of transferor]
        ___________________________________ (the “Transferor”) to effect the transfer of
        the Securities in exchange for an equivalent beneficial interest in a Regulation
        S Global Security.

       

      In
        connection with such request, the Transferor does hereby certify that such
        transfer has been effected in accordance with the transfer restrictions set
        forth in the Pooling and Servicing Agreement and the private placement
        memorandum dated June [[●]],
        2006,
        relating to the Securities and in accordance with Rule 904 of Regulation
        S, and
        that:

       

      a.          the
        offer of the Securities was not made to a person in the United States;


       

      b.          at
        the time the buy order was originated, the transferee was outside the United
        States or the Transferor and any person acting on its behalf reasonably believed
        that the transferee was outside the United States;

       

      c.          no
        directed selling efforts have been made in contravention of the requirements
        of
        Rule 903 or 904 of Regulation S, as applicable;

      
        
          
          

        

        
          N-1-1

          
            

          

        

        
          
          

        

      

       

      d.          the
        transaction is not part of a plan or scheme to evade the registration
        requirements of the United States Securities Act of 1933, as amended (the
        “Securities Act”); and

       

      e.          the
        transferee is not a U.S. Person.

       

      You
        and
        the Depositor are entitled to rely upon this letter and are irrevocably
        authorized to produce this letter or a copy hereof to any interested party
        in
        any administrative or legal proceedings or official inquiry with respect
        to the
        matters covered hereby. Terms used in this certificate have the meanings
        set
        forth in Regulation S.

       

      


      


      


                                                                       

      [Name
        of Transferor]

      


      


      By:                                                         

      Name:

      Title:

       

      Date:             
          ,
              

      


      


      
        
          
            
            

          

          
            N-1-2

            
              

            

          

          
            
            

          

        

      

      



      EXHIBIT
        N-2

      FORM
        OF TRANSFER CERTIFICATE FOR TRANSFER 

      FROM
        REGULATION S GLOBAL SECURITY

      TO
        RESTRICTED GLOBAL SECURITY

      (Transfers
        pursuant to §§ 6.02 (f) (iii)

                                of
        the Pooling and Servicing
        Agreement)                          

       

      Wells
        Fargo Bank, N.A.

      Sixth
        Street and Marquette Avenue

      Minneapolis,
        Minnesota 55479

      


      
        	 	
                Re:

              	
                HarborView
                  Mortgage Loan Trust 2006-6

              


      

      Mortgage
        Loan Pass-Through Certificates, Series 2006-6

       

      Reference
        is hereby made to the Pooling and Servicing Agreement dated as of June 1,
        2006
        (the “Pooling and Servicing Agreement”) relating to the above referenced
        certificates, among Greenwich Capital Acceptance, Inc., as Depositor, Greenwich
        Capital Financial Products, Inc., as Seller, Wells Fargo Bank, N.A., as master
        servicer and securities administrator (the “Master Servicer” and the “Securities
        Administrator”) and Deutsche Bank National Trust Company, as Trustee.
        Capitalized terms used but not defined herein shall have the meanings given
        them
        in the Pooling and Servicing Agreement.

       

      This
        letter relates to U.S. $____________________________ aggregate principal
        amount
        of Securities which are held in the form of a Regulations S Global Security
        in
        the name of [name of transferor] ___________________________________ (the
        “Transferor”) to effect the transfer of the Securities in exchange for an
        equivalent beneficial interest in a Restricted Global Security.

       

      In
        connection with such request, and in respect of such Securities, the Transferor
        does hereby certify that such Securities are being transferred in accordance
        with (i) the transfer restrictions set forth in the Pooling and Servicing
        Agreement and the private placement memorandum dated June [[●]],
        2006,
        relating to the Securities and (ii) Rule 144A under the United States Securities
        Act of 1933, as amended, to a transferee that the Transferor reasonably believes
        is purchasing the Securities for its own account or an account with respect
        to
        which the transferee exercises sole investment discretion, the transferee
        or any
        such account is a qualified institutional buyer within the meaning of Rule
        144A,
        in a transaction meeting the requirements of Rule 144A and in accordance
        with
        any applicable securities laws of any state of the United States or any other
        jurisdiction.

       

                                                                  
        

      [Name
        of Transferor]

      


      By:                                                        

      Name:

      Title:

       

      Date:             
,
              

      


      


      
        
          
            
            

          

          
            N-2-1

            
              

            

          

          
            
            

          

        

      

      



      EXHIBIT
        O

      


      TRANSACTION
        PARTIES

       

      
        	
                Trustee

              	
                Deutsche
                  Bank National Trust Company

              
	 	 
	
                Securities
                  Administrator

              	
                Wells
                  Fargo Bank, N.A.

              
	 	 
	
                Master
                  Servicer

              	
                Wells
                  Fargo Bank, N.A.

              
	 	 
	
                Yield
                  Maintenance Provider

              	
                The
                  Bank of New York

              
	 	 
	
                Servicers

              	
                Countrywide
                  Home Loans Servicing LP, Downey Savings and Loan Association, F.A.,
                  HSBC
                  Mortgage Corporation (USA), IndyMac Bank F.S.B., Mellon Trust of
                  New
                  England, National Association.

              
	 	 
	
                Originators

              	
                Countrywide
                  Home Loans, Inc., Downey Savings and Loan Association, F.A., HSBC
                  Mortgage
                  Corporation (USA), IndyMac Bank F.S.B., Mellon Trust of New England,
                  National Association.

              
	 	 
	
                Custodians

              	
                Deutsche
                  Bank National Trust Company, Mellon Trust of New Englad, National
                  Association, The Bank of New York

              
	 	 
	
                Seller

              	
                Greenwich
                  Capital Financial Products, Inc.

              


      

      


      
        
          
            
            

          

          
            O-1

            
              

            

          

          
            
            

          

        

      

      


      EXHIBIT
        Q

       

      SERVICING
        CRITERIA

       

      


      The
        assessment of compliance to be delivered by Wells Fargo Bank, N.A. (“Wells
        Fargo”), in its capacities as Master Servicer and Securities Administrator,
        shall address, at a minimum, the criteria identified as below as “Applicable
        Servicing Criteria”:

       

      
        	 	 
	
                Servicing
                  Criteria

              	
                Applicable

                Servicing

                Criteria
                  for 

                Wells
                  Fargo

              
	
                Reference

              	
                Criteria

              	 
	 	
                General
                  Servicing Considerations

              	 
	 	 	 
	
                1122(d)(1)(i)

              	
                Policies
                  and procedures are instituted to monitor any performance or other
                  triggers
                  and events of default in accordance with the transaction
                  agreements.

              	
                X

              
	
                1122(d)(1)(ii)

              	
                If
                  any material servicing activities are outsourced to third parties,
                  policies and procedures are instituted to monitor the third party’s
                  performance and compliance with such servicing activities.

              	
                X

              
	
                1122(d)(1)(iii)

              	
                Any
                  requirements in the transaction agreements to maintain a back-up
                  servicer
                  for the mortgage loans are maintained.

              	 
	
                1122(d)(1)(iv)

              	
                A
                  fidelity bond and errors and omissions policy is in effect on the
                  party
                  participating in the servicing function throughout the reporting
                  period in
                  the amount of coverage required by and otherwise in accordance
                  with the
                  terms of the transaction agreements.

              	 
	 	
                Cash
                  Collection and Administration

              	 
	
                1122(d)(2)(i)

              	
                Payments
                  on mortgage loans are deposited into the appropriate custodial
                  bank
                  accounts and related bank clearing accounts no more than two business
                  days
                  following receipt, or such other number of days specified in the
                  transaction agreements.

              	
                X

              
	
                1122(d)(2)(ii)

              	
                Disbursements
                  made via wire transfer on behalf of an obligor or to an investor
                  are made
                  only by authorized personnel.

              	
                X

              
	
                1122(d)(2)(iii)

              	
                Advances
                  of funds or guarantees regarding collections, cash flows or distributions,
                  and any interest or other fees charged for such advances, are made,
                  reviewed and approved as specified in the transaction
                  agreements.

              	
                X

              
	
                1122(d)(2)(iv)

              	
                The
                  related accounts for the transaction, such as cash reserve accounts
                  or
                  accounts established as a form of overcollateralization, are separately
                  maintained (e.g., with respect to commingling of cash) as set forth
                  in the
                  transaction agreements.

              	
                X

              
	
                1122(d)(2)(v)

              	
                Each
                  custodial account is maintained at a federally insured depository
                  institution as set forth in the transaction agreements. For purposes
                  of
                  this criterion, “federally insured depository institution” with respect to
                  a foreign financial institution means a foreign financial institution
                  that
                  meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
                  Act.

              	
                X

              
	
                1122(d)(2)(vi)

              	
                Unissued
                  checks are safeguarded so as to prevent unauthorized
                  access.

              	
                X

              


      

       

      
        
          
          

        

        
          Q-1

          
            

          

        

        
          
          

        

      

       

      
        	 	 
	
                Servicing
                  Criteria

              	
                Applicable

                Servicing

                Criteria
                  for 

                Wells
                  Fargo

              
	
                Reference

              	
                Criteria

              	 
	
                1122(d)(2)(vii)

              	
                Reconciliations
                  are prepared on a monthly basis for all asset-backed securities
                  related
                  bank accounts, including custodial accounts and related bank clearing
                  accounts. These reconciliations are (A) mathematically accurate;
                  (B)
                  prepared within 30 calendar days after the bank statement cutoff
                  date, or
                  such other number of days specified in the transaction agreements;
                  (C)
                  reviewed and approved by someone other than the person who prepared
                  the
                  reconciliation; and (D) contain explanations for reconciling items.
                  These
                  reconciling items are resolved within 90 calendar days of their
                  original
                  identification, or such other number of days specified in the transaction
                  agreements.

              	
                X

              
	 	
                Investor
                  Remittances and Reporting

              	 
	
                1122(d)(3)(i)

              	
                Reports
                  to investors, including those to be filed with the Commission,
                  are
                  maintained in accordance with the transaction agreements and applicable
                  Commission requirements. Specifically, such reports (A) are prepared
                  in
                  accordance with timeframes and other terms set forth in the transaction
                  agreements; (B) provide information calculated in accordance with
                  the
                  terms specified in the transaction agreements; (C) are filed with
                  the
                  Commission as required by its rules and regulations; and (D) agree
                  with
                  investors’ or the trustee’s records as to the total unpaid principal
                  balance and number of mortgage loans serviced by the
                  Servicer.

              	
                X

              
	
                1122(d)(3)(ii)

              	
                Amounts
                  due to investors are allocated and remitted in accordance with
                  timeframes,
                  distribution priority and other terms set forth in the transaction
                  agreements.

              	
                X

              
	
                1122(d)(3)(iii)

              	
                Disbursements
                  made to an investor are posted within two business days to the
                  Servicer’s
                  investor records, or such other number of days specified in the
                  transaction agreements.

              	
                X

              
	
                1122(d)(3)(iv)

              	
                Amounts
                  remitted to investors per the investor reports agree with cancelled
                  checks, or other form of payment, or custodial bank
                  statements.

              	
                X

              
	 	
                Pool
                  Asset Administration

              	 
	
                1122(d)(4)(i)

              	
                Collateral
                  or security on mortgage loans is maintained as required by the
                  transaction
                  agreements or related mortgage loan documents.

              	
                 

              
	
                1122(d)(4)(ii)

              	
                Mortgage
                  loan and related documents are safeguarded as required by the transaction
                  agreements.

              	
                 

              
	
                1122(d)(4)(iii)

              	
                Any
                  additions, removals or substitutions to the asset pool are made,
                  reviewed
                  and approved in accordance with any conditions or requirements
                  in the
                  transaction agreements.

              	 
	
                1122(d)(4)(iv)

              	
                Payments
                  on mortgage loans, including any payoffs, made in accordance with
                  the
                  related mortgage loan documents are posted to the Servicer’s obligor
                  records maintained no more than two business days after receipt,
                  or such
                  other number of days specified in the transaction agreements, and
                  allocated to principal, interest or other items (e.g., escrow)
                  in
                  accordance with the related mortgage loan documents.

              	 
	
                1122(d)(4)(v)

              	
                The
                  Servicer’s records regarding the mortgage loans agree with the Servicer’s
                  records with respect to an obligor’s unpaid principal
                  balance.

              	 


      

       

      
        
          
          

        

        
          Q-2

          
            

          

        

        
          
          

        

      

       

      
        	 	 
	
                Servicing
                  Criteria

              	
                Applicable

                Servicing

                Criteria
                  for 

                Wells
                  Fargo

              
	
                Reference

              	
                Criteria

              	 
	
                1122(d)(4)(vi)

              	
                Changes
                  with respect to the terms or status of an obligor’s mortgage loans (e.g.,
                  loan modifications or re-agings) are made, reviewed and approved
                  by
                  authorized personnel in accordance with the transaction agreements
                  and
                  related pool asset documents.

              	 
	
                1122(d)(4)(vii)

              	
                Loss
                  mitigation or recovery actions (e.g., forbearance plans, modifications
                  and
                  deeds in lieu of foreclosure, foreclosures and repossessions, as
                  applicable) are initiated, conducted and concluded in accordance
                  with the
                  timeframes or other requirements established by the transaction
                  agreements.

              	 
	
                1122(d)(4)(viii)

              	
                Records
                  documenting collection efforts are maintained during the period
                  a mortgage
                  loan is delinquent in accordance with the transaction agreements.
                  Such
                  records are maintained on at least a monthly basis, or such other
                  period
                  specified in the transaction agreements, and describe the entity’s
                  activities in monitoring delinquent mortgage loans including, for
                  example,
                  phone calls, letters and payment rescheduling plans in cases where
                  delinquency is deemed temporary (e.g., illness or
                  unemployment).

              	 
	
                1122(d)(4)(ix)

              	
                Adjustments
                  to interest rates or rates of return for mortgage loans with variable
                  rates are computed based on the related mortgage loan
                  documents.

              	 
	
                1122(d)(4)(x)

              	
                Regarding
                  any funds held in trust for an obligor (such as escrow accounts):
                  (A) such
                  funds are analyzed, in accordance with the obligor’s mortgage loan
                  documents, on at least an annual basis, or such other period specified
                  in
                  the transaction agreements; (B) interest on such funds is paid,
                  or
                  credited, to obligors in accordance with applicable mortgage loan
                  documents and state laws; and (C) such funds are returned to the
                  obligor
                  within 30 calendar days of full repayment of the related mortgage
                  loans,
                  or such other number of days specified in the transaction
                  agreements.

              	 
	
                1122(d)(4)(xi)

              	
                Payments
                  made on behalf of an obligor (such as tax or insurance payments)
                  are made
                  on or before the related penalty or expiration dates, as indicated
                  on the
                  appropriate bills or notices for such payments, provided that such
                  support
                  has been received by the servicer at least 30 calendar days prior
                  to these
                  dates, or such other number of days specified in the transaction
                  agreements.

              	 
	
                1122(d)(4)(xii)

              	
                Any
                  late payment penalties in connection with any payment to be made
                  on behalf
                  of an obligor are paid from the servicer’s funds and not charged to the
                  obligor, unless the late payment was due to the obligor’s error or
                  omission.

              	 
	
                1122(d)(4)(xiii)

              	
                Disbursements
                  made on behalf of an obligor are posted within two business days
                  to the
                  obligor’s records maintained by the servicer, or such other number of days
                  specified in the transaction agreements.

              	 
	
                1122(d)(4)(xiv)

              	
                Delinquencies,
                  charge-offs and uncollectible accounts are recognized and recorded
                  in
                  accordance with the transaction agreements.

              	 
	
                1122(d)(4)(xv)

              	
                Any
                  external enhancement or other support, identified in Item 1114(a)(1)
                  through (3) or Item 1115 of Regulation AB, is maintained as set
                  forth in
                  the transaction agreements.

              	
                X

              
	 	 	 


      

       

      
        
          
          

        

        
          Q-3

          
            

          

        

        
          
          

        

      

      The
        assessment of compliance to be delivered by Deutsche Bank National Trust
        Company
        (“Deutsche Bank”), in its capacity as Custodian, shall address, at a minimum,
        the criteria identified as below as “Applicable Servicing
        Criteria”:

       

      
        	 	 
	
                Servicing
                  Criteria

              	
                Applicable

                Servicing

                Criteria
                  for 

                Deutsche
                  Bank

              
	
                Reference

              	
                Criteria

              	 
	 	
                General
                  Servicing Considerations

              	 
	 	 	 
	
                1122(d)(1)(i)

              	
                Policies
                  and procedures are instituted to monitor any performance or other
                  triggers
                  and events of default in accordance with the transaction
                  agreements.

              	 
	
                1122(d)(1)(ii)

              	
                If
                  any material servicing activities are outsourced to third parties,
                  policies and procedures are instituted to monitor the third party’s
                  performance and compliance with such servicing activities.

              	 
	
                1122(d)(1)(iii)

              	
                Any
                  requirements in the transaction agreements to maintain a back-up
                  servicer
                  for the mortgage loans are maintained.

              	 
	
                1122(d)(1)(iv)

              	
                A
                  fidelity bond and errors and omissions policy is in effect on the
                  party
                  participating in the servicing function throughout the reporting
                  period in
                  the amount of coverage required by and otherwise in accordance
                  with the
                  terms of the transaction agreements.

              	 
	 	
                Cash
                  Collection and Administration

              	 
	
                1122(d)(2)(i)

              	
                Payments
                  on mortgage loans are deposited into the appropriate custodial
                  bank
                  accounts and related bank clearing accounts no more than two business
                  days
                  following receipt, or such other number of days specified in the
                  transaction agreements.

              	 
	
                1122(d)(2)(ii)

              	
                Disbursements
                  made via wire transfer on behalf of an obligor or to an investor
                  are made
                  only by authorized personnel.

              	 
	
                1122(d)(2)(iii)

              	
                Advances
                  of funds or guarantees regarding collections, cash flows or distributions,
                  and any interest or other fees charged for such advances, are made,
                  reviewed and approved as specified in the transaction
                  agreements.

              	 
	
                1122(d)(2)(iv)

              	
                The
                  related accounts for the transaction, such as cash reserve accounts
                  or
                  accounts established as a form of overcollateralization, are separately
                  maintained (e.g., with respect to commingling of cash) as set forth
                  in the
                  transaction agreements.

              	 
	
                1122(d)(2)(v)

              	
                Each
                  custodial account is maintained at a federally insured depository
                  institution as set forth in the transaction agreements. For purposes
                  of
                  this criterion, “federally insured depository institution” with respect to
                  a foreign financial institution means a foreign financial institution
                  that
                  meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
                  Act.

              	 
	
                1122(d)(2)(vi)

              	
                Unissued
                  checks are safeguarded so as to prevent unauthorized
                  access.

              	 
	
                1122(d)(2)(vii)

              	
                Reconciliations
                  are prepared on a monthly basis for all asset-backed securities
                  related
                  bank accounts, including custodial accounts and related bank clearing
                  accounts. These reconciliations are (A) mathematically accurate;
                  (B)
                  prepared within 30 calendar days after the bank statement cutoff
                  date, or
                  such other number of days specified in the transaction agreements;
                  (C)
                  reviewed and approved by someone other than the person who prepared
                  the
                  reconciliation; and (D) contain explanations for reconciling items.
                  These
                  reconciling items are resolved within 90 calendar days of their
                  original
                  identification, or such other number of days specified in the transaction
                  agreements.

              	 


      

       

      
        
          
          

        

        
          Q-4

          
            

          

        

        
          
          

        

      

       

      
        	 	 
	
                Servicing
                  Criteria

              	
                Applicable

                Servicing

                Criteria
                  for Deutsche Bank

              
	
                Reference

              	
                Criteria

              	 
	 	
                Investor
                  Remittances and Reporting

              	 
	
                1122(d)(3)(i)

              	
                Reports
                  to investors, including those to be filed with the Commission,
                  are
                  maintained in accordance with the transaction agreements and applicable
                  Commission requirements. Specifically, such reports (A) are prepared
                  in
                  accordance with timeframes and other terms set forth in the transaction
                  agreements; (B) provide information calculated in accordance with
                  the
                  terms specified in the transaction agreements; (C) are filed with
                  the
                  Commission as required by its rules and regulations; and (D) agree
                  with
                  investors’ or the trustee’s records as to the total unpaid principal
                  balance and number of mortgage loans serviced by the
                  Servicer.

              	 
	
                1122(d)(3)(ii)

              	
                Amounts
                  due to investors are allocated and remitted in accordance with
                  timeframes,
                  distribution priority and other terms set forth in the transaction
                  agreements.

              	 
	
                1122(d)(3)(iii)

              	
                Disbursements
                  made to an investor are posted within two business days to the
                  Servicer’s
                  investor records, or such other number of days specified in the
                  transaction agreements.

              	 
	
                1122(d)(3)(iv)

              	
                Amounts
                  remitted to investors per the investor reports agree with cancelled
                  checks, or other form of payment, or custodial bank
                  statements.

              	 
	 	
                Pool
                  Asset Administration

              	 
	
                1122(d)(4)(i)

              	
                Collateral
                  or security on mortgage loans is maintained as required by the
                  transaction
                  agreements or related mortgage loan documents.

              	
                X

              
	
                1122(d)(4)(ii)

              	
                Mortgage
                  loan and related documents are safeguarded as required by the transaction
                  agreements.

              	
                X

              
	
                1122(d)(4)(iii)

              	
                Any
                  additions, removals or substitutions to the asset pool are made,
                  reviewed
                  and approved in accordance with any conditions or requirements
                  in the
                  transaction agreements.

              	
                X

              
	
                1122(d)(4)(iv)

              	
                Payments
                  on mortgage loans, including any payoffs, made in accordance with
                  the
                  related mortgage loan documents are posted to the Servicer’s obligor
                  records maintained no more than two business days after receipt,
                  or such
                  other number of days specified in the transaction agreements, and
                  allocated to principal, interest or other items (e.g., escrow)
                  in
                  accordance with the related mortgage loan documents.

              	 
	
                1122(d)(4)(v)

              	
                The
                  Servicer’s records regarding the mortgage loans agree with the Servicer’s
                  records with respect to an obligor’s unpaid principal
                  balance.

              	 
	
                1122(d)(4)(vi)

              	
                Changes
                  with respect to the terms or status of an obligor’s mortgage loans (e.g.,
                  loan modifications or re-agings) are made, reviewed and approved
                  by
                  authorized personnel in accordance with the transaction agreements
                  and
                  related pool asset documents.

              	 
	
                1122(d)(4)(vii)

              	
                Loss
                  mitigation or recovery actions (e.g., forbearance plans, modifications
                  and
                  deeds in lieu of foreclosure, foreclosures and repossessions, as
                  applicable) are initiated, conducted and concluded in accordance
                  with the
                  timeframes or other requirements established by the transaction
                  agreements.

              	 


      

       

      
        
          
          

        

        
          Q-5

          
            

          

        

        
          
          

        

      

       

      
        	 	 
	
                Servicing
                  Criteria

              	
                Applicable

                Servicing

                Criteria
                  for Deutsche Bank

              
	
                Reference

              	
                Criteria

              	 
	
                1122(d)(4)(viii)

              	
                Records
                  documenting collection efforts are maintained during the period
                  a mortgage
                  loan is delinquent in accordance with the transaction agreements.
                  Such
                  records are maintained on at least a monthly basis, or such other
                  period
                  specified in the transaction agreements, and describe the entity’s
                  activities in monitoring delinquent mortgage loans including, for
                  example,
                  phone calls, letters and payment rescheduling plans in cases where
                  delinquency is deemed temporary (e.g., illness or
                  unemployment).

              	 
	
                1122(d)(4)(ix)

              	
                Adjustments
                  to interest rates or rates of return for mortgage loans with variable
                  rates are computed based on the related mortgage loan
                  documents.

              	 
	
                1122(d)(4)(x)

              	
                Regarding
                  any funds held in trust for an obligor (such as escrow accounts):
                  (A) such
                  funds are analyzed, in accordance with the obligor’s mortgage loan
                  documents, on at least an annual basis, or such other period specified
                  in
                  the transaction agreements; (B) interest on such funds is paid,
                  or
                  credited, to obligors in accordance with applicable mortgage loan
                  documents and state laws; and (C) such funds are returned to the
                  obligor
                  within 30 calendar days of full repayment of the related mortgage
                  loans,
                  or such other number of days specified in the transaction
                  agreements.

              	 
	
                1122(d)(4)(xi)

              	
                Payments
                  made on behalf of an obligor (such as tax or insurance payments)
                  are made
                  on or before the related penalty or expiration dates, as indicated
                  on the
                  appropriate bills or notices for such payments, provided that such
                  support
                  has been received by the servicer at least 30 calendar days prior
                  to these
                  dates, or such other number of days specified in the transaction
                  agreements.

              	 
	
                1122(d)(4)(xii)

              	
                Any
                  late payment penalties in connection with any payment to be made
                  on behalf
                  of an obligor are paid from the servicer’s funds and not charged to the
                  obligor, unless the late payment was due to the obligor’s error or
                  omission.

              	 
	
                1122(d)(4)(xiii)

              	
                Disbursements
                  made on behalf of an obligor are posted within two business days
                  to the
                  obligor’s records maintained by the servicer, or such other number of days
                  specified in the transaction agreements.

              	 
	
                1122(d)(4)(xiv)

              	
                Delinquencies,
                  charge-offs and uncollectible accounts are recognized and recorded
                  in
                  accordance with the transaction agreements.

              	 
	
                1122(d)(4)(xv)

              	
                Any
                  external enhancement or other support, identified in Item 1114(a)(1)
                  through (3) or Item 1115 of Regulation AB, is maintained as set
                  forth in
                  the transaction agreements.

              	 
	 	 	 


      

       

      


       

      


      


      
        
          
            
            

          

          
            Q-6

            
              

            

          

          
            
            

          

        

      

      



      EXHIBIT
        R

       

      ADDITIONAL
        FORM 10-D DISCLOSURE

       

      


      
        	
                ADDITIONAL
                  FORM 10-D DISCLOSURE

              
	
                Item
                  on Form 10-D

              	
                Party
                  Responsible 

              
	
                Item
                  1: Distribution and Pool Performance Information

                 

              	 
	
                Information
                  included in the [Monthly Statement]

              	
                Servicer

                Master
                  Servicer

                Securities
                  Administrator

              
	
                Any
                  information required by 1121 which is NOT included on the [Monthly
                  Statement]

              	
                Depositor

              
	
                Item
                  2: Legal Proceedings

                 

                Any
                  legal proceeding pending against the following entities or their
                  respective property, that is material to Certificateholders, including
                  any
                  proceeding sknown to be contemplated by governmental
                  authorities:

              	 
	
                ▪
                  Issuing Entity (Trust Fund)

              	
                Trustee,
                  Master Servicer, Securities Administrator and Depositor

              
	
                ▪
                  Sponsor (Seller)

              	
                Seller
                  (if a party to the Pooling and Servicing Agreement) or
                  Depositor

              
	
                ▪
                  Depositor

              	
                Depositor

              
	
                ▪
                  Trustee

              	
                Trustee

              
	
                ▪
                  Securities Administrator

              	
                Securities
                  Administrator

              
	
                ▪
                  Master Servicer

              	
                Master
                  Servicer

              
	
                ▪
                  Custodian

              	
                Custodian

              
	
                ▪
                  1110(b) Originator

              	
                Depositor

              
	
                ▪
                  Any 1108(a)(2) Servicer (other than the Master Servicer or Securities
                  Administrator)

              	
                Servicer

              
	
                ▪
                  Any other party contemplated by 1100(d)(1)

              	
                Depositor

              
	
                Item
                  3: Sale of Securities and Use of Proceeds

                Information
                  from Item 2(a) of Part II of Form 10-Q:

                 

                With
                  respect to any sale of securities by the sponsor, depositor or
                  issuing
                  entity, that are backed by the same asset pool or are otherwise
                  issued by
                  the issuing entity, whether or not registered, provide the sales
                  and use
                  of proceeds information in Item 701 of Regulation S-K. Pricing
                  information
                  can be omitted if securities were not registered.

              	
                Depositor

              


      

       

      
        
          
          

        

        
          R-1

          
            

          

        

        
          
          

        

      

       

      
        	
                ADDITIONAL
                  FORM 10-D DISCLOSURE

              
	
                Item
                  on Form 10-D

              	
                Party
                  Responsible 

              
	
                Item
                  4: Defaults Upon Senior Securities

                 

                Information
                  from Item 3 of Part II of Form 10-Q:

                 

                Report
                  the occurrence of any Event of Default (after expiration of any
                  grace
                  period and provision of any required notice)

              	
                Securities
                  Administrator

                Trustee

              
	
                Item
                  5: Submission of Matters to a Vote of Security
                  Holders

                 

                Information
                  from Item 4 of Part II of Form 10-Q

              	
                Securities
                  Administrator

                Trustee

              
	
                Item
                  6: Significant Obligors of Pool Assets

                 

                Item
                  1112(b) - Significant
                  Obligor Financial Information*

              	
                Depositor

              
	
                *This
                  information need only be reported on the Form 10-D for the distribution
                  period in which updated information is required pursuant to the
                  Item.

              	 
	
                Item
                  7: Significant Enhancement Provider Information

                 

                Item
                  1114(b)(2) - Credit Enhancement Provider Financial
                  Information*

              	 
	
                ▪
                  Determining applicable disclosure threshold

              	
                Depositor

              
	
                ▪
                  Requesting required financial information (including any required
                  accountants’ consent to the use thereof) or effecting incorporation by
                  reference

              	
                Depositor

              
	
                Item
                  1115(b) - Derivative Counterparty Financial
                  Information*

              	 
	
                ▪
                  Determining current maximum probable exposure

              	
                Depositor

              
	
                ▪
                  Determining current significance percentage

              	
                Depositor

              
	
                ▪
                  Requesting required financial information (including any required
                  accountants’ consent to the use thereof) or effecting incorporation by
                  reference

              	
                Depositor

              
	
                *This
                  information need only be reported on the Form 10-D for the distribution
                  period in which updated information is required pursuant to the
                  Items.

              	 


      

       

      
        
          
          

        

        
          R-2

          
            

          

        

        
          
          

        

      

       

      
        	
                ADDITIONAL
                  FORM 10-D DISCLOSURE

              
	
                Item
                  on Form 10-D

              	
                Party
                  Responsible 

              
	
                Item
                  8: Other Information

                 

                Disclose
                  any information required to be reported on Form 8-K during the
                  period
                  covered by the Form 10-D but not reported

              	
                Any
                  party responsible for the applicable Form 8-K Disclosure
                  item

              
	
                Item
                  9: Exhibits

              	 
	
                Monthly
                  Statement to Certificateholders

              	
                Securities
                  Administrator

              
	
                Exhibits
                  required by Item 601 of Regulation S-K, such as material
                  agreements

              	
                Depositor

              


      

      


       

      


      


      
        
          
            
            

          

          
            R-3

            
              

            

          

          
            
            

          

        

      

      



      EXHIBIT
        S

       

      ADDITIONAL
        FORM 10-K DISCLOSURE

      


      
        	
                ADDITIONAL
                  FORM 10-K DISCLOSURE

              
	
                Item
                  on Form 10-K

              	
                Party
                  Responsible 

              
	
                Item
                  1B: Unresolved Staff Comments

                 

              	
                Depositor

              
	
                Item
                  9B: Other Information

                Disclose
                  any information required to be reported on Form 8-K during the
                  fourth
                  quarter covered by the Form 10-K but not reported

              	
                Any
                  party responsible for disclosure items on Form 8-K

              
	
                Item
                  15: Exhibits, Financial Statement Schedules

              	
                Securities
                  Administrator

                Depositor

              
	
                Reg
                  AB Item 1112(b): Significant Obligors of Pool
                  Assets

              	 
	
                Significant
                  Obligor Financial Information*

              	
                Depositor

              
	
                *This
                  information need only be reported on the Form 10-D for the distribution
                  period in which updated information is required pursuant to the
                  Item.

              	 
	
                Reg
                  AB Item 1114(b)(2): Credit Enhancement Provider Financial
                  Information

              	 
	
                ▪
                  Determining applicable disclosure threshold

              	
                Depositor

              
	
                ▪
                  Requesting required financial information (including any required
                  accountants’ consent to the use thereof) or effecting incorporation by
                  reference

              	
                Depositor

              
	
                *This
                  information need only be reported on the Form 10-D for the distribution
                  period in which updated information is required pursuant to the
                  Items.

              	 
	
                Reg
                  AB Item 1115(b): Derivative Counterparty Financial
                  Information

              	 
	
                ▪
                  Determining current maximum probable exposure

              	
                Depositor

              
	
                ▪
                  Determining current significance percentage

              	
                Depositor

              
	
                ▪
                  Requesting required financial information (including any required
                  accountants’ consent to the use thereof) or effecting incorporation by
                  reference

              	
                Depositor

              
	
                *This
                  information need only be reported on the Form 10-D for the distribution
                  period in which updated information is required pursuant to the
                  Items.

              	 


      

       

      
        
          
          

        

        
          S-1

          
            

          

        

        
          
          

        

      

       

      
        	
                ADDITIONAL
                  FORM 10-K DISCLOSURE

              
	
                Item
                  on Form 10-K

              	
                Party
                  Responsible 

              
	
                Reg
                  AB Item 1117: Legal Proceedings

                 

                Any
                  legal proceeding pending against the following entities or their
                  respective property, that is material to Certificateholders, including
                  any
                  proceeding sknown to be contemplated by governmental
                  authorities:

              	 
	
                ▪
                  Issuing Entity (Trust Fund)

              	
                Trustee,
                  Master Servicer, Securities Administrator and Depositor

              
	
                ▪
                  Sponsor (Seller)

              	
                Seller
                  (if a party to the Pooling and Servicing Agreement) or
                  Depositor

              
	
                ▪
                  Depositor

              	
                Depositor

              
	
                ▪
                  Trustee

              	
                Trustee

              
	
                ▪
                  Securities Administrator

              	
                Securities
                  Administrator

              
	
                ▪
                  Master Servicer

              	
                Master
                  Servicer

              
	
                ▪
                  Custodian

              	
                Custodian

              
	
                ▪
                  1110(b) Originator

              	
                Depositor

              
	
                ▪
                  Any 1108(a)(2) Servicer (other than the Master Servicer or Securities
                  Administrator)

              	
                Servicer

              
	
                ▪
                  Any other party contemplated by 1100(d)(1)

              	
                Depositor

              
	
                Reg
                  AB Item 1119: Affiliations and Relationships

              	 
	
                Whether
                  (a) the Sponsor (Seller), Depositor or Issuing Entity is an affiliate
                  of
                  the following parties, and (b) to the extent known and material,
                  any of
                  the following parties are affiliated with one another:

              	
                Depositor
                  as to (a) 

                Sponsor/Seller
                  as to (a)

              
	
                ▪
                  Master Servicer

              	
                Master
                  Servicer 

              
	
                ▪
                  Securities Administrator

              	
                Securities
                  Administrator

              
	
                ▪
                  Trustee

              	
                Trustee

              
	
                ▪
                  Any other 1108(a)(3) servicer

              	
                Servicer

              
	
                ▪
                  Any 1110 Originator

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1112(b) Significant Obligor

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1114 Credit Enhancement Provider

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1115 Derivate Counterparty Provider

              	
                Depositor/Sponsor

              
	
                ▪
                  Any other 1101(d)(1) material party

              	
                Depositor/Sponsor

              
	
                Whether
                  there are any “outside the ordinary course business arrangements” other
                  than would be obtained in an arm’s length transaction between (a) the
                  Sponsor (Seller), Depositor or Issuing Entity on the one hand,
                  and (b) any
                  of the following parties (or their affiliates) on the other hand,
                  that
                  exist currently or within the past two years and that are material
                  to a
                  Certificateholder’s understanding of the Certificates:

              	
                Depositor
                  as to (a) 

                Sponsor/Seller
                  as to (a)

              


      

       

      
        
          
          

        

        
          S-2

          
            

          

        

        
          
          

        

      

       

      
        	
                ADDITIONAL
                  FORM 10-K DISCLOSURE

              
	
                Item
                  on Form 10-K

              	
                Party
                  Responsible 

              
	
                ▪
                  Master Servicer

              	
                Master
                  Servicer 

              
	
                ▪
                  Securities Administrator

              	
                Securities
                  Administrator

              
	
                ▪
                  Trustee

              	
                Trustee

              
	
                ▪
                  Any other 1108(a)(3) servicer

              	
                Servicer

              
	
                ▪
                  Any 1110 Originator

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1112(b) Significant Obligor

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1114 Credit Enhancement Provider

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1115 Derivate Counterparty Provider

              	
                Depositor/Sponsor

              
	
                ▪
                  Any other 1101(d)(1) material party

              	
                Depositor/Sponsor

              
	
                Whether
                  there are any specific relationships involving the transaction
                  or the pool
                  assets between (a) the Sponsor (Seller), Depositor or Issuing Entity
                  on
                  the one hand, and (b) any of the following parties (or their affiliates)
                  on the other hand, that exist currently or within the past two
                  years and
                  that are material:

              	
                Depositor
                  as to (a) 

                Sponsor/Seller
                  as to (a)

              
	
                ▪
                  Master Servicer

              	
                Master
                  Servicer 

              
	
                ▪
                  Securities Administrator

              	
                Securities
                  Administrator

              
	
                ▪
                  Trustee

              	
                Trustee

              
	
                ▪
                  Any other 1108(a)(3) servicer

              	
                Servicer

              
	
                ▪
                  Any 1110 Originator

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1112(b) Significant Obligor

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1114 Credit Enhancement Provider

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1115 Derivate Counterparty Provider

              	
                Depositor/Sponsor

              
	
                ▪
                  Any other 1101(d)(1) material party

              	
                Depositor/Sponsor

              


      

      


       

      


      


      
        
          
            
            

          

          
            S-3

            
              

            

          

          
            
            

          

        

      

      



       

      EXHIBIT
        T

       

      ADDITIONAL
        FORM 8-K DISCLOSURE


      


      
        	
                FORM
                  8-K DISCLOSURE INFORMATION

              
	
                Item
                  on Form 8-K

              	
                Party
                  Responsible 

              
	
                Item
                  1.01- Entry into a Material Definitive Agreement

                 

                Disclosure
                  is required regarding entry into or amendment of any definitive
                  agreement
                  that is material to the securitization, even if depositor is not
                  a party.
                  

                 

                Examples:
                  servicing agreement, custodial agreement.

                 

                Note:
                  disclosure not required as to definitive agreements that are fully
                  disclosed in the prospectus

              	
                All
                  parties

              
	
                Item
                  1.02- Termination of a Material Definitive Agreement

                 

                Disclosure
                  is required regarding termination of any definitive agreement that
                  is
                  material to the securitization (other than expiration in accordance
                  with
                  its terms), even if depositor is not a party. 

                 

                Examples:
                  servicing agreement, custodial agreement.

              	
                All
                  parties

              
	
                Item
                  1.03- Bankruptcy or Receivership

                 

                Disclosure
                  is required regarding the bankruptcy or receivership, with respect
                  to any
                  of the following: 

              	
                Depositor

              
	
                ▪
                  Sponsor (Seller)

              	
                Depositor/Sponsor
                  (Seller)

              
	
                ▪
                  Depositor

              	
                Depositor

              
	
                ▪
                  Master Servicer

              	
                Master
                  Servicer

              
	
                ▪
                  Affiliated Servicer

              	
                Servicer

              
	
                ▪
                  Other Servicer servicing 20% or more of the pool assets at the
                  time of the
                  report

              	
                Servicer

              
	
                ▪
                  Other material servicers

              	
                Servicer

              
	
                ▪
                  Trustee

              	
                Trustee

              
	
                ▪
                  Securities Administrator

              	
                Securities
                  Administrator

              
	
                ▪
                  Significant Obligor

              	
                Depositor

              


      

       

      
        
          
          

        

        
          T-1

          
            

          

        

        
          
          

        

      

       

      
        	
                FORM
                  8-K DISCLOSURE INFORMATION

              
	
                Item
                  on Form 8-K

              	
                Party
                  Responsible 

              
	
                ▪
                  Credit Enhancer (10% or more)

              	
                Depositor

              
	
                ▪
                  Derivative Counterparty

              	
                Depositor

              
	
                ▪
                  Custodian

              	
                Custodian

              
	
                Item
                  2.04- Triggering Events that Accelerate or Increase a Direct Financial
                  Obligation or an Obligation under an Off-Balance Sheet
                  Arrangement

                 

                Includes
                  an early amortization, performance trigger or other event, including
                  event
                  of default, that would materially alter the payment priority/distribution
                  of cash flows/amortization schedule.

                 

                Disclosure
                  will be made of events other than waterfall triggers which are
                  disclosed
                  in the monthly statements to the certificateholders.

              	
                Depositor

                Master
                  Servicer

                Securities
                  Administrator

              
	
                Item
                  3.03- Material Modification to Rights of Security
                  Holders

                 

                Disclosure
                  is required of any material modification to documents defining
                  the rights
                  of Certificateholders, including the Pooling and Servicing
                  Agreement.

              	
                Securities
                  Administrator

                Trustee

                Depositor

              
	
                Item
                  5.03- Amendments of Articles of Incorporation or Bylaws; Change
                  of Fiscal
                  Year

                Disclosure
                  is required of any amendment “to the governing documents of the issuing
                  entity”.

              	
                Depositor

              
	
                Item
                  6.01- ABS Informational and Computational
                  Material

              	
                Depositor

              
	
                Item
                  6.02- Change of Servicer or Securities Administrator

                 

                Requires
                  disclosure of any removal, replacement, substitution or addition
                  of any
                  master servicer, affiliated servicer, other servicer servicing
                  10% or more
                  of pool assets at time of report, other material servicers or
                  trustee.

              	
                Master
                  Servicer/Securities Administrator/Depositor/

                Servicer/Trustee

              
	
                Reg
                  AB disclosure about any new servicer or master servicer is also
                  required.

              	
                Servicer/Master
                  Servicer/Depositor

              
	
                Reg
                  AB disclosure about any new Trustee is also required.

              	
                Trustee

              


      

       

      
        
          
          

        

        
          T-2

          
            

          

        

        
          
          

        

      

       

      
        	
                FORM
                  8-K DISCLOSURE INFORMATION

              
	
                Item
                  on Form 8-K

              	
                Party
                  Responsible 

              
	
                Item
                  6.03- Change in Credit Enhancement or External
                  Support

                Covers
                  termination of any enhancement in manner other than by its terms,
                  the
                  addition of an enhancement, or a material change in the enhancement
                  provided. Applies to external credit enhancements as well as derivatives.
                  

              	
                Depositor/Securities
                  Administrator/Trustee

              
	
                Reg
                  AB disclosure about any new enhancement provider is also
                  required.

              	
                Depositor

              
	
                Item
                  6.04- Failure to Make a Required Distribution

              	
                Securities
                  Administrator

                Trustee

              
	
                Item
                  6.05- Securities Act Updating Disclosure

                 

                If
                  any material pool characteristic differs by 5% or more at the time
                  of
                  issuance of the securities from the description in the final prospectus,
                  provide updated Reg AB disclosure about the actual asset
                  pool.

              	
                Depositor

              
	
                If
                  there are any new servicers or originators required to be disclosed
                  under
                  Regulation AB as a result of the foregoing, provide the information
                  called
                  for in Items 1108 and 1110 respectively.

              	
                Depositor

              
	
                Item
                  7.01- Reg FD Disclosure

              	
                All
                  parties

              
	
                Item
                  8.01- Other Events

                 

                Any
                  event, with respect to which information is not otherwise called
                  for in
                  Form 8-K, that the registrant deems of importance to
                  certificateholders.

              	
                Depositor

              
	
                Item
                  9.01- Financial Statements and Exhibits

              	
                Responsible
                  party for reporting/disclosing the financial statement or
                  exhibit

              


      

      


      


      


      


      
        
          
            
            

          

          
            T-3

            
              

            

          

          
            
            

          

        

      

      



      EXHIBIT
        U

       

      ADDITIONAL
        DISCLOSURE NOTIFICATION

       

      Wells
        Fargo Bank, N.A. as Securities Administrator 

      Old
        Annapolis Road

      Columbia,
        Maryland 21045

      Fax:
        (410) 715-2380

      E-mail:
        cts.sec.notifications@wellsfargo.com

       

      Attn:
        Corporate Trust Services - HARBORVIEW MORTGAGE LOAN TRUST 2006-6-SEC REPORT
        PROCESSING

       

      RE:
        **Additional Form [ ] Disclosure**Required

       

      Ladies
        and Gentlemen:

       

      In
        accordance with Section 3.19(a)(ii) of the Pooling and Servicing Agreement
        dated
        as of January 1, 2006, by and among the Greenwich Capital Assistance, Inc.,
        as
        Depositor, Greenwich Capital Financial Products, Inc., as Seller, Wells Fargo
        Bank, N.A., as Master Servicer and Securities Administrator and Deutsche
        Bank
        National Trust Company as Trustee and Custodian, the undersigned, as [ ],
        hereby
        notifies you that certain events have come to our attention that [will][may]
        need to be disclosed on Form [ ].

       

      Description
        of Additional Form [ ] Disclosure:

       

      List
        of
        Any Attachments hereto to be included in the Additional Form [ ]
        Disclosure:

       

      Any
        inquiries related to this notification should be directed to [ ], phone number:
        [ ]; email address: [ ].

       

      [NAME
        OF
        PARTY]

       

      as
        [role]

       

      


       

      By:                  

       

      Name:

       

      Title:

      


      
        
          
            
            

          

          
            U-1

            
              

            

          

          
            
            

          

        

      

      

 

      SCHEDULE
        I

       

      MORTGAGE
        LOAN SCHEDULE

       

      [To
        be retained in a separate closing binder entitled “HarborView 2006-6 Mortgage
        Loan Schedule” at the Washington DC offices of McKee Nelson LLP]

       

      


       

      


      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      



      SCHEDULE
        II

       

      [Reserved]

      


      


      


      


      


      


      


      


       

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      



      SCHEDULE
        III

       

      YIELD
        MAINTENANCE PAYMENTS

      


      Class
        B-1, Class B-2 and Class B-3 Certificates

       

      
        	
                Distribution
                  Date

              	
                Yield
                  Maintenance Notional Balance ($)

              	
                Strike
                  Rate (%)

              


      

      


       

      [On
        file
        at the Washington DC offices of McKee Nelson LLP]

       

      


      
        
          
            
            

          

          
            1

            
              

            

          

          
            
            

          

        

      

      


      Class
        B-2 Certificates

       

      
        	
                Distribution
                  Date

              	
                Yield
                  Maintenance Notional Balance ($)

              	
                Strike
                  Rate (%)

              
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


      

      


      


      
        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

      

      


      


      
        	
                Distribution
                  Date

              	
                Yield
                  Maintenance 

                Notional
                  Balance ($)

              	
                Strike
                  Rate (%)

              
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


      

      


      


      
        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

      

      


      


      
        	
                Distribution
                  Date

              	
                Yield
                  Maintenance 

                Notional
                  Balance ($)

              	
                Strike
                  Rate (%)

              
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


      

      


      
        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

      

      


      Class
        B-3 Certificates

       

      
        	
                Distribution
                  Date

              	
                Yield
                  Maintenance 

                Notional
                  Balance ($)

              	
                Strike
                  Rate (%)

              
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


      

      


      


      
        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

      

      


      


      
        	
                Distribution
                  Date

              	
                Yield
                  Maintenance 

                Notional
                  Balance ($)

              	
                Strike
                  Rate (%)

              
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


      

      


      


      
        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

      

      


      


      
        	
                Distribution
                  Date

              	
                Yield
                  Maintenance 

                Notional
                  Balance ($)

              	
                Strike
                  Rate (%)

              
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


      

       

      
        
          
          

        

        
          7